Auditors’ Certificate on Compliance with the conditions of
Corporate Governance Under Clause 49 of the Listing Agreement

To the Members of AI Champdany Industries Limited

We have examined the compliance of conditions of Corporate Governance by AI Champdany Industries Limited (“the Company”) for the year ended 31st March, 2010, as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of conditions of the Corporate Governance is the responsibility of the management. Our examination was carried out in accordance with the Guidance Note on certification of Corporate Governance (as stipulated in Clause 49 of the Listing Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, and the representation made by the Directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

	For and on behalf of
	D. P. Sen & Co.
	Chartered Accountants
Kolkata	S. K. Nayak
Dated: 30 May, 2010	Partner
	Membership No: 58711

Corporate Governance Report for the year ended on 31st March, 2010

The detailed report on Corporate Governance and process including compliance by the Company with the provisions of Clause 49 of the Listing Agreement is set out below:

1. Company’s Philosophy on Code of Governance:

The Board of Directors and Management are committed to maximizing shareholder value on a sustained basis. The Company considers good Corporate Governance to be a pre-requisite for meeting the objective of shareholders’ wealth maximization. Good Governance practices in the Company include adoption of best Board practices, respect and protection of minority views and interests and institutionalization of a fair and transparent reporting system.

2. Board of Directors:

During the year under review, the strength of the Board of Directors was 9 (nine) comprising of 3 promoters nonexecutive Directors (including a non-executive Chairman), 5 non-executive independent Directors and 1 Executive Director.

During the financial year ended 31st March, 2010, five Board meetings were held on 29th May, 2009, 28th June,
2009, 31st July, 2009, 30th October, 2009 and 30th January, 2010. The maximum gap between any two meetings was less than 4 months.

The composition of the Board of Directors, the attendance of each Director at the Board meetings and at the last Annual General Meeting (AGM) and also the number of other Directorships or Committee of which he is a Member/Chairman are as under:

Name of the Director	Category	Attendance		No. of other Directorship and CommitteeMembership/Chairmanships
		Board Meetings	Last AGM	Other Direcorships	Committee Memberships	Committee Chairmanships
Mr. G. J. Wadhwa	Promoter Non-Executive Chairman	4	No	3	-	-
Mr. S. M. Palia	Independent Non-Executive	1	No	6	4	3
Mr.S.K.Mehera	Independent Non-Executive	5	Yes	3	-	-
Mr. Harbhajan Singh	Independent Non-Executive	4	Yes	6	-	-
Dr. G. Goswami	Independent Non-Executive	5	Yes	7	4	-
Mr. D. J. Wadhwa	Promoter Non-Executive	4	No	1	-	-
Mr. N. Das	Independent Non-Executive	5	Yes	4	2	2
Mr. N. Pujara	Executive Director(Mktg.)	4	Yes	14	-	3
Mr. B. Wadhwa	Promoter Non-Executive	5	Yes	11	-	-

The brief resume/details relating to Directors seeking re-appointment are furnished in the Annexure to the Notice of the ensuing Annual General Meeting.

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