Section 1

10. Management

1.  Organization of the Company

As at March 31, 2009, the Company’s organization comprises of the Board
of Directors and Committees, which are the Audit Committee, Executive
Committee, Corporate Governance and Nomination Committee, Remuneration
Committee and Management as follows:

[TABLE]

  The Structure of the Board of Directors

  The Company reckons to have the balance of the management power to
  create the cautiousness and transparency and to be usually examined.
  Hence, the Company established its Board of Directors consisting of no
  less than five persons but not more than fourteen persons. Currently,
  the total numbers of the Company’s directors are eleven persons with
  three Independent Directors. The Board of Directors consists of those
  who has experienced in various education backgrounds including the
  business administration, marketing, production, accounting and finance
  and others, each of which gives rise to benefit the Company’s business
  operation. Moreover, all Thai Directors have been thoroughly trained
  through curricular and seminars related to the duty of the Directors
  organized by the Thai Institute of Directors Association (IOD).

  10.1.1 Name and position of the management or controlling persons as
  at March 31, 2009

(1) The Board of Directors

+-----------------------------------+-----------------------------------+
| 1.  Mr. Balasubramanian           | Chairman                          |
|     Muthuraman                    |                                   |
+-----------------------------------+-----------------------------------+
| 2.  Mr. Hemant Madhusudan         | Vice Chairman                     |
|     Nerurkar                      |                                   |
+-----------------------------------+-----------------------------------+
| 3.  Mr. Kriang Kiatfuengfoo       | Independent Director              |
+-----------------------------------+-----------------------------------+
| 4.  Mr. Maris Samaram             | Independent Director              |
+-----------------------------------+-----------------------------------+
| 5.  Asst. Prof. Rawewan           | Independent Director              |
|     Peyayopanakul                 |                                   |
+-----------------------------------+-----------------------------------+
| 6.  Mr. Koushik Chatterjee        | Director                          |
+-----------------------------------+-----------------------------------+
| 7.  Mr. Hridayeshwar Jha          | Director                          |
+-----------------------------------+-----------------------------------+
| 8.  Mr. Thachat Viswanath         | Director                          |
|     Narendran *                   |                                   |
+-----------------------------------+-----------------------------------+
| 9.  Mr. Oo Soon Hee               | Director                          |
+-----------------------------------+-----------------------------------+
| 10. Mr. Taratorn Premsoontorn     | Director                          |
+-----------------------------------+-----------------------------------+
| 11. Mr. Santi Charnkolrawee       | President                         |
+-----------------------------------+-----------------------------------+
|                                   |                                   |
+-----------------------------------+-----------------------------------+
| Miss Pratana Sinhaneti **         | Secretary to the Board of         |
|                                   | Directors and Company Secretary   |
+-----------------------------------+-----------------------------------+
| Mrs. Arisara Na Ranong ***        | Assistant Secretary to the Board  |
|                                   | of Directors                      |
+-----------------------------------+-----------------------------------+

Remark:

  * Has been appointed to be an additional director from the resolution
  of the AGM 7 on July 21, 2008.

  ** Has been appointed as an Secretary to the Board of Directors and
  Company Secretary since June 1, 2008 in place of Mrs. Sureeporn
  Angsutornrangsi, who resigned from her office.

  *** Has been appointed as an Assistant Secretary to the Board of
  Directors since June 21, 2008 in place of Ms. Parinda Boonpraspai.

Authorized signatory directors and binding signatures

Mr. Hemant Madhusudan Nerurkar, Chairman of the Executive Committee and
Mr. Santi Charnkolrawee, the President, jointly sign to bind the Company
together with the Company seal affixed, or either Mr. Hemant Madhusudan
Nerurkar, Chairman of the Executive Committee or Mr. Santi
Charnkolrawee, the President, jointly sign to bind the Company with Mr.
Balasubramanian Muthuraman or Mr. Koushik Chatterjee or Mr. Hridayeshwar
Jha or Mr. Oo Soon Hee or Mr. Taratorn Premsoontorn together with the
Company seal affixed.

(2) Audit Committee

  1. Mr. Kriang Kiatfuengfoo Chairman of Audit Committee

  2. Mr. Maris Samaram Member of Audit Committee

  3. Asst. Prof. Rawewan Peyayopanakul Member of Audit Committee

(3) Executive Committee

  1. Mr. Hemant Madhusudan Nerurkar Chairman of Executive Committee

  2. Mr. Koushik Chatterjee Member of Executive Committee

  3. Mr. Hridayeshwar Jha Member of Executive Committee

  4. Mr. Oo Soon Hee Member of Executive Committee

  5. Mr. Santi Charnkolrawee President

(4) Corporate Governance and Nomination Committee

  1. Mr. Koushik Chatterjee Chairman of Corporate Governance and
  Nomination Committee

  2. Mr. Maris Samaram Member of Corporate Governance and Nomination
  Committee

  (5) Remuneration Committee

  1. Mr. Hemant Madhusudan Nerurkar Chairman of Remuneration Committee

  2. Asst. Prof. Rawewan Peyayopanakul Member of Remuneration Committee

  3. Mr. Koushik Chatterjee Member of Remuneration Committee

  4. Mr. Taratorn Premsoontorn Member of Remuneration Committee

(6) Management

  1. Mr. Santi Charnkolrawee President TSTH

  2. Mr. Udom Siripanich Chief Commercial Officer TSTH

  3. Mr. Laptawee Senavonge Chief Operating Officer TSTH 4. Mr. Amit
  Ghosh Chief Financial Officer TSTH

  4. Mrs. Srithai Hemsoraj Vice President - Corporate Affairs TSTH

  6. Mr. Theerayuth Lertsirarungsun Vice President - Engineering and
  Product

  Development TSTH

  7. Mr. Parin Teerakathiti Vice President - Procurement TSTH

  8. Mr. Sunil Seth Vice President - Marketing & Sales TSTH

  9. Mr. V. B. Singh Vice President - MBF Project TSTH

  10. Mr. Wisoot Anupunthumetha Managing Director NTS

  11. Mr. Thana Ruangsilasingha Managing Director SISC

  12. Mr. Aditya Roy Choudhury Managing Director SCSC

2.  Scope of power and authority of the Board of Directors, Committees
      and Management

    (1) The Board of Directors

  The Board of Directors have the power and authority to manage the
  company's business in compliance with the objectives, Articles of
  Association and resolutions of the shareholders’ meeting. The Board of
  Directors is not entitled to approve or consider making any decision
  in the following matters without the approval of at least 50 percent
  of the directors at a Board meeting:

  1. Taking out a loan in excess of Baht 50 Million, which is over and
  above the group’s annual budget;

  2. Granting loans or guarantees, indemnification, securities, letters
  of comfort or any other commitments of a similar nature to any person,
  over and above the group’s annual budget, except as permitted by the
  Master Restructuring Agreement or as specified in the Business
  Reorganization Plan of N.T.S. Steel Group Public Company Limited;

3. Any investments in excess of Baht 50 Million, which are not allocated
for in the group’s annual budget;

  4. Sales, transfers, rent out or permission of any property or asset,
  with a book value exceeding Baht 50 Million, over and above the
  group’s annual budget;

  5. Approving and amending the group’s annual budget;

  6. Any transactions with connected parties, which are not regular
  activities;

  7. Changing the accounting policy, and approving the consolidated
  annual financial statements, annual individual financial statements
  and quarterly group financial statements;

  8. Making changes to the business operations or ceasing any of the
  group’s activities.

  The Board of Directors may appoint any other person or grant to such
  person as deemed fit to perform tasks for the Company, subject to its
  supervision within suitable period. The Board of Directors retains the
  right to revoke or change the degree or nature of such power later.

  The Board of Directors also has the authority to delegate to the
  Executive Committee or the President the power and authority to
  perform various activities under the established budgets, provided
  that such delegation does not involve the approval of any transaction
  in which there is a conflict of interest between the Company and the
  Company subsidiaries (as per those specified under the Company's
  Articles of Association and the SEC), except where such transactions
  are approved in accordance with the policies and criteria as specified
  by the Board of Directors in the ordinary course of company business,
  such as purchase of raw materials and connected transactions with
  related companies.

  (2) The Audit Committee

  (Revised and added the duties and responsibilities of the Audit
  Committee as per the resolution of the Board of Directors Meeting No.
  31 (2/2008-2009), on July 21, 2008).

  1. To review the Company’s financial reporting process in accordance
  to the accounting standards, stipulated by the laws, with
  transparency, accuracy and adequacy.

  2. To promote the improvement of the financial reporting process to
  meet international accounting standards.

  3. To review the Company’s internal control system and internal audit
  system to ensure that they are suitable and efficient.

  4. To review the Company’s risk management system.

  5. To review the Company’s compliance with the law on Securities and
  Exchange, the Exchange’s regulations, and the laws relating to the
  Company’s business.

  6. To review the internal audit work, plan and audit practices,
  including evaluation of the audit results and various other Company
  activities, in accordance with generally accepted procedures and
  methods.

  7. To consider the disclosure of information of the Company in case
  there is connected transaction or transaction that may lead to
  conflict of interest, so as to ensure the accuracy and completeness
  and are in compliance with the laws and the Exchange’s regulations,
  and are reasonable and for the highest benefit of the Company.

  8. To review and provide the opinions on the performance of the
  internal audit office and coordinate with the auditors.

  9. To prepare and to disclose in the Company’s Annual Report, an Audit
  Committee’s report which must be signed by the Chairman of the Audit
  Committee and consist of at least the following information:

  1) an opinion on the accuracy, completeness and creditability of the
  Company’s financial report;

  2) an opinion on the adequacy of the Company’s internal control
  system;

  3) an opinion on the compliance with the law on Securities and
  Exchange, the Exchange’s regulations, or the laws relating to the
  Company’s business;

  4) an opinion on the suitability of an auditor;

  5) an opinion on the transactions that may lead to conflict of
  interest;

  6) the number of the Audit Committee meetings, and the attendance of
  such meeting by each committee member;

  7) an opinion or overview comment receive by the Audit Committee from
  its performance of duties in accordance with the Charter; and

  8) other transactions which, according to the Audit Committee’s
  opinion, should be known to the shareholders and general investors,
  subject to the scope of duties and responsibilities assigned by the
  Company’s Board of Directors

  10. To consider, select and nominate an independent person to be the
  Company’s auditor, and to propose such person’s remuneration, as well
  as to attend a non-management meeting with an auditor at least once a
  year.

  11. To appoint, remove, transfer and dismissal of the Chief of an
  internal audit office (if any) or employ and change the employment of
  other internal audit offices.

  12. To consider the budget and workforce of the internal audit office
  (if any) or the employment budget of other internal audit offices.

  13. To perform any other act stipulates by the law or assigned by the
  Board of Directors.

  (3) The Executive Committee

  The Executive Committee is authorized by the Board of Directors to
  manage the Company's business, as follows:

  1. To set and submit to the Board of Directors for consideration
  Company policies, strategies, management structure and authority, to
  be in line with and in support of the current economic situation;

  2. To submit opinions on the business and annual budget plans provided
  by the management team;

  3. To supervise, monitor and follow up on the Company's operations, to
  ensure their efficiency and suitability with the business situation
  and that they are in line with Company’s objectives, policies and
  business plans;

  4. To carry out other work, as assigned from time to time by the Board
  of Directors.

  The Executive Committee may delegate any management the power and
  authority to perform under their supervision of these duties to
  executives.

  (4) The Corporate Governance and Nomination Committee

1.  To examine, review, and propose to the Board of Directors guidelines
    for corporate governance for both the Company and subsidiaries.

2.  To oversee the functioning of the Board of Directors and the
    management in line with the Company’s established corporate
    governance principles.

3.  To present to the Board of Directors norms and principles, as well
    as nominees for filling board vacancies as a result of directors’
    term completion or other cases. To join Board, the nominees must,
    anyhow, obtain approval from the shareholders’ meeting.

4.  To nominate prospective Presidents to the Board of Directors for
    approval.

5.  To facilitate directors in evaluating performances of the Board of
    Directors collectively and summarize the evaluation result to the
    Board of Directors so to enhance the Board’s supervision
    effectiveness.

6.  Other duties assigned by the Board of Directors.

(5) The Remuneration Committee

1.  To examine and propose to the Board of Directors the remuneration
    for the Board of Directors for further approval by the shareholders’
    meeting.

2.  To advise the Board of Directors on the approval of the remuneration
    for appointed the President and the management of the Company and
    its subsidiaries.

3.  To look into guidelines, procedures, and determination of the above
    remuneration with reference to the Company’s operating results,
    general practices, and other factors.

4. To consider the budget for increases in salary, bonus, and
remuneration for staff of the Company as well as subsidiaries before
presenting to the Board of Directors.

5.  Other functions entrusted by the Board of Directors.

(6) The Management

  The President has the authority to monitor, supervise and perform
  regular tasks for the benefit of the Company within his/her scope of
  power and authority, with directly reported by the management, as
  determined by the Board of Directors. The tasks include:

  1. To monitor, manage, operate and perform regular tasks for the
  benefit of the Company, in line with the objectives and Articles of
  Association. These must also be according to the Company’s
  regulations, resolutions, policies, work plans and budgets, as
  determined by the Board of Directors;

  2. To prepare the business plan and annual budget to be consistent
  with the policies of the Board of Directors, for further submission to
  the Executive Committee and Board of Directors;

  3. To consider and scrutinize information and facts relevant to the
  business operations, prior to their submission to the Executive
  Committee and Board of Directors;

  4. To approve transaction expenses in the Company’s ordinary course of
  business such as raw material purchasing, operating cost, selling and
  administrative expense and expenditure capital, for sums not exceeding
  the amount specified by the Board of Directors;

  5. To take on other work, as assigned from time to time by the Board
  of Directors.

10.2 Nomination of members of the Board of Directors and the Management

 10.2.1 The Board of Directors

  Candidates to serve of directors or independent directors on the Board
  of Directors will be reviewed by the Corporate Governance and
  Nomination Committee before being nominated for the consideration of
  the Board of directors. Guidelines and criteria, as approved by the
  Board of Directors, with respect to qualifications of nominated
  candidates are as follows:

1.  Qualified and not possessing any of the forbidding characteristics
    according to the Articles of Association of the Company and the
    stipulations of the Public Company Limited Act and the Stock
    Exchange of Thailand.

2.  Acquiring a diversity of backgrounds and skills, knowledge,
    capabilities, and experience to make a significant contribution to
    the Company and possessing leadership, broad vision, ethical
    judgment, transparent career profile, and ability to express
    opinions independently ;

3.  Having time available for meetings so as to keep track of the
    Company’s business operation and serving as director in an
    appropriate number of companies.

4.  Not being directors, the management, shareholders, or partners with
    significant in companies undertaking similar or competitive
    businesses or businesses which may lead to conflicts of interest of
    the Company.

5.  For the President position, a candidate will be selected based on
    his/ her previous performance and potentiality.

  In respect of independent director positions, person to hold such
  positions in the Company must possess the qualification in line with
  the above mentioned, such independent director is required to have
  additional qualifications as specified.

10.2.2 Executive Committee

  The Board of Directors may appoint no more than five (5) directors or
  any other persons to serve as members of the Executive Committee.

10.2.3 Audit Committee, Corporate Governance and Nomination Committee, Remuneration Committee, and the Management

  It is the duty of the Board of Directors to appoint nominated
  candidates to hold positions in the Audit Committee, the Corporate
  Governance and Nomination Committee, the Remuneration Committee, as
  well as the management team.

10.3 Good Corporate Governance

  The Company is strongly committed to constantly encourage and support
  the Good Corporate Governance along with the business conduct as the
  Good Corporate Governance will enhance management system to be more
  efficiency, transparency and auditability, which will result in the
  reliability of shareholders, investors, stakeholders and all related
  departments. It is also as an important device to support for a stable
  and sustainable growth of the Company. Apart from the strictly
  operating business by creating high standard of organization and
  individual behavior as the Tata Code of Conduct : TCOC, the Company
  also adopted the Principles of Good Corporate Governance for Listed
  Companies set out by the Stock Exchange of Thailand, presented in the
  5 categories of the best practices of the Good Corporate Governance,
  for applying in conformity with the Company's circumstances. Since
  2003, the Company has assigned by writing in “Good Corporate
  Governance Policies and Principles”. For 2008-2009, the Company has
  conducted in each category as follows:

  Section 1 : Rights of Shareholders

  The Company emphasizes and respects on the right of shareholders by
  denying anticipating any act to encroach or decrease the right of
  shareholders as they are the owners of the capital, which is the
  crucial factor in the business operation. The Company has defined the
  treatment of shareholders by encouraging all shareholders to fully
  exercise their rights to guard the overall interests of the Company
  and acknowledging the basic shareholders’ rights which are rights to
  buy, sell or transfer shares, share in the profits of the Company,
  obtain relevant and adequate information or reports. Also participate
  and vote in the shareholders' meeting to decide on important agenda,
  for example, election of the directors, determination of remuneration,
  appropriation of profits and payment of dividend, appointment of
  auditors and fixing the audit fee, amendments to the Articles of
  Association and Memorandum of Association, increasing and decreasing
  in authorized share capital and approval of any transaction that
  affect the Company's business operation, etc.

  In the arrangement of shareholders’ meeting, the Board of Directors
  shall set up device for the good meeting, by administering the Company
  to provide the information on the date, time, venue, meeting agenda,
  participating and voting procedures and relevant support data for each
  agenda items in advance of the meeting, with adequate time and without
  any actions that can be considered as violation to the shareholders'
  right for study the information or participation of the shareholders’
  meeting.

  The Company arranges for an annual general meeting of shareholders
  within four months following the end of the fiscal year (in July of
  every year).

  For the shareholder’s meeting for the year 2008, the Company defined
  closing its register book 21 days before the meeting date for the
  shareholders’ right to attend such a meeting, which held on July 21,
  2008, at 14:00 hours, at Sofitel Centara Grand Bangkok Hotel and
  delivered the Notice of the Meeting of Shareholders in Thai and
  English for foreign shareholders, with the clarified information of
  date, time, venue, meeting agenda that specified as agenda for
  information, agenda for approval or agenda for consideration, and
  provided adequate information related to the matters for consideration
  in the meeting, including information of independent directors
  assigned by the Company as proxies from shareholders, the proxies form
  prescribed by the Ministry of Commerce, including the form that
  shareholders can specify their vote in each agenda, the explanation
  about the documents required for attending the meeting, the map of the
  meeting place, Annual Report and the Articles of Association in the
  clause which relevant to the shareholders’ meeting with objectives and
  reasons, including the Board of Directors’ opinion that clearly
  proposed in each agenda. The notice was delivered to the shareholders
  prior to the meeting in advance to the timeline stipulated by the law.
  Publication of the notice was made in a daily Thai newspaper for three
  consecutive days prior to the meeting not less than three days.
  Moreover, such information can be accessed through the website of the
  Company prior to the meeting, in order to give the opportunity to the
  shareholders to easily and agilely access and adequately study the
  information regarding the meeting before receiving the documents from
  the Company. Besides, the Company also gave the opportunity to the
  shareholders to send their written questions prior to the meeting
  date, by sending to the Board of Directors or to any of the
  Independent Directors individually in care of the Company Secretary
  during the three months before and after the end of the fiscal year to
  forward it to the Independent Directors or the Board of Directors.
  Such related to the Company’s questions shall be responded in the
  shareholders’ meeting.

  Section 2 : Equitable Treatment of Shareholders

  The Company aware of the duty to take care of interests of
  shareholders, including major shareholders, institute investors,
  foreign shareholders and minority shareholders, as follows:

1.  Shareholders’ meeting

  The Company accommodates the attending shareholders in terms of
  meeting venue that convenient in transportation, the explanation
  regarding the documents required for attending the meeting, including
  the procedures for granting proxies to independent directors.
  Moreover, in case the shareholders didn’t come up with the revenue
  stamp, the Company also provides the revenue stamp services in
  shareholders’ proxies. For the document verification and registration,
  the adequate numbers of proficient officers and equipment are
  generated for shareholders. By using the Computer system for the
  registration, the operation process is convenience and agility. The
  shareholders can register two hours prior to the meeting opening.

  The Board of Directors regards the meeting as the duty and
  responsibility to attend the meeting. In the Annual General Meeting of
  Shareholders for the year 2008, apart from the Chairman, the
  representative of the whole Board of Directors and Committees, attends
  the meeting, the Chairman of all the sub-committees and the
  management, including the auditors and legal advisors are also attend
  such meeting in order to explain and answer the questions which
  related to the shareholders. However, for the directors who are unable
  to attend the meeting, directors had been informing the Company in
  prior to the meeting.

  Prior to the meeting : The Company Secretary informed the shareholders
  the Articles of Association in the clause which relevant to the
  shareholders’ meeting, participating meeting procedures, such as
  voting procedure, counting votes procedure and result announcement.

  On the meeting day : The Chairman of the meeting transparently
  conducted the meeting in accordance to the agenda as noticed to the
  shareholders, without any additional agenda over mentioned in the
  notice, and allocated appropriate time for consideration before the
  vote. Especially in the election of directors’ agenda, the Company
  gave an opportunity to the shareholders to election by individual. The
  Company also encouraged the shareholders to have a change to express
  their views and raise any questions to the meeting, including fully
  provide suggestions. Moreover, the Company gave the right to the
  shareholders who come after the beginning of the meeting, the
  shareholders can have a right to vote in the agenda that being
  considered and not yet adopt the resolution. For voting procedure, the
  Company provided the ballot paper for shareholder’s convenience, the
  Company also hiring the legal advisor to be the inspector for the vote
  counting with computer system, the same type of shareholder will have
  a right to vote for one share per one vote, the voting announcement of
  each agenda will be announced after the completion of other agendas by
  presenting on the slide. Besides, the Company also recorded the
  meeting as the video media.

  After the meeting : The Company informed the resolution of the meeting
  through the news system of the Stock Exchange of Thailand
  (www.set.or.th) immediately after the meetings ended and also prepared
  the minutes within the time limit stipulated by law, such minutes was
  clearly recorded in details as followings, the name and delegation of
  the directors and management, including all related persons attended
  the meeting, result announcement and vote counting procedure,
  questions and answers, suggestions and recommendations, the meeting’s
  resolution and vote results on each agenda of the shareholders’
  meeting by stating “approve, disapprove and abstain” as indicate in
  the ballot paper.

2.2 Supervision of the insider information exploitation

  The Company has strictly set out policies and taken several stringent
  measures to guard the use of insider information for the benefits of
  directors and the management and also establish a cautious internal
  control system to oversee the use of confidential information to be in
  conformity with the Company’s principles of good corporate governance,
  details are shown in page No. 55 in 10.4 Supervision of the insider
  information exploitation.

  In this regard, the insiders have never experienced dealing in company
  securities trading on the blackout period.

  Section 3 : Role of Stakeholders

  The Company adheres to the right of all stakeholders who are related
  to the business operation of the Company, including their legal rights
  as specified in the relevant law or the mutual agreement, by taking
  full responsibility to the internal and external of stakeholders that
  was violated with justice. The Company aware that the relationship and
  coordination between the Company and stakeholders are important
  factors that promote the sustainable growth of the Company. The policy
  on treatment and responsibility for each group of stakeholders are as
  follows:

  Shareholders

  The Company aims to create added value for shareholders by operating
  the business with efficiency and treat the shareholders in accordance
  to the regulations and laws which cautiously supervise the rights of
  shareholders. The Company shall inform the shareholders correctly and
  completely information of any issue related to the business operation
  of the Company, also equitably disclose such information accordingly
  to the related rules and agreements.

  Employees

  The Company selects from its list of candidates the capable and
  ethical ones to serve the Company. The Employees shall provide the
  continual developments, secured workplace and environment, appropriate
  and fair remuneration, including welfare, as well as a family-like
  relationship, also set up the provident fund for employees, all well
  taken care by the Human Resource Committee.

  Customers

  The Company aims at providing its customers with quality products and
  services at reasonable prices with fairness, placing priority on
  customer satisfaction.

  Business partners, creditors and competitors

  The Company gives fair treatment to all business parties by complying
  with trade and contract term, performing within rule of fair trade,
  and standing against the dissemination of false information, truth
  concealing, as well as deploying dishonorable means of defame
  competitors, etc.

  Analysts and media

  The Company discloses the information accurately, thoroughly and
  equitably taken care in terms of access. The Company also set up the
  analyst meeting for clarification of the Company’s operating results
  after the dissemination of Financial Statement to public through the
  website of the Stock Exchange of Thailand (www.set.or.th).

  Government authorities

  The Company is committed to provisions of laws, rules and regulations
  issued by government authorities, as well as giving fullest
  cooperation to state authorities.

  Community, society, and the country

  The Company performs admirably as a corporate citizenship by serving
  and committing to community, society, and the nation as a whole. The
  Company would also not treat these activities as optional but would
  strive to incorporate them as an integral part of the business plan.

  Environment

  The Company strictly complies with the laws, regulations and standards
  in every process of the production and operation to keep protect the
  environment to be in the good condition forever.

  For the Corporate Social Responsibilities of the Company, it is
  reported on page No. 58 in 10.6 Corporate Social Responsibility.

  Furthermore, the part of “Business Ethics” in the Company’s Code of
  Conduct also clearly defines the adherence and responsibilities to
  every group of stakeholders.

  Section 4 : Disclosure and Transparency

  The Company recognizes a responsibility of information disclosure with
  transparency and auditability. To ensure that the information given
  out is meaningful to decision makers, i.e. investors, shareholders,
  analysts and the public in general, the managements were assigned to
  provide the communication and disclosure of the information of a
  Periodic Reports such as financial statements, annual company
  statements (Form 56-1) and annual report, and Non-periodic Reports
  such as acquisition/disposition of assets, connected transaction,
  participation/ cancellation of joint venture, increase/decrease of
  capital, issuance of new stock, bought back of shares, etc, with
  accurate, complete, equitable and thorough, avoiding misleading. The
  information must be timely and disclosed within the timeline announced
  by the Office of the Securities and Exchange Commission (“SEC”), the
  Stock Exchange of Thailand, and other concerned authorities. The
  Corporate Secretary Office acts as the Company’s Information Unit
  responsible for information dissemination both normal case and urgent
  case, such as:

1.  The financial information and non-financial information, accurately,
    correctly and equitably disseminated through the news system of the
    Stock Exchange of Thailand (www.set.or.th) both Thai and English
    version.

2.  The information of the Company’s shareholding structure that was
    transparently disclosed and showed the structure of major
    shareholder and proportion of minority shareholders and able to
    clearly demonstrate the beneficial owner. Also disclosed the shares
    held by directors and managements.

3.  The information are completely and clearly disclosed in the annual
    report, and benefit the decision making of shareholders such as the
    analysis on the financial status and operating performance, analysis
    on industry and competition, risk factors, information of directors
    and management, remuneration of directors and management and the
    directors attendance’s details.

4.  The financial statements with the disclosure pattern in accordance
    to the generally accepted accounting standard and approved by the
    auditor. Such auditor must be independent, qualified and approved by
    the Office of Securities and Exchange Commission.

5.  The information of connected transaction (if any)

  Besides, the Company designated a person to perform the investor
  relation function to communicate with outsiders such as investors,
  analysts and related agencies. Also provided the channel for access to
  information of the Company such as meeting publications, the Company’s
  operating results’ clarification documents and reports via the
  Company’s website at www.tatasteelthailand.com for developing the
  understanding and certitude to the Company.

  Section 5 : Responsibilities of the Board of Directors

  As the Company concerns with responsibilities of the directors in
  performing their duties with “responsibility, prudence, honesty, and
  auditability” based upon relationship built on mutual trust and
  confidence between shareholders and the Company. Thus, a clear-cut
  structure of the Board has been designed with committees endowed with
  specific fields of specialization appointed to enhance the supervision
  effectiveness of the Board of Directors and to be elaborate in
  reviewing significant matters to ensure justified decision making.
  Also set the management system in compliance to the Good Corporate
  Governance which is ultimately pointed to the supervision and
  management with honesty, reasonableness, and independence within the
  framework of laws and code of conduct, as follows:

  5.1 Board Structure

  5.1.1 Composition and balance of power for the Board of Directors

  The Board of Directors of the Company composed of the qualified
  persons endowed with appropriateness, knowledge, experience in steel
  industries and various industries, leadership, broad perspectives,
  ability to perform as a Company’s directors, express opinions
  independently and beneficial to the Company’s operation.

  The Company’s Board of Directors comprised of the numbers of Directors
  in appropriate to the size of the Company, totaling 12 persons, 4
  persons are the Independent Directors according to the criteria of the
  Office of the Securities and Exchange Commission and the rules of the
  Company, together with 8 persons, representatives from the Company’s
  major shareholders. However, as at March 31, 2009, the Board of
  Directors of the Company left only 11 persons, due to the passing away
  of the Independent Director and the Member of Corporate Governance and
  Nomination Committee on February 21, 2009. At present, the Company is
  in the process of nominating the substituted director.

  Furthermore, the Company also has 4 Committees, constituted the Audit
  Committee, the Executive Committee, the Corporate Governance and
  Nomination Committee, and the Remuneration Committee with the duties
  to scrutinize specific tasks and regularly report to the Board of
  Directors for consideration or acknowledgement.

  5.1.2 Segregation of the Chairman and the President positions

  Given the different important roles of the Chairman as the leader in
  setting corporate policies and the President with a leading role in
  management of day-to-day business, individuals in both positions of
  the Company, hence, must not be the same person for the sake of
  segregated duties and well-balanced power.

  5.1.3 Independent directors

  The Board of Directors is well aware that genuine independence is a
  fundamental to excellence in management, which, in turn, boosts
  investor confidence. With this regard, the Company has specified the
  definitions of “Independent Director”, which has been reviewed and
  adjusted to be more intensive than the minimum criteria of the Office
  of the Securities and Exchange Commission, as below:

  Qualifications of the Independence Director:

  (Revised on January 16, 2009, to be in accordance with the criteria of
  the Office of the Securities and Exchange Commission No. Tor Jor
  4/2552, Dated February 20, 2009)

-   Not holding over 1% of total voting shares of the Company, the
    parent company, subsidiary, associate, or juristic person which may
    have conflict of interest, including those shares held by related
    persons.

-   Not managing or being employees, staff, salary-based advisor, person
    with controlling power of the Company, the parent company,
    subsidiary, associate, or juristic person which may have conflict of
    interest, and not having been in such interests or stakes for at
    least 24 months before an appointment.

-   Not having lineage, marriage, or legally registered relationship
    with persons with conflict of interest being father, mother, spouse,
    child or sibling (sibling including spouse of child) of an
    executive, major shareholder, controlling person or person who shall
    be nominated to be executive or controlling person of the Company
    and/or its subsidiaries.

-   Not having any of the business relationship with the Company, parent
    company, subsidiary, associate or juristic person which may have
    conflict of interest that may jeopardize the independent judgement
    of each member, also must not being or have not been major
    shareholder, non-independent director or executive of the person who
    has business relationship with the Company, parent company,
    subsidiary, associate or juristic person which may have conflict of
    interest, and not having been in such relationship for at least 24
    months before an appointment as the following:

1)  An ordinary trading transaction for business operation such as
    selling products, buying raw materials or providing services which
    value 3% or higher of the net tangible assets of the Company or
    within the period of 12 months.

2)  Transactions regarding renting or leasing of immovable properties.

3)  Transaction regarding assets or services such as acquisition or
    disposal of assets, rights and give or receive services.

4)  Receiving or granting financial assistance transactions such as
    receiving or granting, loan, guarantee, using assets as collateral
    as well as any similar conduct which results in having debt
    obligations to be paid to other parties.

  The aforementioned 4 items must have a value of 3% or higher of the
  net tangible assets of the Company or Baht 20 million or higher,
  whichever is lower, within the period of 12 months. In the case of the
  receiving or granting financial assistance transactions, the debt
  obligations occurring within the period of one (1) year prior to the
  date of having the business relationship with the same person shall be
  included.

-   Not being the auditor of the Company, parent company, subsidiary,
    associates or juristic persons which may have conflict of interest,
    including being major shareholder, non-executive director, executive
    or partner of the audit firm of the auditor of the Company, parent
    company, subsidiaries, associates or juristic persons which may have
    conflict of interest, and not having such relationship for at least
    24 months before an appointment.

-   Not being professional advisors, including legal advisor or
    financial advisor which receives remuneration in excess of Baht 2
    million per year from the Company, parent company, subsidiary,
    associate or juristic person which may have conflict of interest.

  In the case that the professional advisor is a juristic person, the
  prohibition shall include the major shareholder, non-executive
  director, executive or partner of such advisor, and not having been in
  such relationship for at least 24 months before an appointment.

-   Not being a representative director of director, the major
    shareholder or shareholder which relates to the major shareholder of
    the Company.

-   Not having any manner that may affect the independent opinion
    regarding the Company’s business operation.

-   Being able to equally take care of the interest of shareholders.

-   Being able to ensure that the conflict of interest does not occur.

-   Being able to attend the Board of Directors Meeting in order to
    decide the matters independently.

-   Shall have the qualifications and not having prohibited
    characteristics as stipulated in the Articles of Association of the
    Company, the Public Limited Companies Act and the rules of the
    Office of the Securities and Exchange Commission.

  5.1.4 Appointment of Committees

1)  Audit Committee

  The Audit Committee is composed of three independent directors, which
  all of the members have knowledge or experience in accounting or
  finance, and with one, as the minimum, knowledgeable and experienced
  in auditing the Financial Statements. The Audit Committee is to be
  responsible for monitoring the operations in compliance with the
  Company’s policies and Articles of Association, provisions of laws,
  general practices and other regulations concerned. It is also vested
  with the responsibilities to encourage and elevate the financial and
  accounting reporting systems to international standards, and to ensure
  that the internal control, internal audit, as well as risk management
  systems are well-devised, suitable, sophisticated, and efficient.

  The Board of Directors encourages and entrusts the Audit Committee to
  fully perform its duties and be independent in expressing views by
  hiring an outside auditing agency to function the internal audits and
  report its findings directly to the Audit Committee. As deemed
  necessary, the Audit Committee is free to seek supplementary advice
  from independent consultants outside with all the incurred costs borne
  by the Company.

2)  Executive Committee

  Executive Committee comprises of five directors. The Executive
  Committee bears its responsibilities in supervising the Company
  business as assigned by the Board of Directors in terms of
  consideration of policies, strategies, management structure,
  authorized power, corporate plans, and budgets, supervision and
  follow-up of the Company’s operations, and review of matters to be
  proposed to the consideration of the Board of Directors.

3)  The Corporate Governance and Nomination Committee

  The Corporate Governance and Nomination Committee constitutes of three
  directors with two members being independent. The Corporate Governance
  and Nomination Committee play a key role in advising, reviewing, and
  supervising performances of the Board of Directors and the management
  in line with the corporate governance framework of the Company. It is
  also actively involved in initiating guidelines as well as nominating
  prospective directors or President to fill board vacancies due to
  directors’ term completion or any other reasons.

  4) Remuneration Committee

  The Remuneration Committee is formed with three directors with two
  members being independent with the responsibilities to look into and
  keep track of changes and tendency concerning remuneration for the
  Board of Directors, Committees and the President of the Company, so to
  advise the Board of Directors on the establishment of remuneration
  scheme that is appealing enough for the supervision and management
  towards set goals and retention of capable and ethical members
  essential to business prosperity.

  5.1.5 Terms of the Board of Directors and Committees

  The Articles of Association of the Company states that the term of
  office of each director equals three years. At each annual general
  meeting of shareholders, one-third of total number of directors are
  obliged to retire, according to the order of retirement agreed among
  the directors. There is no prohibition on the re-election of former
  directors of the Company.

  Term appointed to office of committees is as well fixed at three
  years, dependent upon each director’s term of office, with no
  prohibition on the re-appointment of previous committees of the
  Company.

  5.1.6 Qualifications and selection of the Board of Directors

  It is the duty of the Company's Corporate Governance and Nomination
  Committee to locate for candidates in place of directors, who complete
  their terms of office or retire with some other reasons, and nominate
  them to the Board of Directors’ meetings and/or the shareholders’
  meetings for election or appointment resolution. The Committee will
  select candidates endowed with knowledge, experience, diversity of
  skills, leadership, broad perspectives, adherence to moral and ethical
  principles, transparent and high career profile, and boldness to
  express opinions independently.

  The Corporate Governance and Nomination Committee assists the Board of
  Directors, exclude those directors who are the stakeholders, in
  nominating candidates. In the case of proposing the election of
  directors to the shareholders' meetings, it will be in accordance with
  rules and procedures stipulated in the Company’s Articles of
  Association as follows:

  (a) Each shareholder has one vote per share.

  (b) Directors are elected by vote, either on an individual or group
  basis, provided that in the voting or resolution process, each
  shareholder exercises all of his or her votes as per (a) without
  partial votes apportioned to any particular candidate.

  (c) The election of directors is subject to the majority of votes and
  in the case of equal votes, the chairman of the meeting is given the
  casting vote.

  5.1.7 Remuneration for Directors and the Management

  Policies concerning remuneration for directors and the management of
  the Company are carried out distinctly and transparently. Remuneration
  is determined at a level that is comparable to the general practice in
  the industry and persuasive enough to retain essential directors and
  management, yet excessive pays are avoided.

  Remuneration Committee is assigned to propose the remuneration for the
  Board of Directors and Committee members, taking into consideration of
  individuals’ responsibilities and overall operating results of the
  Company, for the shareholders’ approval. In respect of the
  remuneration to be paid for the President, the Board of Directors, as
  recommended by the Remuneration Committee, considers the appropriate
  amount base on his scope of responsibilities and performance, as well
  as the operating results of the Company as a whole, both short-term
  and long term.

  The remuneration for directors and managements for the year 2008 -
  2009 are as follows:

  5.1.7.1 Financial Remuneration

  Total financial remuneration for Board of Directors and management of
  the Company is set out as follows:

  5.1.7.1.1 Total Remuneration for the Board of Directors of the Company

  The financial remuneration of the Board of Directors can be divided
  into two categories as 1) Fixed Remuneration which will be paid every
  quarter and 2) Attendance Fee which will be paid based on actual
  attendance of director. Details are as follows:

  ----------------------- --------------- ---------------- ---------------
                                          Remuneration     Attendance Fee

                                          (Baht/Year)      (Baht/Time)

  Board of Directors      Chairman        900,000          60,000

                          Vice Chairman   750,000          30,000

                          Director        675,000          30,000

  Audit Committee         Chairman        240,000          22,500

                          Member          165,000          15,000

  Executive Committee     Chairman        0                22,500

                          Member          0                15,000

  Corporate Governance    Chairman        135,000          22,500
  and Nomination                                           
  Committee                                                

                          Member          90,000           15,000

  Remuneration Committee  Chairman        135,000          22,500

                          Member          90,000           15,000
  ----------------------- --------------- ---------------- ---------------

In the year 2008-2009 (April 2008 - March 2009), the total remuneration
obtained by each director, separated by Committee, are as follows:

+---+-------------------+-------+------+------+------+--------+-------+
| N | Name-Surname      | Re    |      |      |      |        |       |
| o |                   | muner |      |      |      |        |       |
| . |                   | ation |      |      |      |        |       |
|   |                   | (     |      |      |      |        |       |
|   |                   | Baht) |      |      |      |        |       |
+---+-------------------+-------+------+------+------+--------+-------+
|   |                   | Board | A    | E    | C    | Remune | Total |
|   |                   |       | udit | xecu | orpo | ration |       |
|   |                   | of    | C    | tive | rate | Com    |       |
|   |                   |       | ommi | C    |      | mittee |       |
|   |                   | Dire  | ttee | ommi | Go   |        |       |
|   |                   | ctors |      | ttee | vern |        |       |
|   |                   |       |      |      | ance |        |       |
|   |                   |       |      |      |      |        |       |
|   |                   |       |      |      | and  |        |       |
|   |                   |       |      |      | No   |        |       |
|   |                   |       |      |      | mina |        |       |
|   |                   |       |      |      | tion |        |       |
|   |                   |       |      |      | C    |        |       |
|   |                   |       |      |      | ommi |        |       |
|   |                   |       |      |      | ttee |        |       |
+---+-------------------+-------+------+------+------+--------+-------+
| 1 | Mr.               | 1,    | -    | -    | -    | -      | 1,    |
| . | Balasubramanian   | 080,0 |      |      |      |        | 080,0 |
|   | Muthuraman        | 00.00 |      |      |      |        | 00.00 |
|   |                   |       |      |      |      |        |       |
|   | Chairman          |       |      |      |      |        |       |
+---+-------------------+-------+------+------+------+--------+-------+
| 2 | Mr. Hemant        | 900,0 | -    | 2    | -    | 157,   | 1,    |
| . | Madhusudan        | 00.00 |      | 2,50 |      | 500.00 | 080,0 |
|   | Nerurkar *        |       |      | 0.00 |      |        | 00.00 |
|   |                   |       |      |      |      |        |       |
|   | Vice Chairman,    |       |      |      |      |        |       |
|   | Chairman of       |       |      |      |      |        |       |
|   |                   |       |      |      |      |        |       |
|   | Executive         |       |      |      |      |        |       |
|   | Committee and     |       |      |      |      |        |       |
|   | Chairman          |       |      |      |      |        |       |
|   |                   |       |      |      |      |        |       |
|   | of Remuneration   |       |      |      |      |        |       |
|   | Committee         |       |      |      |      |        |       |
+---+-------------------+-------+------+------+------+--------+-------+
| 3 | Mr. Kriang        | 825,0 | 35   | -    | -    | -      | 1,    |
| . | Kiatfuengfoo      | 00.00 | 2,50 |      |      |        | 177,5 |
|   |                   |       | 0.00 |      |      |        | 00.00 |
|   | Independent       |       |      |      |      |        |       |
|   | Director and      |       |      |      |      |        |       |
|   |                   |       |      |      |      |        |       |
|   | Chairman of Audit |       |      |      |      |        |       |
|   | Committee         |       |      |      |      |        |       |
+---+-------------------+-------+------+------+------+--------+-------+
| 4 | Mr. Maris Samaram | 825,0 | 24   | -    | 10   | -      | 1,    |
| . |                   | 00.00 | 0,00 |      | 5,00 |        | 170,0 |
|   | Independent       |       | 0.00 |      | 0.00 |        | 00.00 |
|   | Director,         |       |      |      |      |        |       |
|   |                   |       |      |      |      |        |       |
|   | Audit Committee   |       |      |      |      |        |       |
|   | and               |       |      |      |      |        |       |
|   |                   |       |      |      |      |        |       |
|   | Corporate         |       |      |      |      |        |       |
|   | Governance and    |       |      |      |      |        |       |
|   |                   |       |      |      |      |        |       |
|   | Nomination        |       |      |      |      |        |       |
|   | Committee         |       |      |      |      |        |       |
+---+-------------------+-------+------+------+------+--------+-------+
| 5 | Asst. Prof.       | 795,0 | 24   | -    | -    | 105,   | 1,    |
| . | Rawewan           | 00.00 | 0,00 |      |      | 000.00 | 140,0 |
|   | Peyayopanakul     |       | 0.00 |      |      |        | 00.00 |
|   |                   |       |      |      |      |        |       |
|   | Independent       |       |      |      |      |        |       |
|   | Director,         |       |      |      |      |        |       |
|   |                   |       |      |      |      |        |       |
|   | Audit Committee   |       |      |      |      |        |       |
|   | and Remuneration  |       |      |      |      |        |       |
|   |                   |       |      |      |      |        |       |
|   | Committee         |       |      |      |      |        |       |
+---+-------------------+-------+------+------+------+--------+-------+
| 6 | Mr. Koushik       | 765,0 | -    | -    | 15   | 105,   | 1,    |
| . | Chatterjee        | 00.00 |      |      | 7,50 | 000.00 | 027,5 |
|   |                   |       |      |      | 0.00 |        | 00.00 |
|   | Director,         |       |      |      |      |        |       |
|   | Executive         |       |      |      |      |        |       |
|   | Committee and     |       |      |      |      |        |       |
|   | Chairman of the   |       |      |      |      |        |       |
|   |                   |       |      |      |      |        |       |
|   | Corporate         |       |      |      |      |        |       |
|   | Governance and    |       |      |      |      |        |       |
|   |                   |       |      |      |      |        |       |
|   | Nomination        |       |      |      |      |        |       |
|   | Committee         |       |      |      |      |        |       |
+---+-------------------+-------+------+------+------+--------+-------+
| 7 | Mr. Hridayeshwar  | 825,0 | -    | 1    | -    | -      | 840,0 |
| . | Jha               | 00.00 |      | 5,00 |      |        | 00.00 |
|   |                   |       |      | 0.00 |      |        |       |
|   | Director and      |       |      |      |      |        |       |
|   | Executive         |       |      |      |      |        |       |
|   | Committee         |       |      |      |      |        |       |
+---+-------------------+-------+------+------+------+--------+-------+
| 8 | Mr. Oo Soon Hee   | 825,0 | -    | -    | -    | -      | 825,0 |
| . |                   | 00.00 |      |      |      |        | 00.00 |
|   | Director and      |       |      |      |      |        |       |
|   | Executive         |       |      |      |      |        |       |
|   | Committee         |       |      |      |      |        |       |
+---+-------------------+-------+------+------+------+--------+-------+
| 9 | Mr. Thachart      | 589,5 | -    | -    | -    | -      | 589,5 |
| . | Viswanarth        | 65.00 |      |      |      |        | 65.00 |
|   | Narendran⁽¹⁾      |       |      |      |      |        |       |
|   |                   |       |      |      |      |        |       |
|   | Director          |       |      |      |      |        |       |
+---+-------------------+-------+------+------+------+--------+-------+
| 1 | Mr. Chumpol       | 727,5 | -    | -    | 9    | -      | 823,5 |
| 0 | Donsakul⁽²⁾       | 00.00 |      |      | 6,00 |        | 00.00 |
| . |                   |       |      |      | 0.00 |        |       |
|   | Independent       |       |      |      |      |        |       |
|   | Director and      |       |      |      |      |        |       |
|   | Corporate         |       |      |      |      |        |       |
|   |                   |       |      |      |      |        |       |
|   | Governance and    |       |      |      |      |        |       |
|   | Nomination        |       |      |      |      |        |       |
|   |                   |       |      |      |      |        |       |
|   | Committee         |       |      |      |      |        |       |
+---+-------------------+-------+------+------+------+--------+-------+
| 1 | Mr. Taratorn      | 825,0 | -    | -    | -    | 105,   | 930,0 |
| 1 | Premsoontorn      | 00.00 |      |      |      | 000.00 | 00.00 |
| . |                   |       |      |      |      |        |       |
|   | Director and      |       |      |      |      |        |       |
|   | Remuneration      |       |      |      |      |        |       |
|   |                   |       |      |      |      |        |       |
|   | Committee         |       |      |      |      |        |       |
+---+-------------------+-------+------+------+------+--------+-------+
| 1 | Mr. Santi         | 825,0 | -    | 1    | -    | -      | 840,0 |
| 2 | Charnkolrawee     | 00.00 |      | 5,00 |      |        | 00.00 |
| . |                   |       |      | 0.00 |      |        |       |
|   | President and     |       |      |      |      |        |       |
|   | Executive         |       |      |      |      |        |       |
|   | Committee         |       |      |      |      |        |       |
+---+-------------------+-------+------+------+------+--------+-------+
| T |                   | 9,    | 83   | 5    | 35   | 472,   | 11,   |
| o |                   | 807,0 | 2,50 | 2,50 | 8,50 | 500.00 | 523,0 |
| t |                   | 65.00 | 0.00 | 0.00 | 0.00 |        | 65.00 |
| a |                   |       |      |      |      |        |       |
| l |                   |       |      |      |      |        |       |
+---+-------------------+-------+------+------+------+--------+-------+

Remark: (1) Has been appointed Since July 21, 2008

(2) Passed away on February 21, 2009

  5.1.7.1.2 Total Remuneration for the management of the Company

  Total remuneration in form of salary, annual bonus in 2008-2009 (April
  1, 2008 - March 31, 2009) for 12 managements are Baht 56.72 million.

  5.1.7.1.3 Total Remuneration for the Board of Directors of its core
  subsidiaries

  The Company does not offer nor pay any remuneration to Directors of
  its subsidiaries.

  5.1.7.1.4 Total Remuneration for the management of its core
  subsidiaries

  Total remuneration in the form of salary, annual bonus in 2008 - 2009
  (April 1, 2008 - March 31, 2009) for 3 managements are included in the
  remuneration for management of TSTH in 5.1.7.1.2.

  5.1.7.2 Other types of Remuneration

  The Company made provident fund contributions for the management of
  the Company and its subsidiaries at the approximate rate of 10% of
  total salary earned, or a total contribution in 2008 - 2009 (April 1,
  2008 - March 31, 2009) of approximately Baht 4.09 Million of 12
  members.

  Moreover, the management of TSTH and the managing directors of its
  subsidiaries are provided with cars.

  However, the Company has no policy to provide an Employee Stock Option
  Program (ESOP) to the management but other forms of remuneration, the
  extent of which is based on performance, as reflected in the Company’s
  operating results, assigned duties and responsibilities, as well as
  potentiality of each individual.

  5.2 Roles, Duties, and Responsibilities of the Board of Directors

  5.2.1 Leadership and vision

  The Board of Directors exhibits its leadership and independence when
  it comes to defining direction, vision, mission, corporate policies,
  and strategic planning essential to carry out the company business.
  Its scope of responsibilities ranges from examining and reviewing
  operating plans, objectives, and budgeting procedures, particularly
  concerning research and development of the organization and products
  to ensure sufficient budget allocation, fostering corporate
  competitiveness, evaluating overall performances of the Company and
  the entire Board of Directors, including individual performance of the
  top-management, overseeing, scrutinizing, improving, and developing
  the risk management, internal control, and internal audit systems to
  keep pace with changing situations, and elevating the Company’s
  corporate governance to internationally recognized standards. Indeed,
  the Board of Directors must dedicate itself to the Company without
  seeking benefits in an inappropriate way for its own or for any
  particular person and must not take any actions that possibly bring
  about conflicts of interest or obstruct the businesses of the Company
  and subsidiaries with the ultimate goal; that is, to firmly carry on
  the business for the achievement of well-balanced and sustainable
  benefits for collective stakeholders whilst adding the shareholders’
  wealth to the future ahead.

  5.2.2 Business Ethics

  The Company has adopted the Tata Code of Conduct (“TCOC”), which
  emphasize on operating the business with ethics, by making it in
  writing and publishing the “TCOC Handbook” in Thai version and also
  delivered to the Board of Directors, Executive Committee, Managements
  and all employees. In this regard, the Board of Directors of the
  Company has been monitoring, communicating and encouraging its
  employees in all levels to strictly and regularly adhere to the Code
  of Conduct as a guideline, especially in honesty, transparency and
  equitability. If there is a breach or possibility of breaching the
  Code of the Company, an employee must report to his/her direct
  supervisor. Moreover, the Company has announced the “Whistle Blower
  Policy” as a tool for all employees to safely report any situations or
  violated circumstances or in doubt of violated to the Tata Code of
  Conduct circumstances for the effectiveness in the business operation.

  The Company will remain the reputation and acceptance of TATA Group
  which have been accumulated for over one hundred years by “creating
  high standard of organization and individual behavior”.

  5.2.3 Handling of conflicts of interest

  The Board of Directors is highly concerned about contemplating the
  issue of conflicts of interest carefully, honestly, reasonably,
  independently, and transparently for the best interests of the Company
  as a whole. It also strictly conforms to rules and regulations
  governed by the Office of the Securities and Exchange Commission, the
  Stock Exchange of Thailand, the company bylaws, and concerned legal
  provisions, as well as arranges for a clear and complete disclosure of
  such compliance. Additionally, it is the duty of the Board of
  Directors to make certain that all the directors, management,
  employees, or related persons of the Company stand against the
  dissemination of insider information or the exploitation of such
  information for their own interests. Upon an incident where a director
  has a stake or interest on a discussed issue, he/she will be notified
  to either not attend the meeting or to abstain his/her votes.

  The Company also gives serious attention to compliance with code of
  conduct and has clearly outlined the best practices for employees at
  all levels to implement.

  5.3 Risk Management

  The Company’s risk management mechanism has been set up properly and
  efficiently throughout the organization to fully match the
  international standards. The Audit Committee is assigned to evaluate
  the effectiveness of such mechanism and consistently report their
  findings to the Board of Directors. This is to bring risk indicators
  for preventing or alleviating any possible losses to the operations of
  the Company.

  5.4 Encouragement of the internal control and internal audit systems

  The Board of Directors has fostered staff at all levels to realize the
  great essence of the internal control and internal audit systems by
  providing them with thorough and efficient ones that integrate diverse
  activities of individual departments, yet maintaining flexibility in
  operation. The systems are designed to support self-control and
  assessment by the staff to mitigate the risk concerning frauds,
  unethical exertion of power, and legal violations.

  To enhance the systems, an outside independent agency has been hired
  to conduct the internal audits for the Company and subsidiaries and
  report directly to the Audit Committee. Its functions are to monitor
  the operations’ consistency with corporate policies, operating plans,
  assigned authority, as well as concerned regulations, to assess
  independently the risk management and internal control systems to
  ensure they are in place and effective, and to scrutinize major
  operations as well as significant financial activities in accordance
  with predetermined rules and regulations.

  5.5 Meeting of the Board of Directors

  Plans outlining meeting dates, coupled with significant agenda items
  and performance reviews, are well-scheduled in advance on a quarterly
  basis at least. Occasional meetings are possible upon the emergence of
  urgent issues requiring consideration. Notice to attend the meeting,
  agenda, and supplementary documents are sent to the directors for
  their study prior to the meeting date. Agenda are considered with care
  based upon fair treatment of all shareholders and stakeholders.
  Independent expression of opinions is promoted. Ample time is
  allocated to each agenda to foster broad discussion of the issues,
  with the Chairman playing a role to ensure appropriate time usage in
  the meeting. Minutes of the meetings are properly recorded. There are
  also meetings of Committees for discussion on certain issues as
  assigned based on their duties.

  The management will attend the Board of Directors’ meetings to report
  the Company’s operating results, propose various issues, communicate
  useful information and opinions, and acknowledge policies as well as
  decisions made by the Board of Directors so that it can promptly and
  effectively implement those policies and operating plans.
  Nevertheless, the Board of Directors’ meetings are sometimes arranged
  in the absence of the management to discuss independently on
  management issues. Additionally, non-executive directors meet among
  themselves on occasion to discuss certain significant issues.

  Number of meeting and the directors’ attendance in the year 2008 -
  2009 are as follow:

  5.5.1 The summary of the number of the meeting and the directors’
  attendance

  Number of meetings held during 2008 - 2009 (April 2008 - March 2009)
  as follows:

+------------+--------+-------+------+-----------+---------+--------+
| No.        |   The  |       |      |           |         |        |
|            |   dire |       |      |           |         |        |
|            | ctors’ |       |      |           |         |        |
|            |   atte |       |      |           |         |        |
|            | ndance |       |      |           |         |        |
|            |   (%   |       |      |           |         |        |
|            |   of   |       |      |           |         |        |
|            |        |       |      |           |         |        |
|            |  total |       |      |           |         |        |
|            |        |       |      |           |         |        |
|            |  Board |       |      |           |         |        |
|            |   me   |       |      |           |         |        |
|            | mbers) |       |      |           |         |        |
+------------+--------+-------+------+-----------+---------+--------+
|            | Board  | Audit | E    | Corporate | Remun   | G      |
|            |        | Comm  | xecu |           | eration | eneral |
|            | of     | ittee | tive | G         | Co      |        |
|            |        |       | C    | overnance | mmittee | Share  |
|            | Dir    |       | ommi |           |         | holder |
|            | ectors |       | ttee | and       |         |        |
|            |        |       |      | N         |         |        |
|            |        |       |      | omination |         |        |
|            |        |       |      | Committee |         |        |
+------------+--------+-------+------+-----------+---------+--------+
| For the    | -      | -     | -    | -         | -       | 9      |
| year 2008  |        |       |      |           |         | (82%)  |
+------------+--------+-------+------+-----------+---------+--------+
| 1          | 11     | 3     | 3    | 3 (100%)  | 4       | -      |
|            | (100%) | (     | (    |           | (100%)  |        |
|            |        | 100%) | 60%) |           |         |        |
+------------+--------+-------+------+-----------+---------+--------+
| 2          | 11     | 3     | -    | -         | -       | -      |
|            | (92%)  | (     |      |           |         |        |
|            |        | 100%) |      |           |         |        |
+------------+--------+-------+------+-----------+---------+--------+
| 3          | 11     | 3     | -    | -         | -       | -      |
|            | (92%)  | (     |      |           |         |        |
|            |        | 100%) |      |           |         |        |
+------------+--------+-------+------+-----------+---------+--------+
| 4          | 10     | 3     | -    | -         | -       | -      |
|            | (83%)  | (     |      |           |         |        |
|            |        | 100%) |      |           |         |        |
+------------+--------+-------+------+-----------+---------+--------+
| 5          | 10     | 3     | -    | -         | -       | -      |
|            | (91%)  | (     |      |           |         |        |
|            |        | 100%) |      |           |         |        |
+------------+--------+-------+------+-----------+---------+--------+

  5.5.2 The number of the directors attendance’s details

  In 2008-2009 (April 2008 – March 2009) the Directors attended the
  meeting in each committee and the General shareholder meeting as
  detailed below:

+---+------------------+-----+-----+-----+--------+--------+------+---+
| N | Name-Surname     | At  |     |     |        |        |      |   |
| o |                  | ten |     |     |        |        |      |   |
| . |                  | dan |     |     |        |        |      |   |
|   |                  | ce/ |     |     |        |        |      |   |
|   |                  | Ar  |     |     |        |        |      |   |
|   |                  | ran |     |     |        |        |      |   |
|   |                  | gem |     |     |        |        |      |   |
|   |                  | ent |     |     |        |        |      |   |
|   |                  | for |     |     |        |        |      |   |
|   |                  | 200 |     |     |        |        |      |   |
|   |                  | 8-2 |     |     |        |        |      |   |
|   |                  | 009 |     |     |        |        |      |   |
|   |                  | (   |     |     |        |        |      |   |
|   |                  | tim |     |     |        |        |      |   |
|   |                  | es) |     |     |        |        |      |   |
+---+------------------+-----+-----+-----+--------+--------+------+---+
|   |                  | Bo  | Au  | Exe | Cor    | Remune | Gen  | T |
|   |                  | ard | dit | cut | porate | ration | eral | o |
|   |                  |     | Com | ive |        | Com    |      | t |
|   |                  | of  | mit | Com | Gove   | mittee | Sha  | a |
|   |                  |     | tee | mit | rnance |        | reho | l |
|   |                  | Dir |     | tee |        |        | lder |   |
|   |                  | ect |     |     | and    |        |      |   |
|   |                  | ors |     |     | Nomi   |        |      |   |
|   |                  |     |     |     | nation |        |      |   |
|   |                  |     |     |     | Com    |        |      |   |
|   |                  |     |     |     | mittee |        |      |   |
+---+------------------+-----+-----+-----+--------+--------+------+---+
| 1 | Mr.              | 3/5 | -   | -   | -      | -      | 1/1  | 4 |
| . | Balasubramanian  |     |     |     |        |        |      | / |
|   | Muthuraman       |     |     |     |        |        |      | 6 |
|   |                  |     |     |     |        |        |      |   |
|   | Chairman         |     |     |     |        |        |      |   |
+---+------------------+-----+-----+-----+--------+--------+------+---+
| 2 | Mr. Hemant       | 5/5 | -   | 1/1 | -      | 1/1    | 1/1  | 8 |
| . | Madhusudan       |     |     |     |        |        |      | / |
|   | Nerurkar *       |     |     |     |        |        |      | 8 |
|   |                  |     |     |     |        |        |      |   |
|   | Vice Chairman,   |     |     |     |        |        |      |   |
|   | Chairman of      |     |     |     |        |        |      |   |
|   | Executive        |     |     |     |        |        |      |   |
|   | Committee and    |     |     |     |        |        |      |   |
|   | Chairman         |     |     |     |        |        |      |   |
|   |                  |     |     |     |        |        |      |   |
|   | of Remuneration  |     |     |     |        |        |      |   |
|   | Committee        |     |     |     |        |        |      |   |
+---+------------------+-----+-----+-----+--------+--------+------+---+
| 3 | Mr. Kriang       | 5/5 | 5/5 | -   | -      | -      | 1/1  | 1 |
| . | Kiatfuengfoo     |     |     |     |        |        |      | 1 |
|   |                  |     |     |     |        |        |      | / |
|   | Independent      |     |     |     |        |        |      | 1 |
|   | Director and     |     |     |     |        |        |      | 1 |
|   |                  |     |     |     |        |        |      |   |
|   | Chairman of      |     |     |     |        |        |      |   |
|   | Audit Committee  |     |     |     |        |        |      |   |
+---+------------------+-----+-----+-----+--------+--------+------+---+
| 4 | Mr. Maris        | 5/5 | 5/5 | -   | 1/1    | -      | 0/1  | 1 |
| . | Samaram          |     |     |     |        |        |      | 1 |
|   |                  |     |     |     |        |        |      | / |
|   | Independent      |     |     |     |        |        |      | 1 |
|   | Director,        |     |     |     |        |        |      | 2 |
|   |                  |     |     |     |        |        |      |   |
|   | Audit Committee  |     |     |     |        |        |      |   |
|   | and              |     |     |     |        |        |      |   |
|   |                  |     |     |     |        |        |      |   |
|   | Corporate        |     |     |     |        |        |      |   |
|   | Governance and   |     |     |     |        |        |      |   |
|   |                  |     |     |     |        |        |      |   |
|   | Nomination       |     |     |     |        |        |      |   |
|   | Committee        |     |     |     |        |        |      |   |
+---+------------------+-----+-----+-----+--------+--------+------+---+
| 5 | Asst. Prof.      | 4/5 | 5/5 | -   | -      | 1/1    | 0/1  | 1 |
| . | Rawewan          |     |     |     |        |        |      | 0 |
|   | Peyayopanakul    |     |     |     |        |        |      | / |
|   |                  |     |     |     |        |        |      | 1 |
|   | Independent      |     |     |     |        |        |      | 2 |
|   | Director,        |     |     |     |        |        |      |   |
|   |                  |     |     |     |        |        |      |   |
|   | Audit Committee  |     |     |     |        |        |      |   |
|   | and Remuneration |     |     |     |        |        |      |   |
|   |                  |     |     |     |        |        |      |   |
|   | Committee        |     |     |     |        |        |      |   |
+---+------------------+-----+-----+-----+--------+--------+------+---+

+---+------------------+-----+-----+-----+--------+--------+------+---+
| N | Name-Surname     | At  |     |     |        |        |      |   |
| o |                  | ten |     |     |        |        |      |   |
| . |                  | dan |     |     |        |        |      |   |
|   |                  | ce/ |     |     |        |        |      |   |
|   |                  | Ar  |     |     |        |        |      |   |
|   |                  | ran |     |     |        |        |      |   |
|   |                  | gem |     |     |        |        |      |   |
|   |                  | ent |     |     |        |        |      |   |
|   |                  | for |     |     |        |        |      |   |
|   |                  | 200 |     |     |        |        |      |   |
|   |                  | 8-2 |     |     |        |        |      |   |
|   |                  | 009 |     |     |        |        |      |   |
|   |                  | (   |     |     |        |        |      |   |
|   |                  | tim |     |     |        |        |      |   |
|   |                  | es) |     |     |        |        |      |   |
+---+------------------+-----+-----+-----+--------+--------+------+---+
|   |                  | Bo  | Au  | Exe | Cor    | Remune | Gen  | T |
|   |                  | ard | dit | cut | porate | ration | eral | o |
|   |                  |     | Com | ive |        | Com    |      | t |
|   |                  | of  | mit | Com | Gove   | mittee | Sha  | a |
|   |                  |     | tee | mit | rnance |        | reho | l |
|   |                  | Dir |     | tee |        |        | lder |   |
|   |                  | ect |     |     | and    |        |      |   |
|   |                  | ors |     |     | Nomi   |        |      |   |
|   |                  |     |     |     | nation |        |      |   |
|   |                  |     |     |     | Com    |        |      |   |
|   |                  |     |     |     | mittee |        |      |   |
+---+------------------+-----+-----+-----+--------+--------+------+---+
| 6 | Mr. Koushik      | 3/5 | -   | 0/1 | 1/1    | 1/1    | 1/1  | 6 |
| . | Chatterjee       |     |     |     |        |        |      | / |
|   |                  |     |     |     |        |        |      | 9 |
|   | Director,        |     |     |     |        |        |      |   |
|   | Executive        |     |     |     |        |        |      |   |
|   | Committee and    |     |     |     |        |        |      |   |
|   | Chairman of the  |     |     |     |        |        |      |   |
|   |                  |     |     |     |        |        |      |   |
|   | Corporate        |     |     |     |        |        |      |   |
|   | Governance and   |     |     |     |        |        |      |   |
|   |                  |     |     |     |        |        |      |   |
|   | Nomination       |     |     |     |        |        |      |   |
|   | Committee        |     |     |     |        |        |      |   |
+---+------------------+-----+-----+-----+--------+--------+------+---+
| 7 | Mr. Hridayeshwar | 5/5 | -   | 1/1 | -      | -      | 1/1  | 7 |
| . | Jha              |     |     |     |        |        |      | / |
|   |                  |     |     |     |        |        |      | 7 |
|   | Director and     |     |     |     |        |        |      |   |
|   | Executive        |     |     |     |        |        |      |   |
|   | Committee        |     |     |     |        |        |      |   |
+---+------------------+-----+-----+-----+--------+--------+------+---+
| 8 | Mr. Oo Soon Hee  | 5/5 | -   | 0/1 | -      | -      | 1/1  | 6 |
| . |                  |     |     |     |        |        |      | / |
|   | Director and     |     |     |     |        |        |      | 7 |
|   | Executive        |     |     |     |        |        |      |   |
|   | Committee        |     |     |     |        |        |      |   |
+---+------------------+-----+-----+-----+--------+--------+------+---+
| 9 | Mr. Thachart     | 4/4 | -   | -   | -      | -      | -    | 4 |
| . | Viswanarth       |     |     |     |        |        |      | / |
|   | Narendran⁽¹⁾     |     |     |     |        |        |      | 4 |
|   |                  |     |     |     |        |        |      |   |
|   | Director         |     |     |     |        |        |      |   |
+---+------------------+-----+-----+-----+--------+--------+------+---+
| 1 | Mr. Chumpol      | 4/4 | -   | -   | 1/1    | -      | 1/1  | 6 |
| 0 | Donsakul⁽²⁾      |     |     |     |        |        |      | / |
| . |                  |     |     |     |        |        |      | 6 |
|   | Director and     |     |     |     |        |        |      |   |
|   | Corporate        |     |     |     |        |        |      |   |
|   |                  |     |     |     |        |        |      |   |
|   | Governance and   |     |     |     |        |        |      |   |
|   | Nomination       |     |     |     |        |        |      |   |
|   |                  |     |     |     |        |        |      |   |
|   | Committee        |     |     |     |        |        |      |   |
+---+------------------+-----+-----+-----+--------+--------+------+---+
| 1 | Mr. Taratorn     | 5/5 | -   | -   | -      | 1/1    | 1/1  | 7 |
| 1 | Premsoontorn     |     |     |     |        |        |      | / |
| . |                  |     |     |     |        |        |      | 7 |
|   | Director and     |     |     |     |        |        |      |   |
|   | Remuneration     |     |     |     |        |        |      |   |
|   |                  |     |     |     |        |        |      |   |
|   | Committee        |     |     |     |        |        |      |   |
+---+------------------+-----+-----+-----+--------+--------+------+---+
| 1 | Mr. Santi        | 5/5 | -   | 1/1 | -      | -      | 1/1  | 7 |
| 2 | Charnkolrawee    |     |     |     |        |        |      | / |
| . |                  |     |     |     |        |        |      | 7 |
|   | President        |     |     |     |        |        |      |   |
+---+------------------+-----+-----+-----+--------+--------+------+---+

Remark: (1) Has been appointed Since July 21, 2008

(2) Passed away on February 21, 2009

  5.6 Training and development program for Directors and Managements

  The Company emphasizes and continuously supports the training and
  development for the directors and the management from the related
  institute such as the Stock Exchange of Thailand, Thai Institute of
  Directors Association (“IOD”), public and private institute. The
  Company will take care of all the expenses in order that the director
  or management can achieve anticipated performance level with high
  efficiency and develop themselves up to date to the changing
  situation. Most of the directors were trained on many curricular
  provided by the IOD. Details are shown in the information of the
  directors, management and authorized person of the Company (in the
  attachment 1).

10.4 Supervision of the insider information exploitation

  The Company has strictly set out policies and taken several stringent
  measures to guard the use of insider information for the benefits of
  directors and the management. One of the measures includes educating
  the directors and the management concerning their duty to submit a
  report of their proportionate securities holdings and movements in all
  types of company securities in accordance with the notifications of
  the Office of the Securities and Exchange Commission (“SEC”) and the
  rules of the Stock Exchange of Thailand, including penalties,
  prescribed in the Act, for violation of such rule.

  Furthermore, the Board of Directors has established a cautious
  internal control system to oversee the use of confidential information
  to be in conformity with the Company’s principles of good corporate
  governance, by setting a procedure to prevent the use of inside
  information for abusive self-dealing such as insider trading of
  directors or managements, including employees in department connected
  to the information of the Company and it subsidiaries (including
  spouse and minor child of such person) as follow:

-   Those insiders are prohibited to deal in company securities trading
    for a period of 2 weeks prior to the disclosure of the quarterly and
    yearly financial statements, and within 24 hours after the
    submission of such reports to the Stock Exchange of Thailand
    (Blackout Period).

-   In case of other important information which has not been disclosed
    and may significantly affects the securities trading price, the
    Board of Directors specifies not to have the insiders trade company
    securities until the lapse of 24 hours since the disclosure of such
    information to the general public.

  As on March 31, 2009, report on the securities holding of Directors
  and Management can be summarized as following;

  ------------ ----------------- ----------- ------------ -------- ------------ ------------- ----------- -------------
  No.          Name                          Ordinary                                                     
                                             Shares (No.                                                  
                                             of Shares)                                                   

                                             Tata Steel                         Affiliated                
                                             (Thailand)                         Companies                 
                                             Plc.                                                         

                                                                                                          

                                             Reporter     Spouse   increase     Reporter      Spouse      increase

                                                          or       (decrease)                 or          (decrease)

                                                          Minor    in fiscal                  Minor child in fiscal
                                                          child    year                                   year

                                                                   (April                                 (April 1,08 -
                                                                   1,08 - March                           March 31,09)
                                                                   31,09)                                 

  Board of                                                                                                 
  Directors                                                                                               

  1            Mr. B. Muthuraman             -            -        -            2,654^((a))   -           -

  2            Mr. H. M.                     -            -        -            659^((a))     1^((a))     191^((a))
               Nerurkar                                                                                   

  3            Mr. Kriang                    -            -        -            -             -           -
               Kiatfuengfoo                                                                               

  4            Mr. Maris Samaram             -            -        -            -             -           -

  5            Asst. Prof.                   22,000       -        -            -             -           -
               Rawewan                                                                                    
               Peyayopanakul                                                                              

  6            Mr. Koushik                   -            -        -            6,000^((b))   -           6,000^((b))
               Chatterjee                                                                                 

  7            Mr. H. Jha                    -            -        -            2,809^((a))   -           -

  8            Mr. Oo Soon Hee               -            -        -            -             -           -

  9            Mr. T. V.                     -            -        -            800^((a))     -           -
               Narendran                                                                                  

  10           Mr. Taratorn                  -            -        -            -             -           -
               Premsoontorn                                                                               

  11           Mr. Santi                     2,000,000    -        -            -             -           -
               Charnkolrawee                                                                              

  Management                                                                                               

  12           Mr. Udom                      -            -        -            -             -           -
               Siripanich                                                                                 

  13           Mr. Laptawee                  -            -        -            -             -           -
               Senavonge                                                                                  

  14           Mr. Amit Ghosh                -            -        -            -             -           -

  15           Mrs. Srithai                  -            -        -            -             -           -
               Hemsoraj                                                                                   

  16           Mr. Theerayuth                -            -        -            -             -           -
               Lertsirarangsun                                                                            

  17           Mr. Parin                     200,000      -        -            -             -           -
               Teerakathiti                                                                               

  18           Mr. Sunil Seth                -            -        -            -             -           -

  19           Mr. V. B. Singh               -            -        -            -             -           -

  20           Mr. Wisoot                    -            -        -            -             -           -
               Anupunthumetha                                                                             

  21           Mr. Thana                     250,000      -        50,000       -             -           -
               Ruangsilasingha                                                                            

  22           Mr. Aditya Roy                -            -        -            530^((a))     100^((a))   -
               Choudhury                                                                                  
  ------------ ----------------- ----------- ------------ -------- ------------ ------------- ----------- -------------

Remarks: 1. Tata Steel (Thailand) Plc. has 8,168,767,623 Ordinary
shares, 252,773,225 Preferred shares, 1,083,275,200 units of Warrant 1
and 1,520,763,525 units of Warrant 2. The total Registered and Paid-up
Capital are 11,025,579,573 Baht and 8,421,540,848 Baht, respectively.

2. As per the Public Limited Companies Act, "Affiliated Company" means a
public company limited related to one or many of private company (ies)
or public company (ies) limited with the following characteristics:

- A company has the power to control the election and removal of
directors who have power to manage the whole or majority of the other
company.

- One company holds the shares in the other company more than 50% of the
issued shares.

3. “Management” means directors, managers or the first 4 persons in the
management level next below the manager, all persons who hold positions
equivalent to the fourth person in the management, and including persons
who hold positions in management level in the lines of Accounting or
Finance at the level of department manager up or equipvalent, according
to the notification of SEC "Kor Jor 17/2551".

4. (a) Tata Steel Limited.

(b) Cumulative Convertible Preference Shares (CCPS) of Tata Steel
Limited.

10.5 Human Resources

  (1) Recruitment of personnel

  The Company recruits applicants endowed with the outstanding
  attributes and ability to adjust themselves given ever-changing
  surroundings. It is seriously concerned about human resources
  development as well by providing its staff with career advancement,
  safety of workplace, challenging assignments, and reasonable
  remuneration, all under close and attentive supervision of the Human
  Resources Committee and the staff’s supervisors.

(2) Number of employees

  As at March 31, 2009, the employees of the Company Group totaled 1,376
  persons with details as follows:

  -------------- -------------- -------------- -------------- --------------
  TSTH           NTS            SISC           SCSC           Total

  168            578            306            324            1,376
  -------------- -------------- -------------- -------------- --------------

  In this regard, for the year 2008-2009, the Company has employed more
  of 180 persons in order to support the Mini Blast Furnace Project
  which will be completed around the first quarter of the year
  2008-2009. Moreover, the Company has never experiences any complaints
  or labor disputes.

  (3) Total remuneration and remuneration in kind for staff

  Remuneration for staff of the Company and subsidiaries in 2008-2009
  was granted in the form of salary, bonus, and provident fund
  contributions in the total amount of Baht 424.99 million.

  Besides, several employee welfare benefits were also offered, e.g.
  medical care, home rent, and staff uniform.

  However, the Company has no policy to provide an Employee Stock Option
  Program (ESOP) to its staff but other forms of remuneration, the
  extent of which is based on performances, assigned duties and
  responsibilities, as well as potentiality of each individual.

  (4) Policies on human resources development

  The Company realizes the importance of its staff as the most valuable
  human capital, which play a major role to build up the competitive
  advantage of the company’s business. Therefore, the Company has set a
  policy to consistently develop the efficiency, knowledge of its staff
  at all levels in correspondence with their career path, including
  Functional Development, Management Development, Productivity
  Improvement Development, Safety and Environment Development and
  Corporate Culture Development.

  Having well-organized programs to improve its staff, the Company has
  set Job Description to assign roles and responsibilities for each
  staff as well as performed the knowledge, skill and Competency Profile
  for staff at each level along with so-called Functional Competency,
  which is one of the essential staff’s qualification and Management
  Competency, the program for management level. Those competencies will
  be the evaluation criteria designated to improve the knowledge, the
  competency for the staff serving company’s expectation. In addition,
  the Company has set up the working groups to seek for the improvement
  of productivity, safety and environment to cover wide array of fields
  and to impel the guidance policy, including the development program
  for the staff to better understand all relevant issues associated with
  each guided task. The Company also determines the organizational
  culture which is so-called FIRST Culture (Flexibility, Innovation,
  Result Driven, Services and Speed, Teamwork Orientation) to be the
  guideline for the staff at all levels to ameliorate the working
  behaviour in line with the current and future business environment.

  The inception of the development program is to start from setting up
  the necessity of the development program by ways of knowledge, skill
  and critical qualification evaluation for each staff in each position
  relative to the company’s expectation. The staff, who are evaluated
  below such initial benchmark will be collectively gathered for the
  annual development program. In the aftermath, the personnel and
  supervisor are required to arrange the development programs to suit
  each staff on the list, for instance, On-the-job Training, In-house
  Training, External Training, Job Rotation, Special Assignment and
  other procedures deemed appropriate.

  Additionally, the Company is of importance that the organization of
  Knowledge Management is in systematic by ways of gathering as well as
  improving how to seek for the knowledgeable storage in the way that
  best utilizes the most in form of website, library for steel
  production technology as well as idea and experience sharing (Best
  Practice Sharing) including self-learning amongst the company’s staff
  and its subsidiaries’. In doing so, the Company arranges the variety
  learning medias in the Company for the staff to continuously
  self-develop and employ the knowledge and skill for the most
  efficiently development of operation.

10.6 Corporate Social Responsibility

  The Company and its subsidiaries aim to operate the business by being
  a good citizen with self consciousness and aware of the duty and
  responsibility for community, society and nation as a whole and also
  seriously and continuously emphasize on environment. This is the
  important factor which will gain acceptance from the society and
  enable the business operation of the Company to sustainable grow
  simultaneously with the development of society and environment.

  Many aspects of the Corporate Social Responsibility of the Company can
  be summarized as following details:

  10.6.1 Legal Compliance

  The Company and its subsidiaries aim to strictly compliance with the
  law by organizing the unit to directly take responsibility, in order
  to monitor all departments to be correctly and completely in
  compliance with the regulations stipulated by law. Regularly, each
  company has to implement and send the legal compliance report to the
  responsible department at the specific timeline. If there are any
  incorrect or incomplete acts, the notification will be made to the
  related department for immediately improve and correctly adjust.
  Moreover, in case of any rules, regulations or a new law stipulated,
  the notification or the meeting will be quickly and completely held to
  inform such compliance regulations to the related departments.

  10.6.2 Standard commodities production and Publication to consumers to
  recognize the great essence in using standard commodities

  The Company determines to produce and distribute the standard
  commodities as stipulated by law. Every piece of the Company’s product
  is certified by Thai Industrial Standard Institute (TISI) as the
  Company will continuously retain the standard by annually verification
  from TISI.

  Moreover, the Companies’ process for the product manufacture is the
  international standard system, which is certified by ISO 9001:2000
  (Quality Management Systems from the International Organization for
  Standardization). In addition, the Company realizes the importance of
  the environment, safety control for working environment to be in
  sanitary system for the employees and the competence in the
  laboratory, with the certifications of ISO14001 (International
  standard for the environmental control) TIS/OHSAS18001 (International
  standard of sanitary system and safety control system) and ISO/IEC
  17025:2005 (General requirements for the competence of testing and
  calibration laboratories), respectively.

10.6.3 Environmental Care

  Steel Industry needs to use the natural resources and immensely lean
  on the environment. Thus, the Company and its subsidiaries realize of
  the importance of effectively using the natural resources, including
  the proper management of environment in order to avoid the impact to
  communities and societies. The details of various operations can be
  summarized as follows;

  10.6.3.1 Natural resources management

-   Energy conservation

    -   Appoint the Energy Management Committee, in order to announce
        the energy policy notifications and publicize for all employees’
        acknowledgement and conduct upon the policy.

    -   Appropriately adjust working time of the Dedusting System’s
        Motor to be in accordance with the amount of the dust, in order
        to reduce the working time of the machine.

    -   Reduce the usage of the electricity at the Electric Arc Furnace
        (EAF) and the Ladle Furnace (LF), by properly adjusted the
        heating profile to be along with the production.

    -   Reduce the usage of the fuel at the Reheating Furnace (RHF), by
        planning the production of billets to be conformed to the
        rolling mill production.

    -   Shut down the electricity, air-conditioner, and the office
        equipments at the lunch break.

    -   Adjust the lighting system within the plants, substituted by the
        natural light.

-   Water resources management and water treatment

    -   Water treatment by Water Treatment Plant, is the process that
        will not effuse wastewater to the area outside the plant. The
        total water will be recycled to the manufacturing process and
        benefit to other aspects, such as, watering the trees and lawn
        within the plants.

-   Air - pollution management

    -   Installed the Canopy Hood at the area above the furnace, and
        compile as a Baghouse Filter for the treatment, before release
        out to the atmosphere. This is to dedust the manufacturing
        process pollution.

    -   Installed the Continuous Emission Monitoring System (CEMS) in
        the purpose of verification and as the information to control
        the emission of the polluted through the chimney of the fume
        dedusting plant to be at the least intensity.

    -   Installed the surveillance camera at the area of Reheating
        Furnace Chimney for the inspection of the dust and fume’s
        quantity that emit through the chimney, for abruptly resolve the
        dust problems.

    -   Set the net wall to prevent the dust on the side which near to
        the other plants.

    -   Build the foot path on the road shoulder to prevent the
        emanation of the dust.

    -   Set the slan filter encompassed of the scraps pile to prevent
        its emanation.

    -   Plant the trees circle to the scraps pile, for the beauty,
        sylvan and for preventing the dust emanation in the area of the
        scraps.

-   Green House Effect management

    -   Verify and control the emission of the Carbon Dioxide to the
        atmosphere.

    -   In progress of the study on Clean Development Mechanism (CDM
        Project) for adaptation to use in 2 projects, which are the
        “Reduction of usage of the electricity at the Electric Arc
        Furnace (EAF)” project, substituted by the new technologies,
        such as the Shaft Furnace or the Eco Arc Furnace, and
        “Replacement of fuel usage at the Reheating Furnace (RHF)”
        project, replaced the bunker oil to be the natural gas, which
        will save the use of electrical energy and the emission of the
        Carbon Dioxide.

-   Noise Pollution management

    -   Set the control room facilitated with the air-conditioner at the
        high-temperature and noisy areas, such as the furnace area and
        the rolling plant area, for the employees to operate and control
        the running of the automatic machine, in order to avoid the
        perception of any heat and noise outside the control room.

    -   Label the warning sign at the noisy area, and define all
        employees to regularly wear the anti-noise equipments when come
        to work in that area.

    -   Set the specific officer who progressively responsible for the
        verification and maintenance of the machine, and set the
        measures to control the noise from the equipments, especially at
        the area of cutting machine and melting plant.

    -   Regularly maintenance the machine that caused the noise
        according to the machine maintenance plan.

-   Waste management

    -   Manipulate the recycle material list, and clean up correctly by
        legal of every item.

    -   Closely follow-up the work of the waste processor who already
        registered with the Company.

    -   Campaign on the separating of the waste and
        consciousness-raising of the employees and vendors, for making
        the collaborative in the environment aspect, by putting enough
        of the separating bin with its complete lid all around the
        plants and the office.

  10.6.3.2 Environmental development projects for the plant and
  surrounding communities

-   Held the Big cleaning day, in order to promote and support the “5S”
    project, the basic activity that will lead to the development in
    work systems and other quality systems and also raising the
    consciousness in the environment and working circumstances.

-   Arranged the trees planting project around the plant areas and
    surrounding communities. In addition, flowers are also planted on
    the free space in the plant, for production of more green space and
    reduce the Global Warming.

-   Set the environmental conservation camp for students of the schools
    which located near the plant’s area, in order to knowledge and
    indoctrinate them the correct environmental conservation’s thought,
    including to support the group of student manipulating the
    environmental conservation project within their school.

  10.6.3.3 Compliance with environmental laws and regulations

-   EIA Measure : the Company is completely in compliance with the
    measures and regularly report to the responsible governmental
    department in the specific timeline.

-   Pollution law : the Company reported the type and quantity of the
    polluted emission from the plant, which is completely in compliance
    with the regulation stipulated by law.

-   Waste law : the Company has managed the waste within the plants, to
    be completely in compliance with the law.

10.6.4 Social Responsibility Activities

  The Company is committed to improve the quality of life of the people
  in the community and society, in order to be a part that brings Thai
  Society to be a sustainable development society. The social
  responsibility activities can be divided in 3 parts as follows:

  10.6.4.1 Children development activity in the remote areas

  The company has initiated "Grow Smart with Tata Steel" project, its
  main objective is to support the acknowledgement and self-development
  of the children in remote area, by create a book corner in the
  school’s library, procure books and learning materials to the students
  of the schools which located near the plant in each province, and to
  the schools in the remote area in others province. In this regards,
  the Company aims to implant the reading characteristics to the
  children, expand their knowledge and skills, and take those as a key
  to help their family and community. These will benefit to the
  development of the communities and society in the future. In March
  2009, the Company has given "Grow Smart with Tata Steel" book corners
  for more than 15 schools located surrounding the plants area in
  Saraburi Province, Chonburi Province and Rayong Province. The Company
  set a target to give "Grow Smart with Tata Steel" book corners for
  totaling 400 remote schools at all regions of Thailand.

  Apart from the book corner, the Company also prepared the manual about
  library management services to every school, in order to support the
  library services to be more efficient. Furthermore, the Company
  regularly sends our staffs to visit and provide additional books for
  the supported schools as appropriate.

  10.6.4.2 Supporting the surrounding communities’ activity

-   Community development activities : supporting the activity that
    promote the local culture (Kathin offering, Presenting robes to
    Buddhist priests at monastery, Casting and offering the large
    seasoning candles), building a healthy society (Mobile clinic),
    career training, supporting the impoverished person and old people,
    building the concrete road to the communities, donating the
    construction materials for temples, schools and local governmental
    sector, supporting the local media creator, and arranging the
    seminar in the subject of the safely drive motorcycle.

-   Children development activities in the communities : Improving the
    school’s canteen, building the toilet and renovating playground for
    children, providing scholarships, learning and sport equipments for
    the schools, arranging the environmental conservation camp,
    competing the composition in the topic of "good thing I want to do
    for my father" in the occasion of the National Father Day and
    organizing the National Children’s Day activities for schools.

-   Supporting the activities and making relationship with the local
    governmental sector : Arranging the sport competition in order to
    build up the relations between management, employees and local
    governmental officer, and also supporting the local governmental
    sector’s activities.

  10.6.4.3 Supporting the non-profit organization’s activity

-   Supporting the public benefit project’s activities : Foresting
    activities, supporting lunch and donating the consumer’s goods for
    the infant nursery, hosting for the Great offering robes to Buddhist
    priests at monastery, for procuring the stationary to the career
    training building for blind people, and also to the non-patron old
    blind people’s home.

-   Supporting the university student’s voluntary camp : Providing
    rebars for the voluntary camp project for the construction of
    ferroconcrete bridge.

-   Relieving people suffering from disasters : Supporting the flood
    victims in Lopburi Province and Phra Nakhon Si Ayutthaya Province.