8. Management

Organization of the Company

As at 31 March 2010, the Company’s management structure consists of the
Board of Directors and Committees, which are the Audit committee,
Executive Committee, Corporate Governance and Nomination Committee,
Remuneration Committee and Management.

  ----------- -- ----------------------- --- -- --------------------- ------ -- ----------------------- ---- -- -------------- ---------- -- ----------------- --- -- ------------- -- --
                                                                                                                                                                                       

                                                                                Board of Directors                                                                                     

                                                                                                                                                                                       

                                                Executive Committee                                             Audit                                                                  
                                                                                                                Committee                                                              

                                                                                                                                                                                       

                                                                                                                                                                                       

                                                                                                                               Internal                                                
                                                                                                                               Audit                                                   
                                                                                                                               Office                                                  

                                                                                                                                                                                       

                                                Corporate Governance                                            Remuneration                                                           
                                                and Nomination                                                  Committee                                                              
                                                Committee                                                                                                                              

                                                                                                                                                                                       

                                                                                                                                                                                       

                                                                                President                                                                                              

                                                                                                                                                                                       

                                                                                                                Corporate                                                              
                                                                                                                Business                                                               
                                                                                                                Development                                                            
                                                                                                                Office                                                                 

                                                Corporate Secretary                                                                                                                    
                                                Office                                                                                                                                 

                                                                                                                                                                                       

                                                                                                                Total Quality                                                          
                                                                                                                Management                                                             
                                                                                                                Office                                                                 

                                                                                                                                                                                       

                                                                                                                                                                                       

                                                                                                                                                                                       

  Chief                                                                                                                                                                                
  Operating                                                                                                                                                                            
  Officer                                                                                                                                                                              

                                                                                                                                                                                       

                 Managing Director The          Vice                            Vice                            Chief                        Vice                     Vice             
                 Siam Iron and Steel            President-Marketing             President-Procurement           Financial                    President-Human          President -      
                 (2001) Co.,Ltd.                and Sales                                                       Officer                      Resources and            MBF Project      
                                                                                                                                             Corporate Affairs                         

                                                                                                                                                                                       

                                                                                                                                                                                       

                                                                                                                                                                                       

                 Managing Director The                                                                                                                                                 
                 Siam Construction Steel                                                                                                                                               
                 Co., Ltd.                                                                                                                                                             

                                                                                                                                                                                       

                                                                                                                                                                                       

                                                                                                                                                                                       

                 Managing Director                                                                                                                                                     
                 N.T.S. Steel Group Plc.                                                                                                                                               

                                                                                                                                                                                       

                                                                                                                                                                                       

                 Vice                                                                                                                                                                  
                 President-Engineering                                                                                                                                                 
                 and Product Development                                                                                                                                               

                                                                                                                                                                                       

                                                                                                                                                                                       
  ----------- -- ----------------------- --- -- --------------------- ------ -- ----------------------- ---- -- -------------- ---------- -- ----------------- --- -- ------------- -- --

The Structure of the Board of Directors

The Company realizes the importance of balance of power in management to
ensure prudence and transparency with constant monitor. Therefore, the
Company’s Article of Association specifies that The Board of Directors
consists of not less than 5 and not more than 14 Directors. Currently,
there are 9 Directors with 3 Independent Directors.

The Company’s Directors are people with various academic backgrounds
like business administration, marketing, production, finance and
accounting and vast experiences beneficial to Company’s business.
Furthermore, all Thai Directors have attended various trainings and
seminars in topics related to the functionality of Director organized by
the Thai Institute of Directors Association (IOD).

The Board of Directors

Names and Positions of Executives or Controlling Persons as at 31 March
2010

Name Positions

  --------------------------------- -------------------------------------
  1. Mr Hemant Madhusudan Nerurkar  Chairman

  2. Mr Kriang Kiatfuengfoo         Independent Director

  3. Mr Maris Samaram               Independent Director

  4. Asst. Prof. Rawewan            Independent Director
  Peyayopanakul                     

  5. Mr Koushik Chatterjee          Director

  6. Mr Hridayeshwar Jha            Director

  7. Mr Thachat Viswanath Narendran Director

  8. Mr Taratorn Premsoontorn       Director

  9. Mr Santi Charnkolrawee         President
  --------------------------------- -------------------------------------

Authorized Directors and binding signatory procedures

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

  *From April 1, 2010 onwards, Changed from Mr. Santi Charnkolrawee to
  Mr. Laptawee Senavonge

  Scope of authority

  The Board of Directors has the duty and authority to manage the
  Company in compliant with the objectives, Articles of Association and
  resolutions of the shareholder’s meeting. However, the Board may not
  approve or decide on the following issues unless acknowledged by the
  majority of the attending Directors in the meeting.

-   Any loans exceeding Baht 50 millions and not in the Group’s annual
    budget.

-   Granting loans, collaterals, indemnifications, guarantees, letters
    of support or commitments to any persons and not in the Group’s
    annual budget unless allowed in the contracts of the financial
    restructuring agreement or business rehabilitation plan of NTS.

-   Any investments exceeding Baht 50 millions and not in the Group’s
    annual budget.

-   Sales, transfers, rent out or permissions related to any properties
    or assets with the book value exceeding Baht 50 millions and not in
    the group’s annual budget.

-   Approvals or amendments of the Group’s annual budget.

-   Any transactions with connected parties not regarding as normal
    business operation.

-   Changing of the accounting policy, approval of the annual
    consolidated financial statements, annual individual financial
    statements and quarterly group financial statements.

-   Changes related to the Group’s business operation or termination of
    any business operation.

The Board of Directors may appoint any persons to manage the Company’s
operation under supervision of the Board of Directors or may authorize
such persons with the authorities the Board of Directors deem
appropriate for a certain period of time. The Board of Directors may
revoke, alter or amend such authorization. The Board of Directors may
delegate to the Executive Committee (Executive Directors) or the
President the authority to perform various functions. Approvals of any
business operation must comply with the authority limit specified by the
Board of Directors. Such delegation of authority shall not be in a way
to allow the Executive Committee (Executive Directors) or the President
to be able to approve transactions that they or other persons may
dispute, have interest in or have conflict of interest with the Company
and its subsidiaries, in accordance with the Company’s Articles of
Association and SEC’s announcement. Exclusion is made to approval of
transactions in compliant with the Board of Directors’ pre-approved
policies and criteria in the normal course of business operation such as
procurement of raw materials and connected transactions with related
companies.

  Audit Committee

  Name Positions

  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

  Scope of authority

  (Amended and added the scope of authority as per resolution of the
  Board of Directors’ meeting No. 3/(2/2008-2009 on July 21, 2008)

1.  Supervise and review to ensure that the Company has a financial
    reporting system that complies with the accounting standard as
    specified by the laws with transparency, accuracy and adequacy.

2.  Encouraging the development of a financial reporting system to meet
    with international accounting standards.

3.  Review the Company’s internal control and internal audit system for
    appropriateness and effectiveness.

4.  Review the Company’s risk management system.

5.  Review the Company’s compliancy with laws on securities and
    securities exchange and other laws and regulations related to
    Company’s business.

6.  Review internal control system, plans and audit procedures including
    auditing evaluation of the Company’s various operations, in
    accordance with generally accepted principles and standards.

7.  Disclosure of the Company’s information in case of connected
    transaction or transaction that may induce conflict of interest for
    accuracy and completeness in compliant with the Securities
    Exchange’s regulations. This is to ensure that those transactions
    are reasonable and to the best interest of the Company.

8.  Review and provide recommendations on Internal Audit Office’s
    performance and coordinate with the auditors.

9.  Prepare report on business supervision of the Audit Committee and
    published in the Company’s annual report. Such report must be signed
    off by Chairman of the Audit Committee and must contain at least the
    following information

    -   Opinion on accuracy, completeness and credibility of the
        Company’s financial reports.

    -   Opinion on adequacy of the Company’s internal control system.

    -   Opinion on compliancy with the Securities and Exchange laws,
        Securities exchange regulations and other laws related to
        Company’s business.

    -   Opinion on appropriateness of the auditor.

    -   Opinion on transactions that may induce conflict of interest.

    -   Number of the Audit Committee meetings and attendances of each
        Committee member.

    -   Opinion or overall remark perceived by the Audit Committee upon
        carrying out their duty according to the Charter.

    -   Other transactions that should be noted by shareholders and
        general investors, under the scope of duties and
        responsibilities delegated to by the Board of Directors.

10. Consider, select, nominate and propose remuneration for Company’s
    auditor. Attend meeting with the auditor, in the absence of the
    Management, at least once a year.

11. Appoint, revoke, transfer or terminate the Director of the Internal
    Audit Office (if any) or employ or change the employment of other
    Internal Audit Offices.

12. Consider budget and manpower of the Internal Audit Office (if any)
    or employment budget of other Internal Audit Offices.

13. Other functions as specified by laws or as delegated to by the Board
    of Directors.

  The Executive Committee (Executive Directors)

  Name Positions

  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. Santi Charnkolrawee President

  Scope of authority

1. Define policies, strategies, management structure and authority to
correspond with and support the economic situation for approval by the
Board of Directors.

2. Consider and comment on the business plan and annual budget
allocation proposed by the management to the Board of Directors for
approval.

3. Supervise, oversee and monitor on the Company’s operation to ensure
its efficiency and appropriateness with the business situation for the
benefit of the Company’s operation to accomplish the objectives
according to the policies and business plan prescribed by the Board of
Directors.

4. Other functions as occasionally designated by the Board of Directors.

The Executive Committee (Executive Directors) may authorize any
Executives with the authority to perform a specific function or
functions deemed appropriate by the Executive Committee (Executive
Direcotrs).

  The Corporate Governance and Nomination Committee

  Name Positions

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

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

Scope of authority

1. Define and review corporate governance guidelines of the Company and
its subsidiaries for approval by the Board of Directors.

2. Supervise and oversee the functioning of the Board of Directors and
Management to be in compliant with the prescribed corporate governance
guidelines.

3. Define procedures, criteria and select an appropriate applicant for
nomination as a Director in replacement of the retiring Director or in
other cases. The incoming Director must be approved by the Board of
Directors and the resolution of shareholders’ meeting.

4. Recruit an appropriate applicant for nomination as the President and
propose to the Board of Directors for approval.

5. Facilitate overall performance evaluation of the entire Board of
Directors and propose the evaluation results to the Board of Directors
for future enhancement of the supervisory function.

6. Other functions as designated by the Board of Directors.

  The Remuneration Committee

  Name Positions

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

Scope of authority

1. Define remuneration for the Board of Directors and other board
appointed Committees and propose to the Board of Directors and
shareholders’ meeting for approval.

2. Define remuneration for the President and Executives of the Company
and its subsidiaries and propose to the Board of Directors for approval.

3. Define guidelines, procedures and determination of such remuneration
to correspond with the Company’s operating result with regard to the
various factors and other companies in the industry.

4.  Determine budget for salary increases, bonuses and compensation for
    employees of the Company and its subsidiaries and propose to the
    Board of Directors.

5.  Other functions as designated by the Board of Directors.

  The Management

  Name Positions

  1. Mr. Santi Charnkolrawee President

  2. Mr. Laptawee Senavonge Chief Operating Officer

  3. Mr. Amit Ghosh Chief Financial Officer TSTH

  4. Mr. Theerayuth Lertsirarungsun Vice President - Engineering and
  Product development

  5. Mr. Aditya Roy Choudhury Vice Presidemt - Procurement

  6. Mr. Sunil Seth Vice President - Marketing & Sales

  7. Mr. V. B. Singh Vice President - MBF Project

  8. Mr. Sirorote Matemanosak Vice President – Human Resources &
  Corporate Affairs

  10. Mr. Wisoot Anupunthumetha Managing Director

  11. Mr. Thana Ruangsilasingha Managing Director

  12. Mr. Parin Teerakathiti Managing Director

  Scope of authority

1.  Supervise, oversee and manage the normal business operation for the
    benefit of the Company with regards to the objectives, Articles of
    Association along with the regulations, resolutions, policies, plans
    and allocated and approved budget by the Board of Directors within
    related legal framework and scope of authority prescribed by the
    Board of Directors.

2.  Prepare annual business plan and budget in accordance with the Board
    of Directors’ policies and present to the Executive Committee
    (Executive Directors) and the Board of Directors.

3.  Scrutinize information and facts on issues related to business
    operation before presenting to the Executive Committee (Executive
    Directors) and the Board of Directors.

4.  Has the authority to approve normal business transactions such as
    raw materials procurement, operating expenses, sales and
    administrative expenses and investment expenses within the authority
    limits defined by the Board of Directors.

5.  Other functions as occasionally designated by the Board of
    Directors.

Term of service of the Board of Directors and Committees

The term of service for the Board of Directors is 3 years. At each
Annual General Shareholders’ Meeting, one-third of the entire Board
would be retired by the order collectively agreed upon by the Board.
However, re-election of the retiring Directors is permissible.

The term of service for the Committees is 3 years, subject to the Board
of Directors’ term of service. The retiring Committee members may be
re-appointed for the next term.

Recruitment of members of the Board of Directors, Independent Directors
and Management

The Board of Directors

Recruitment of the Company’s Directors, including Independent Directors
would be scrutinized by the Corporate Governance and Nomination
Committee before presenting to the Board of Directors for consideration.
Belows are the guidelines and criteria for selection of director(s),
approved by the Board of Directors.

1. Possess the qualifications with no prohibited characteristics as
specified in the Company’s

Articles of Association, the Public Company Limited Act and the
Securities Exchange regulations.

2.  Persons with capabilities, experiences and diversity of skills,
    knowledgeable, competent, leadership, varied perspectives, ethical,
    record of transparency and ability to express opinions
    independently.

3.  Persons who can devote sufficient time to attend Board meetings to
    monitor Company’s operation. Holding of Board positions in other
    companies should be limited to an appropriate numbers.

4.  Persons who are not Directors, Executives, shareholders or partners
    with substantial shareholding of the similar or competitive business
    operations or business operations that may provoke conflict of
    interest with the Company.

5.  For Director who is also the President, selection consideration
    would also base on past performance and result of potentiality
    evaluation.

For selection of Independent Directors, apart from the above criteria,
applicant must possess the specified additional specific qualifications
as follow.

Independent Director Qualifications:

-   Holding not over 1% of the total voting shares of the Company,
    parent company, subsidiary company, associate company or juristic
    person who may have conflicts with, including shares held by related
    persons.

-   No participation in the management nor being an employee, staff,
    salaried advisor, person with controlling power, parent company,
    subsidiary, associate or juristic person who may have conflict with,
    and not having interest in such activities for the previous 24
    months prior to appointment.

-   No kinship, marriage or legally registered as the father, mother,
    spouse brother/sisters and child, including child’s spouse, with the
    Executive, major shareholder, person with controlling power or
    person who will be nominated as Executive or person with controlling
    power of the Company or subsidiaries.

-   No business relationship with the Company, parent company,
    subsidiary, associate or juristic person who may have conflict with,
    in a way that may limit the exercise of independent judgement. This
    includes not being, or not having been a major shareholder,
    non-independent Director or Executive of an entity which have
    business relationship with the Company, parent company, subsidiary,
    associate or juristic person who may have conflict with, and not
    having direct or indirect interest in the following activities for
    the previous 24 months.

1.  Transactions in the course of normal business operation such as
    merchandise sales, raw materials purchase or providing services
    value more than 3% of the Company tangible assets or within the 12
    months period.

2.  Transactions of renting or renting out of immovable properties.

3.  Transactions related to assets or services such as acquisition or
    disposition of assets, rights or providing or receiving services.

4.  Transactions related to granting or receiving financial assistance
    such as granting or receiving loans, guarantees or providing asset
    as collateral, including other similar practices which result in the
    obligation for debt repayment to other parties

Which value more than 3% of the net physical asset or more than Baht 20
millions, whichever the least within the period of 12 months. In case of
transactions of granting or receiving financial assistance, debt
obligation incurred during the period of 1 year prior to the date of
business relationship of the same person should be accumulated.

-   Not being an auditor of the Company, parent company, subsidiary,
    associate or juristic person who may have conflict with, and not
    being major shareholder, non-Independent Director, Executive or
    managing partner of the auditing office whose auditor works in the
    Company, parent company, subsidiary, associate or juristic person
    who may have conflict with, and should have no interest in such
    characteristics for the previous 24 months.

-   Not being a professional service provider, including being a legal
    advisor or financial advisor who receives service fee of more than
    Baht 2 millions from the Company, parent company, subsidiary,
    associate or juristic person who may have conflict with.

In case the professional service provider is the juristic person, it
should include being a major shareholder, non-Independent Director,
Executive or managing partner of such professional service provider and
not having interest in such characteristics for the previous 24 months.

-   Not being a Director appointed as representative of the Company’s
    Director, major shareholders or shareholders related to major
    shareholders.

-   Not having characteristics that would make independent expression of
    opinion about Company’s operation impossible.

-   Capable of taking care of every shareholder’s interest equally.

-   Capable of managing conflict of interest.

-   Be able to attend the Board of Directors’ meeting to make decision
    on matters independently.

-   Possess the qualifications with no prohibited characteristics
    specified by the Company’s Article of Association and regulations of
    the Public Company Limited Act and the SEC.

(Amended on January 16, 2009 according to the SEC regulation No.tor.jor.
4/2552 Dated February 20, 2009)

The Executive Committee (Executive Directors)

The Board of Directors appoints not more than 5 of the Directors or
other persons as the Executive Committee (Executive Directors)

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

All of these are appointed by the Board of Directors.

Dividend Policy

The company has a policy to pay dividend to shareholders not exceeding
40% of the net income after deducting legal reserve. The consideration
would base on the criteria not to significantly effect the normal
operation of the Company. Those criteria are operation performance,
financial status, Company’s liquidity, business expansion, Company’s
liability to repay according to restructuring contracts and other
finance agreement lease including other criteria related to Company’s
management with regard to the long term utmost benefit of the
shareholders. However, agreement and approval must be obtained from the
Board of Directors and/ or Shareholder’s meeting.

Subsidiary companies’ dividend policy would depend on the operation
performance of each company with adequate profit without accumulated
loss will be requirement for dividend paying along with the above
criteria.

Corporate Governance

The Company is determined to continuously encourage and support
principle of good corporate governance along with its business operation
because it realizes that good corporate governance would leverage
management system towards efficiency, transparency and accountability.
This would affect the confidence of the shareholders, investors,
stakeholders and all relevant parties which lead to a sustainable growth
and increase value for the shareholders in the long run. Apart from
conducting business with high standard of organization and personal
behavior according to Tata Code of Conduct: TCOC, the company has
followed the 5 principles of good corporate governance for listed
companies issued by SET. This has been documented in the Company’s “Good
Corporate Governance Policy” since 2005. The principles were adapted for
appropriate use in relation to Company’s circumstances and have been
reviewed and improved to make it up-to-date and correspond to the ever
changing situation.

For 2009-2010, the company has implemented the principles of good
corporate governance for listed companies as follows:

1.  Shareholders’ Rights

The Company respects and realizes the importance of shareholders’ right
by not violating or depriving the rights of shareholders as owners of
the investment which finances Company’s operation. The Company has
encouraged shareholders to fully exercise their rights in preserving the
Company’s interest and to understand their basic rights such as
purchase/sales or transfer of shares, dividend participation, receiving
of information, and to attend shareholders’ meeting to consider and
decide on important matters such as election of Directors and setting
remuneration, profit allocation and dividend payment, appointment of
auditor and setting fees, amendment of the Memorandum of Association and
Articles of Association, increasing/decreasing of the registered capital
and approval of significant transactions affecting Company’s business
operation.

Apart from encouraging exercising those basic rights, the Company has
made it convenient for shareholders to attend shareholders’ meeting by
implementing mechanism for good meeting arrangement. The Company would
provide information about the date, time, venue, meeting agenda,
attending procedures, voting procedures and information on matters to be
decided well in advance and would not in any way limit the opportunity
to receive information or attend the meeting.

The Company arranges shareholders’ meeting called Annual General Meeting
within 4 months after the end of Company’s financial year (within July
every year)

The annual general meeting for 2009 was held on July 22, 2009 at 10.00AM
at the Dusit Thani Hotel, Bangkok. The Company used the Record Date
method where shareholding at May 29, 2009 would be eligible for
attending the meeting and compile a list according to Section 225 of the
Securities and Securities Exchange Act and close the book for transfer
suspension on June 1, 2009.

The Company has sent invitation letter, together with relevant documents
to the shareholders 14 days in advance of the meeting. The accompanying
documents are

Invitation letter for the Annual general Meeting in Thai and English
with details of the date, time, venue, agenda of the meeting whether for
acknowledgement, approval or for consideration, together with the
objectives, rationale and recommendations of the Board of Directors for
each proposed issue. The information is considered sufficient for
decision making.

Proxy forms as specified by the Ministry of Commerce, both simple Form A
and the complicated Form B where shareholders can designate their voting
decision whether it is “Agree”. “Disagree” or “Abstained”. Shareholders
may vote for the election of individual Director during the related
agenda.

Information of the Independent Directors assigned by the Company as
proxy for shareholders such as names, ages, addresses and relative
interest in the matters proposed.

1.  Annual report with information in both Thai and English.

2.  Clarification on the credentials supporting attending right.

3.  Company’s Articles of Association in part related to shareholders’
    meeting.

4.  Map of the meeting venue.

Moreover, the Company has

1.  Advertised the meeting invitation announcement in Thai newspaper for
    3 consecutive days at least 3 days in advance of the meeting date.

2.  Publish information of such shareholders’ meeting in Company’s
    website in advance of the meeting so that shareholders may gain
    access to the information conveniently and promptly and have
    sufficient time to study the information before receiving printed
    materials from Company.

3.  Allow shareholders to submit their inquiries in advance by
    submission of written inquiries to the Board of Directors or
    Independent Directors through Corporate Secretary, during 3 months
    prior/after the end of Company’s financial year, for proceeding to
    each Director or Independent Director. Inquiries related to the
    Company will be answered in the General Shareholders’ Meeting.

The Company has informed shareholders of such schedule through SET news
network (www.set.or.th). For 2009 Annual General Shareholders’ Meeting,
no shareholder has submitted advance inquiries to the Company.

2.  Equitable Treatment of Shareholders

The Company realizes its duty to look after the interest of every
shareholder, whether it is the major shareholders, institutional
investors, foreign shareholders including minor shareholders by
equitable treatments as follow:

Shareholders’ meeting

The Company facilitates for the convenience of attending shareholders
such as (1) arrange a meeting venue that is conveniently accessible, (2)
prepare explanation about credentials to verify attending right, (3)
allow unavailable shareholders to appoint Independent Director as a
proxy, (4) prepare duty stamps to be affixed in the shareholders’ proxy
forms, (5) prepare sufficient competent officers and equipments to
handle credential verification and registration, (6) computerize
registration to facilitate convenience and promptness, and (7) allow
advance registration for 2 hours before the meeting starts.

The Board of Directors regards it as the duty and responsibility to
attend the meeting. For 2009 Annual General Shareholders’ Meeting, the
Chairman and all Directors attended the meeting. Furthermore, all
Executives, auditor including legal advisors have attended the meeting
to explain and answer all inquiries.

Before the meeting The Corporate Secretary informs shareholders of the
Articles of Association related to the meeting and meeting procedures
such as voting procedures, vote counting procedures and announcement of
the result.

During the meeting The presiding Chairman conducts the meeting
transparently according to the announced agendas with no additional
agenda for consideration. Appropriate and sufficient time would be
allotted for consideration of each agenda before voting. Shareholders
would be allowed to vote for election of individual Director and
encouraged to provide comments, recommendations and ask questions
freely.

Moreover, the Company allows shareholders who arrive after the
commencement of the meeting to vote on the considering agenda not
already resolved.

The Company uses voting ballots for convenience of shareholders and
hires legal advisor to act as an “Inspector” to supervise vote counting
for transparency. Vote counting would be done by computer and the same
type of shareholder would have one vote per one share. Results of the
vote for each agenda would be announced after the Other Matters agenda
by slide projection. Moreover, the meeting would be recorded on a video
tape.

After the meeting The Company announces the meeting resolution through
SET news network (www.set.or.th) immediately after the meeting and
prepares the meeting minute within period specified by law. The minute
records details such as names and positions of the attended Directors,
Executives including related persons, voting procedures and vote
counting, questions and answers, comments and recommendations, meeting
resolutions and voting result on each agenda, classified as agreement,
disagreement and abstention.

Use of insider information

The Company has a policy and measure to prohibit the use of insider
information for the benefit of Directors and Executives by educating
them about the responsibility to report on the proportion of Company’s
shareholding and the change of such proportion as specified by the
announcement of the SEC and guidelines of the SET, including penalty for
violation.

Moreover, the Company has implemented a concise internal control measure
to supervise the use of insider information t comply with good corporate
governance principles, and define a policy on prohibiting the use of
insider information for personal gain (Abusive self-dealing) such as
trading with insider information (Insider trading) of Directors,
Executive and employees working in the unit with access to information
of the Company and its subsidiaries (including spouse and underage
children of such persons)

-   Prohibit the above persons to trade Company’s securities within 2
    weeks prior to the disclosure of Company’s quarterly financial
    statements and annual financial statements and within 24 hours after
    the disclosure of such financial statements to the SET (Blackout
    period).

-   In case of other non-disclosed significant information which may
    have an affect on the price of Company’s securities, the Board of
    Directors has prohibited trading of Company’s securities until
    expiration of 24 hours after such information has been released to
    the public.

There has been no incident of the use of insider information for the
benefit of securities trading during the prohibited period in the past.

As on March 31, 2010, 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
                                                                    1,09 - March                           1,09 - March
                                                                    31,10)                                 31,10)

  Board of                                                                                                  
  Directors                                                                                                

  1            Mr. H. M.                     -            -         -            996^((a))     -           330
               Nerurkar                                                                                    

  2            Mr. Kriang                    -            -         -            -             -           -
               Kiatfuengfoo                                                                                

  3            Mr. Maris Samaram             -            -         -            -             -           -

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

  5            Mr. Koushik                   -            -         -            1,000^((b))   -           -
               Chatterjee                                                                                  

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

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

  8            Mr. Taratorn                  -            -         -            -             -           -
               Premsoontorn                                                                                

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

  Management                                                                                                

  10           Mr. Laptawee                  -            -         -            -             -           -
               Senavonge                                                                                   

  11           Mr. Amit Ghosh                -            -         -            -             -           -

  12           Mr. Theerayuth                -            -         -            -             -           -
               Lertsirarungsun                                                                             

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

  14           Mr. Sunil Seth                -            -         -            -             -           -

  15           Mr. V. B. Singh               -            -         -            -             -           -

  16           Mr. Sirorote                  -            220,000   -            -             -           -
               Matemanosak                                                                                 

  17           Mr. Wisoot                    -            -         -            -             -           -
               Anupunthumetha                                                                              

  18           Mr. Thana                     50,000       -         (200,000)    -             -           -
               Ruangsilasingha                                                                             

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

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 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.

Report on stakeholders

The Company has specified that its Directors, Executives and related
persons must declare their own interest in the form defined by the Board
of Directors. The form must be forwarded to the Corporate Secretary for
compilation and present to Chairman of the Board of Directors and
Chairman of the Audit Committee for acknowledgement within 7 days after
receiving such reports. The Company would use such information to
monitor and supervise transactions that may lead to conflict of interest
such as connected transactions.

Moreover, in cases when any Directors or Executives have interest in the
considering matters, those Directors or Executives shall not participate
in the meeting or shall abstain to allow a fair decision among Directors
and Executives for the benefit of all shareholders.

Role of Stakeholders

The Company adheres to the rights of all stakeholders in relation to its
business operation, both defined by law or mutual agreement, by
responsible to the internal and external stakeholders, whose rights have
been violated, with strict fairness. The Company realizes that
encouraging a good relationship and cooperation between Company and
stakeholders would be a factor to build wealth and stability. The
Company’s “Code of Ethics” has clearly defined business ethics with all
stakeholders and specified measures and channels for stakeholders to
communicate/inform Chairman of the Audit Committee on un-ethical
conducts, lead follow-up procedures including measures to protect the
informant under the “Policy and Regulation regarding Whistle Blower”
(Whistle Blower)

Guidelines and responsibility to each group of stakeholders are:

Shareholders

The Company is committed to create value to shareholders by operating
business efficiently and treat shareholders with respect to laws and
regulations that govern the rights of shareholders. The Company would
inform shareholders of correct and complete information about the
Company’s business, including disclosing such information in accordance
with relevant rules and agreement.

Employees

The Company regards employees as valuable asset. Therefore, emphasis is
placed on training and development for employees at all levels to
strengthen work potentiality under stable and safe working environment.
Besides, the Company sees to it that employees receive fair and
appropriate remuneration and welfares to build good relationship. A
provident fund for employees has been established and taken care of by
the Human Resources Committee.

Customers

The Company is determined to provide good quality products and services
at reasonable prices, with responsibility and fairness in regard to
maximum benefit of the customers. This would build customers’
satisfaction on Company’s products and services.

Business alliances, Creditors and Competitors

The Company always observes fair practices such as complying with the
conditions and requirements of the contract, not taking advantage of or
providing false information or concealing the facts, and not using
dishonest way to destroy competitors.

Analysts and Media

The Company has disclosed its information correctly, completely,
equitably and thoroughly by organizing a meeting with analysts to
explain operating results after the Company has publicized the financial
report through SET website (www.set.or.th)

Government agencies

The Company conforms to the laws, regulations and guidelines issued by
the government, including good cooperation with government agencies.

Community and society

The Company operates its business by being a good corporate citizenship
with duty and responsibility to the community and society by supporting
social benefit activities for the surrounding community, along with the
remote areas, to develop and promote the well-being of the country as a
whole. Details appear on “Activities for Society”, page 39-40 of the
Annual Report 2009-2010. However, the Company does not regard the above
activities as optional, but determine to incorporate them into its
business plan as well.

Environment

The Company strictly conforms to the laws, regulations and various
standards in every production process and in every step of work to
conserve the state of good environment.

In 2009, Tata has started the “Policy on the changing climate for
companies within Tata Group” to set as guideline for work process and to
research for new environmental friendly innovations. It includes close
monitoring of carbon dioxide and other greenhouse effect gases emission.

Details of the environmental responsibility appear on “Environmental
Attentiveness”, page 38-40 of the Annual Report 2009-2010.

4.  Disclosure and Transparency

The Company emphasize and realize the responsibility to disclose
Company’s information for transparency, accountability and beneficial
for the investment decisions of shareholders, investors, analysts and
the general public. The Management is assigned to supervise the
communication and important information disclosure both the Periodic
reports such as financial statements, annual statement (Form 56-1),
annual report (Form 56-2) and Non-Periodic reports such as asset
acquisition/disposition, connected transaction,
participation/cancellation of joint venture, increase/decrease of
capital, issuance of new shares and by back of shares. The information
disclosed must be correct, inclusive, thorough and create no
misunderstanding. That information should be up-to-date and timely as
specified by the Securities Exchange Commission (“SEC”), the Securities
Exchange of Thailand and relevant agencies. The Company has set up the
Corporate Secretary Office to act as a center for Company’s information
disclosure both in normal and urgent situations. Samples of the
information are

1.  Financial and non-financial information is publicized through SET
    news network (www.set.or.th) with completeness, correctness and
    comparativeness, both in Thai and English.

2.  Shareholding structure is disclosed with transparency by detailing
    the major shareholders and proportion of minority shareholders,
    including Beneficial owner and information on Directors and
    Management’s shareholding.

3.  Information in the annual report is disclosed completely and clearly
    for the benefit of shareholders’ decision making such as analysis on
    financial status and operating performance, analysis on industry
    overview and competition, business risks, bio-data of Directors and
    Management, remuneration of Directors and top Executives and
    information on Directors’ meeting attendances.

4.  Financial statements in accordance with generally accepted
    accounting principles and audited by an independent auditor who is
    qualified and accepted by SEC.

5.  Information on connected transactions (if any)

Besides, the Company has assigned the President to communicate Company’s information to investors who are shareholders and prospect, and assigned the Corporate Secretary to manage the function of Investor Relation by responsible for communicating and coordinating with investors, analysts and related agencies and providing access to Company’s information such as meeting materials, operating performance materials and other reports through Company’s website( www.tatasteelthailand.com) This is to strengthen investors’ understanding and confidence towards the Company.

In 2009-2010, The Company has arranged for analysts and interested
investors to meet and discuss with the President and Executives. There
were 14 small meetings and 2 meetings of 30-35 analysts including plant
visits.

5. Responsibilities of the Board of Directors

The Company stress the role of Directors’ responsibilities by performing
their functions with “responsibility, cautiousness, integrity and
accountability” on ground of mutual confidence. The Company has defined
clear structure of Directors and appointed Committee with specific
expertise to allow effective supervision of the operation by Directors
and to cautiously screen matters of importance for correct decision
making. Management system in accordance with the principles of good
corporate governance was implemented to ensure honest, reasonable and
independent supervision and operation under legal framework and business
ethics as follow

Structure of the Board

The Board of Directors composes of qualified persons with appropriate
knowledge, ability and experiences in steel industry and other
businesses, leadership with broad perspective and capability of
functioning as Directors who can express freely and beneficial to the
Company’s business operation.

Currently, the Board consists of 9 members, 3 of which are Independent
Directors as specified in the Company and SEC’s regulation together with
6 non-executive Directors and Directors representing major shareholders.

The Company has defined that the Chairman, as the policy leader, and the President, as the leader of operation, should not be the same person to clearly segregate the roles and induce equilibrium in operation. 

Besides, the Company also has 4 other committees which are the Audit
Committee, the Executive Committee (Management Committee), the Corporate
Governance and Nomination Committee and the Remuneration Committee to
screen specific matters and present to the Board of Directors for
consideration or acknowledgement.

Independent Director

True independent reflects good management which help create confidence
for investors. Therefore, the Company has set a definition of
“Independent Director” stricter than the one specified by the SEC.
Details appeared on page 24 of the Annual Report 2009-2010.

Appointment of Committees

The Audit Committee

Consists of 3 Independent Directors. All committee members are
knowledgeable with understanding or experiences in accounting or finance
and at least 1 Director has adequate knowledge and experience to review
the credibility of the financial statement and review the operation to
be in compliant with the policy and Company’s regulations, along with
the laws, regulations and guidelines of the supervisory agencies to
develop financial and accounting system to be in line with international
standards. The review ensures that the Company has the internal control
system, internal audit system and risk management system which are
concise, appropriate, up-to-date and efficient.

The Company has supported, supervised and authorized the Audit Committee
to function efficiently and express its opinion independently by hiring
an external agency to act as an internal audit agency and reports
directly to the Audit Committee. Moreover, in 2009, the Company has set
up the internal audit office to prepare its readiness for full operation
instead of hiring an outside agency for the next financial year. When
needed, the Audit Committee may seek an external independent advisory at
the Company’s expenses.

The Executive Committee (Management Committee)

Consists of 4 Directors with the responsibility to supervise the
Company’s operation as assigned by the Board of Directors to consider
the policy, strategies, structure and administration authority, business
plans, budget allocation and supervising and monitoring of Company’s
operation, along with screening the matters before presenting to the
Board of Directors for consideration.

The Corporate Governance and Nomination Committee

Consists of 2 Directors, including 1 Independent Director, with the
responsibility to propose, review and supervise the functions of the
Board of Directors and Management in accordance with the Company’s
corporate governance guidelines, and also has the duty to consider
selection process and recruit appropriate person for nomination as
Director or President in replacement of the retiring Director or in
other cases.

The Remuneration Committee

Consists of 4 Directors, including 1 Independent Director, to study,
consider and monitor the change and trend of the remuneration of the
Board of Directors, the Board appointed Committees and the President and
propose as the remuneration policy to motivate and retain competent
employees to stay with the Company for sustainable growth.

However, the Company is in the process of considering appointing
additional members of the Executive Committee (Management Committee),
the Corporate Governance and Nomination Committee and the Remuneration
Committee for better balance of power.

Qualifications and Selection of the Board of Directors

The Corporate Governance and Nomination Committee is responsible for
selection of Director in replacement of the retiring Director, or in
other cases, and propose to the Board of Directors and/or the
shareholders’ meeting for election or appointment. The selection would
be for persons with knowledge, experience and expertise with various
professions, with leadership and broad perspective, ethical with track
record of transparency, and the capability to express opinion
independently.

In case the election of Company’s Director is proposed to the
shareholders’ meeting for consideration, it would be proceeded according
to the guidelines and procedures specified in the Company’s Article of
Association such as shareholders will have one vote for each share held
and in case of a tie, the Chairman of the meeting will have a deciding
vote. However, for the election of Company’s Director, voting for
individual or multiple Directors may be applied but all voting rights
equivalent to all the shares held must be exercised at one time and can
not be divided for various candidates.

Remuneration of Directors and Executives

The Company has clearly and reasonably set policy and guidelines on
remuneration of Directors and Executives. The remuneration is
appropriate when compared within the same industry to be able to retain
competent Directors and Executives and not over-paid.

The Remuneration Committee would propose the remuneration of the Board
of Directors and Committees by considering the duties, responsibilities,
overall performances and Company’s operating result to shareholders for
approval. For remuneration of the President and Executives of the
Company and its subsidiaries, the Board of Directors, by acknowledgement
of the Remuneration Committee, would consider on the duties,
responsibilities, individual performance and Company’s operating result
in both short and long terms.

Details of remuneration of Directors and Executives for 2009-2010 are;

Financial Remuneration

Total financial remuneration of Directors and Management are;

Total remuneration of the Board of Directors

There are 2 types of financial remuneration for the Directors. They are
fixed remuneration paid every quarter and meeting allowance.

However, the fixed remuneration for retiring or incoming Director would
be calculated only for the days in office during that quarter and
meeting allowance would be paid only to attending Directors.

Details of Director’s remuneration approved by shareholders’ meeting
effective from January 1, 2008 until further changes are:

+-------------------------+-----------+---------------+---------------+
|                         |           | Remuneration  | Meeting       |
|                         |           |               | Allowance     |
+-------------------------+-----------+---------------+---------------+
|                         |           | (Baht/year)   | (             |
|                         |           |               | Baht/meeting) |
+-------------------------+-----------+---------------+---------------+
|   Board of Directors    | Chairman  | 900,000       | 60,000        |
+-------------------------+-----------+---------------+---------------+
|                         | Vice      | 750,000       | 30,000        |
|                         | Chairman  |               |               |
+-------------------------+-----------+---------------+---------------+
|                         | 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        |
|   &                     |           |               |               |
|                         |           |               |               |
|   Nomination Committee  |           |               |               |
+-------------------------+-----------+---------------+---------------+
|                         | Member    | 90,000        | 15,000        |
+-------------------------+-----------+---------------+---------------+
|   Remuneration          | Chairman  | 135,000       | 22,500        |
|   Committee             |           |               |               |
+-------------------------+-----------+---------------+---------------+
|                         | Member    | 90,000        | 15,000        |
+-------------------------+-----------+---------------+---------------+

In 2009-2010 (April 2009 – March 2010) each Director received total
remuneration, separated by Committee, as follows

+---+-------------------+------+------+------+--------+------+-------+
| N | Names             | Remu |      |      |        |      |       |
| o |                   | nera |      |      |        |      |       |
| . |                   | tion |      |      |        |      |       |
|   |                   | (B   |      |      |        |      |       |
|   |                   | aht) |      |      |        |      |       |
+---+-------------------+------+------+------+--------+------+-------+
|   |                   | B    | A    | E    | Cor    | Remu | Total |
|   |                   | oard | udit | xecu | porate | nera |       |
|   |                   | of   | C    | tive | Gove   | tion |       |
|   |                   | D    | ommi | C    | rnance | C    |       |
|   |                   | irec | ttee | ommi | &      | ommi |       |
|   |                   | tors |      | ttee | Nomi   | ttee |       |
|   |                   |      |      |      | nation |      |       |
|   |                   |      |      |      | Com    |      |       |
|   |                   |      |      |      | mittee |      |       |
+---+-------------------+------+------+------+--------+------+-------+
| 1 | Mr. Hemant        | 94   | -    | -    | -      | 18   | 1,    |
| . | Madhusudan        | 6,87 |      |      |        | 0,00 | 126,8 |
|   | Nerurkar⁽¹⁾       | 5.00 |      |      |        | 0.00 | 75.00 |
|   |                   |      |      |      |        |      |       |
|   | Chairman,         |      |      |      |        |      |       |
|   | Chairman of       |      |      |      |        |      |       |
|   | Executive         |      |      |      |        |      |       |
|   | Committee         |      |      |      |        |      |       |
|   |                   |      |      |      |        |      |       |
|   | Chairman of       |      |      |      |        |      |       |
|   | remuneration      |      |      |      |        |      |       |
|   | Committee         |      |      |      |        |      |       |
+---+-------------------+------+------+------+--------+------+-------+
| 2 | Mr. Kriang        | 79   | 35   | -    | -      | -    | 1,    |
| . | Kiatfuengfoo      | 5,00 | 2,50 |      |        |      | 147,5 |
|   |                   | 0.00 | 0.00 |      |        |      | 00.00 |
|   | Independent       |      |      |      |        |      |       |
|   | Director and      |      |      |      |        |      |       |
|   | Chairman of Audit |      |      |      |        |      |       |
|   |                   |      |      |      |        |      |       |
|   | Committee         |      |      |      |        |      |       |
+---+-------------------+------+------+------+--------+------+-------+
| 3 | Mr. Maris Samaram | 79   | 24   | -    | 120,   | -    | 1,    |
| . |                   | 5,00 | 0,00 |      | 000.00 |      | 155,0 |
|   | Independent       | 0.00 | 0.00 |      |        |      | 00.00 |
|   | Director, Audit   |      |      |      |        |      |       |
|   | Committee and     |      |      |      |        |      |       |
|   |                   |      |      |      |        |      |       |
|   | Corporate         |      |      |      |        |      |       |
|   | Governance &      |      |      |      |        |      |       |
|   | Nomination        |      |      |      |        |      |       |
|   | Committee         |      |      |      |        |      |       |
+---+-------------------+------+------+------+--------+------+-------+
| 4 | Asst. Prof.       | 82   | 24   | -    | -      | 12   | 1,    |
| . | Rawewan           | 5,00 | 0,00 |      |        | 0,00 | 185,0 |
|   | Peyayopanakul     | 0.00 | 0.00 |      |        | 0.00 | 00.00 |
|   |                   |      |      |      |        |      |       |
|   | Independent       |      |      |      |        |      |       |
|   | Director, Audit   |      |      |      |        |      |       |
|   | Committee and     |      |      |      |        |      |       |
|   |                   |      |      |      |        |      |       |
|   | Remuneration      |      |      |      |        |      |       |
|   | Committee         |      |      |      |        |      |       |
+---+-------------------+------+------+------+--------+------+-------+
| 5 | Mr. Koushik       | 82   | -    | -    | 180,   | 12   | 1,    |
| . | Chatterjee        | 5,00 |      |      | 000.00 | 0,00 | 125,0 |
|   |                   | 0.00 |      |      |        | 0.00 | 00.00 |
|   | Director,         |      |      |      |        |      |       |
|   | Executive         |      |      |      |        |      |       |
|   | Committee and     |      |      |      |        |      |       |
|   |                   |      |      |      |        |      |       |
|   | Chairman of       |      |      |      |        |      |       |
|   | Corporate         |      |      |      |        |      |       |
|   | Governance &      |      |      |      |        |      |       |
|   |                   |      |      |      |        |      |       |
|   | Nomination        |      |      |      |        |      |       |
|   | Committee And     |      |      |      |        |      |       |
|   |                   |      |      |      |        |      |       |
|   | Remuneration      |      |      |      |        |      |       |
|   | Committee         |      |      |      |        |      |       |
+---+-------------------+------+------+------+--------+------+-------+
| 6 | Mr. Hridayeshwar  | 82   | -    | -    | -      | -    | 825,0 |
| . | Jha               | 5,00 |      |      |        |      | 00.00 |
|   |                   | 0.00 |      |      |        |      |       |
|   | Diector and       |      |      |      |        |      |       |
|   | Executive         |      |      |      |        |      |       |
|   | Committee         |      |      |      |        |      |       |
+---+-------------------+------+------+------+--------+------+-------+
| 7 | Mr. Thachart      | 82   | -    | -    | -      | -    | 825,0 |
| . | Viswanarth        | 5,00 |      |      |        |      | 00.00 |
|   | Narendran         | 0.00 |      |      |        |      |       |
|   |                   |      |      |      |        |      |       |
|   | Director          |      |      |      |        |      |       |
+---+-------------------+------+------+------+--------+------+-------+
| 8 | Mr. Taratorn      | 82   | -    | -    | -      | 12   | 945,0 |
| . | Premsoontorn      | 5,00 |      |      |        | 0,00 | 00.00 |
|   |                   | 0.00 |      |      |        | 0.00 |       |
|   | Director and      |      |      |      |        |      |       |
|   | Remuneration      |      |      |      |        |      |       |
|   | Committee         |      |      |      |        |      |       |
+---+-------------------+------+------+------+--------+------+-------+
| 9 | Mr. Santi         | 82   | -    | -    | -      | -    | 825,0 |
| . | Charnkolrawee     | 5,00 |      |      |        |      | 00.00 |
|   |                   | 0.00 |      |      |        |      |       |
|   | President and     |      |      |      |        |      |       |
|   | Executive         |      |      |      |        |      |       |
|   | Committee         |      |      |      |        |      |       |
+---+-------------------+------+------+------+--------+------+-------+
| T |                   | 7,48 | 80   | -    | 300,   | 54   | 9,    |
| o |                   | 6,87 | 5,00 |      | 000.00 | 0,00 | 159,3 |
| t |                   | 5.00 | 0.00 |      |        | 0.00 | 75.00 |
| a |                   |      |      |      |        |      |       |
| l |                   |      |      |      |        |      |       |
+---+-------------------+------+------+------+--------+------+-------+

Remark (1) Has been appointed as Chairman of the Board since February 3,
2010

Total remuneration of the Management

Total remuneration in terms of salary and bonus for 2009-2010 (1 April
2009 – 31 March 2010) for 12 managements were Baht 46.32 millions

Total remuneration of the Board of Directors of core business
subsidiaries

The Company does not pay remuneration to Directors of its subsidiaries.

Total remuneration of management of core business subsidiaries

Total remuneration in terms of salary and bonus for 2009-2010 (1 April
2009 – 31 March 2010) for 3 managements was included in the remuneration
of the Company’s managements.

Other forms of remuneration

The Company has contributed to the provident fund of employees for
management of the Company and its subsidiaries approximately 10% of
total payroll or equal to the contribution in 2009-2010 (1 April 2009 –
31 March 2010) for 12 persons totaling Baht 3.83 millions.

Moreover, the Company provided company’s cars to Company’s Executives
and Managing Directors of subsidiary companies.

Currently, the Company has no policy to offer Executives with the
Employee Stock Option Program (ESOP) but has managed compensation in
other forms with regard to performance, Company’s operating result,
duties, responsibilities and potential of each Executive.

Roles, Duties and Responsibilities of the Board of Directors

Leadership and Vision

The Board of Directors has a leadership and independence to define
Company’s direction, vision, mission, policies and strategic plans for
operation on the basis of responsibility, cautiousness, honesty and
accountability. It has the responsibility to review operating plans,
target, and to allocate adequate budget, especially budget for
organization and product research and development, competitive
capability development, Company’s performance evaluation and entire
Board of Directors performance evaluation, including top Executives, to
supervise, review, improve and develop risk management system, internal
control and internal audit to correspond to the changing environment,
and to oversee and develop Company’s corporate governance to
international standard. They should dedicate themselves and their time
without taking improper advantages for themselves or other persons, and
should not act in such a way that could provoke conflict of interest or
compete with the Company or its subsidiaries’ operation. The ultimate
objective is to operate business with stability for the balanced and
sustainable benefits of all stakeholders, including create value for
shareholders continuously.

Business Ethics

The Company has adopted the “Tata Code Of Conduct” (TCOC) which
emphasizes the high standard business operation of professionalism,
integrity, moral and ethical and has published a Thai version of the
“Ethics Handbook” for distribution to the Board of Directors, Executive
Committee (Executive Directors), Management, employees and external
stakeholders who conduct business with the Company, both government
agencies and private sectors. Besides, the Board of Directors has been
overseeing, communicating and encouraging employees at all levels to
strictly and constantly adhere to the principles of integrity,
transparency and fairness. When there is a breach or possibility of a
breach of Company’s Code of Conduct, supervisors must be notified
immediately.

Furthermore, the Company has announced “Policy and procedures on
petitioning of Code of Conduct violation” (Whistle blower) to safeguard
employees and external stakeholders who choose to report on the
violation or possible violation of the Code of Conduct.

Handling of Conflict of Interest

The Company places importance on the handling of Conflict of Interest
issues with cautiousness, honesty, reasonableness, independence and
transparency for the overall best interest of the Company by following
the guidelines of SEC, SET, Company’s Article of Association and
relevant laws. It also reports and discloses complete and clear
information on Company’s operation and sees that the Directors,
Executives and employees would not disclose insider information or use
such information for their personal advantages. If any of the Directors
has a stake or interest in the matter discussing, he/she will not attend
such meeting or will abstain his/her vote.

Moreover, the Company emphasizes the strict compliance with the Code of
Conduct in business operation and has set clear guidelines on the issue
for employees at all levels.

Risk Management

The Company has implemented appropriate risk management system on an
organization-wide basis to meet international standard, including
assigning the Audit Committee to evaluate the efficiency of risk
management system and report to the Board of Directors regularly. This
is the warning mechanism to help protect or minimize the possible losses
to Company’s operation.

Internal Control and Internal Audit

The Company encourages employees at all levels to realize the importance
of internal control and internal audit system by setting up efficient
system and procedures throughout the organization to enable flexibility
where employees can control, supervise, evaluate and review their own
work to minimize the risk of fraudulent acts and improper exercise of
power and to prohibit illegitimate activities. Apart from hiring an
external agency to function as the internal audit office, in 2009, the
Company has also set up its own internal audit office. The two offices
have the responsibility to supervise the internal audit work of the
Company and its direct report subsidiaries which operate under the
supervision of the Audit Committee who oversees that various operations
are in compliant with the policies, plans, authority and regulations,
including evaluating the risk management and internal control for
appropriateness and effectiveness. These are done on the basis of
independence and assurance that major operations and significant
financial transactions are carried out according to the prescribed
guidelines and regulations.

Meeting of the Board of Directors

The Company has scheduled meeting dates and significant agenda,
including the monitoring of operation, in advance not less than 5 times
per year. Additional extraordinary meetings may be arranged for urgent
matters. For each meeting, invitation letter, agenda and accompanying
papers would be sent for advance study. Chairman of the Board of
Directors who chairs the meeting would conduct the meeting according to
the agenda, with regard to the benefit of shareholders and every group
stakeholders, and allowing independent expression of opinion, allocating
sufficient time for thorough discussion and expression in each agenda.
The resolution of each agenda would be decided by majority voting, in
case of a tie, the Chairman of the meeting would cast a deciding vote.
Director who has an interest in the discussing matter would not attend
the meeting and/or would abstain. The meeting minute would be clearly
recorded after the end of the meeting. Besides, there are also meetings
of various Committees concerning their assigned responsibilities.

The Management would also attend the Board of Directors’ meeting to
report on essential information and to acknowledge the policies and
decisions of the Board of Directors for the benefit of efficient and
prompt actions. Exception is made to some meeting agenda specifically
reserved for only the Board of Directors or non-Executive Directors to
allow independence of expression or additional confer meeting among
themselves.

To ensure that Company’s operation is in compliant with the rules,
regulations and good corporate governance principles, the Board of
Directors has appointed the Corporate Secretary to act as the Secretary
to the Board of Directors and other Committees. The Corporate Secretary
has the major duties of (1) advising and providing recommendations to
Directors and Management on complying with the laws related to the
duties and responsibilities of Directors and Management, (2) preparing
various reports such as minutes of the Board of Directors’ meeting,
shareholders’ meeting, annual report and other reports submitted to the
SEC or SET, including reports specified by related regulations, (3)
filing of important documents according to the law.

Summary of number of meetings and attendances of Directors for the year
2009-2010

  --------------- ------------- ----------- ----------- ------------ -------------- -------------
  No.             Attendances                                                       
                  of Directors                                                      
                  (% of the                                                         
                  entire Board                                                      
                  members)                                                          

                  Board of      Audit       Executive   Corporate    Remuneration   General
                  Directors     Committee   Committee   Governance & Committee      Shareholder
                                                        Nomination                  Meeting
                                                        Committee                   

  For the year    -             -           -           -            -              11 (100%)
  2009-2010                                                                         

  1               11 (100%)     3 (100%)    -           3 (100%)     4 (100%)       -

  2               11 (100%)     3 (100%)    -           -            4 (100%)       -

  3               10 (90%)      3 (100%)    -           -            -              -

  4               10 (90%)      3 (100%)    -           -            -              -

  5               11 (100%)     3 (100%)    -           -            -              -
  --------------- ------------- ----------- ----------- ------------ -------------- -------------

Details of Directors attendances

In 2009-2010 (April 2009 – March 2010) Directors attended meetings of
each Committee and shareholders’ meeting was as follows:

+---+--------------------+-----+-----+-----+-------+-------+----+----+
| N | Names              | Att |     |     |       |       |    |    |
| o |                    | end |     |     |       |       |    |    |
| . |                    | anc |     |     |       |       |    |    |
|   |                    | es/ |     |     |       |       |    |    |
|   |                    | Me  |     |     |       |       |    |    |
|   |                    | eti |     |     |       |       |    |    |
|   |                    | ngs |     |     |       |       |    |    |
|   |                    | for |     |     |       |       |    |    |
|   |                    | 200 |     |     |       |       |    |    |
|   |                    | 9-2 |     |     |       |       |    |    |
|   |                    | 010 |     |     |       |       |    |    |
|   |                    | (   |     |     |       |       |    |    |
|   |                    | tim |     |     |       |       |    |    |
|   |                    | es) |     |     |       |       |    |    |
+---+--------------------+-----+-----+-----+-------+-------+----+----+
|   |                    | Bo  | Au  | Exe | Corp  | Re    | G  | T  |
|   |                    | ard | dit | cut | orate | muner | en | ot |
|   |                    | of  | Com | ive | Gover | ation | er | al |
|   |                    | Dir | mit |     | nance | Comm  | al |    |
|   |                    | ect | tee | Com | &     | ittee | S  |    |
|   |                    | ors |     | mit | Nomin |       | ha |    |
|   |                    |     |     | tee | ation |       | re |    |
|   |                    |     |     |     | Comm  |       | ho |    |
|   |                    |     |     |     | ittee |       | ld |    |
|   |                    |     |     |     |       |       | er |    |
+---+--------------------+-----+-----+-----+-------+-------+----+----+
| 1 | Mr. Hemant         | 5/5 | -   | -   | -     | 2/2   | 1  | 8  |
| . | Madhusudan         |     |     |     |       |       |    | /8 |
|   | Nerurkar⁽¹⁾        |     |     |     |       |       |    |    |
|   |                    |     |     |     |       |       |    |    |
|   | Chairman, Chairman |     |     |     |       |       |    |    |
|   | of Executive       |     |     |     |       |       |    |    |
|   | Committee          |     |     |     |       |       |    |    |
|   |                    |     |     |     |       |       |    |    |
|   | and Chairman of    |     |     |     |       |       |    |    |
|   | Remuneration       |     |     |     |       |       |    |    |
|   | Committee          |     |     |     |       |       |    |    |
+---+--------------------+-----+-----+-----+-------+-------+----+----+
| 2 | Mr. Kriang         | 4/5 | 5/5 | -   | -     | -     | 1  | 1  |
| . | Kiatfuengfoo       |     |     |     |       |       |    | 0/ |
|   |                    |     |     |     |       |       |    | 11 |
|   | Independent        |     |     |     |       |       |    |    |
|   | Director and       |     |     |     |       |       |    |    |
|   | Chairman of Audit  |     |     |     |       |       |    |    |
|   |                    |     |     |     |       |       |    |    |
|   | Committee          |     |     |     |       |       |    |    |
+---+--------------------+-----+-----+-----+-------+-------+----+----+
| 3 | Mr. Maris Samaram  | 4/5 | 5/5 | -   | 1/1   | -     | 1  | 1  |
| . |                    |     |     |     |       |       |    | 1/ |
|   | Independent        |     |     |     |       |       |    | 12 |
|   | Director, Audit    |     |     |     |       |       |    |    |
|   | Committee and      |     |     |     |       |       |    |    |
|   |                    |     |     |     |       |       |    |    |
|   | Corporate          |     |     |     |       |       |    |    |
|   | Governance &       |     |     |     |       |       |    |    |
|   | Nomination         |     |     |     |       |       |    |    |
|   | Committee          |     |     |     |       |       |    |    |
+---+--------------------+-----+-----+-----+-------+-------+----+----+
| 4 | Asst. Prof.        | 5/5 | 5/5 | -   | -     | 2/2   | 1  | 1  |
| . | Rawewan            |     |     |     |       |       |    | 3/ |
|   | Peyayopanakul      |     |     |     |       |       |    | 13 |
|   |                    |     |     |     |       |       |    |    |
|   | Independent        |     |     |     |       |       |    |    |
|   | Director, Audit    |     |     |     |       |       |    |    |
|   | Committee and      |     |     |     |       |       |    |    |
|   |                    |     |     |     |       |       |    |    |
|   | Remuneration       |     |     |     |       |       |    |    |
|   | Committee          |     |     |     |       |       |    |    |
+---+--------------------+-----+-----+-----+-------+-------+----+----+
| 5 | Mr. Koushik        | 5/5 | -   | -   | 1/1   | 2/2   | 1  | 9  |
| . | Chatterjee         |     |     |     |       |       |    | /9 |
|   |                    |     |     |     |       |       |    |    |
|   | Director,          |     |     |     |       |       |    |    |
|   | Executive          |     |     |     |       |       |    |    |
|   | Committee,         |     |     |     |       |       |    |    |
|   |                    |     |     |     |       |       |    |    |
|   | Chairman of        |     |     |     |       |       |    |    |
|   | Corporate          |     |     |     |       |       |    |    |
|   | Governance &       |     |     |     |       |       |    |    |
|   |                    |     |     |     |       |       |    |    |
|   | Nomination         |     |     |     |       |       |    |    |
|   | Committee          |     |     |     |       |       |    |    |
|   |                    |     |     |     |       |       |    |    |
|   | And Remuneration   |     |     |     |       |       |    |    |
|   | Committee          |     |     |     |       |       |    |    |
+---+--------------------+-----+-----+-----+-------+-------+----+----+
| 6 | Mr. Hridayeshwar   | 5/5 | -   | -   | -     | -     | 1  | 6  |
| . | Jha                |     |     |     |       |       |    | /6 |
|   |                    |     |     |     |       |       |    |    |
|   | Director and       |     |     |     |       |       |    |    |
|   | Executive          |     |     |     |       |       |    |    |
|   | Committee          |     |     |     |       |       |    |    |
+---+--------------------+-----+-----+-----+-------+-------+----+----+
| 7 | Mr. Thachart       | 5/5 | -   | -   | -     | -     | 1  | 6  |
| . | Viswanath          |     |     |     |       |       |    | /6 |
|   | Narendran          |     |     |     |       |       |    |    |
|   |                    |     |     |     |       |       |    |    |
|   | Director           |     |     |     |       |       |    |    |
+---+--------------------+-----+-----+-----+-------+-------+----+----+
| 8 | Mr. Taratorn       | 5/5 | -   | -   | -     | 2/2   | 1  | 8  |
| . | Premsoontorn       |     |     |     |       |       |    | /8 |
|   |                    |     |     |     |       |       |    |    |
|   | Director and       |     |     |     |       |       |    |    |
|   | Remuneration       |     |     |     |       |       |    |    |
|   | Committee          |     |     |     |       |       |    |    |
+---+--------------------+-----+-----+-----+-------+-------+----+----+
| 9 | Mr. Santi          | 5/5 | -   | -   | -     | -     | 1  | 6  |
| . | Charnkolrawee      |     |     |     |       |       |    | /6 |
|   |                    |     |     |     |       |       |    |    |
|   | President and      |     |     |     |       |       |    |    |
|   | Executive          |     |     |     |       |       |    |    |
|   | Committee          |     |     |     |       |       |    |    |
+---+--------------------+-----+-----+-----+-------+-------+----+----+

Remark (1) Has been appointed since February 3, 2010

Training and development Programs for Directors and Managements

The Company emphasizes and supports the training and development of
Directors and Executives through related institutions such as the
Securities Exchange of Thailand, Thai Institute of Directors Association
(“IOD”), public and private academic institutions. The Company would
bear the cost so that they can perform their duties efficiently and
develop themselves to cope with the changing situations.