30 Apr 2017 | Livemint.com

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Scan Steels Ltd.

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Scan Steels Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

In accordance with Clause 49 of the Listing Agreement with BSE Limited (BSE), the report containing the details of Corporate Governance System and Processes at Scan Steels Limited as follows:

At Scan Steels Limited (SSL) Corporate Governance is all about maintaining a valuable relationship and trust with all stakeholders. We consider stakeholders as partners in our success, and we remain committed to maximizing stakeholder's value, be it shareholders, employees, suppliers, customers, investors, communities, or policy makers. This approach to value creation emanates from our belief that sound governance System, based on relationship and trust, is integral to creating enduring value for all. We have a defined policy framework for ethical conduct of business. We believe that any business conduct can be ethical only when it rests on the six core values of Customer Value, Ownership Mindset, Respect, Integrity, One Team and Excellence.

COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

Corporate Governance refers to the set of systems, principles and processes by which a company is governed. The Company believes that good Corporate Governance practices should be enshrined in all activities of the Company. The Company strongly believes that Good Corporate Governance is a pre-requisite for enhancing shareholder value and its image in the prevailing competitive business scenario. Your Company affirms its commitment to follow good corporate governance practices proactively. The Company has consistently sought to improve its focus by increasing transparency and accountability to all its stakeholders.

Corporate Governance encompasses a set of systems and practices to ensure that the Company's affairs are being managed in a manner which ensures accountability, transparency and fairness in all transactions in the widest sense. The objective is to meet stakeholders' aspirations and societal expectations. Good governance practices stem from the dynamic culture and positive mindset of the organisation. We are committed to meet the aspirations of all our stakeholders. This is demonstrated in shareholder returns, high credit ratings, governance processes and an entrepreneurial perfor­mance focused work environment. Additionally, our customers have benefited from high quality products delivered at extremely competitive prices.

The essence of Corporate Governance lies in promoting and maintaining integrity, transparency and accountability in the management's higher echelons. The demands of Corporate Governance require professionals to raise their competence and capability levels to meet the expectations in managing the enterprise and its resources effectively with the highest standards of ethics. It has thus become crucial to foster and sustain a culture that integrates all components of good governance by carefully balancing the complex inter-relationship among the Board of Directors, Audit Committee, Finance, Compliance and Assurance teams, Auditors and the senior management. Our employee satisfaction is reflected in the stability of our senior management, low attrition across various levels and substantially higher productivity.

Over the years, we have strengthened governance practices. These practices define the way business is conducted and value is generated. Stakeholders' interests are taken into account, before making any business decision.

We believe, Corporate Governance is not just a destination, but a journey to constantly improve sustainable value creation. It is an upward-moving target that we collectively strive towards achiev­ing. Our multiple initiatives towards maintaining the highest standards of governance are detailed in the following pages.

Appropriate Governance Structure with defined roles and responsibilities

The Company has put in place an internal governance structure with defined roles and responsibili­ties of every constituent of the system. The Company's shareholders appoint the Board of Directors, which in turn governs the Company. The Board has established various Committees to discharge its responsibilities in an effective manner. SSL's Company Secretary acts as the Secretary to all the Committees of the Board constituted under the Companies Act, 1956 / Companies Act, 2013. The Managing Director (MD) provides overall direction and guidance to the Board. Concurrently, the MD is responsible for overall implementation. In the operations and functioning of the Company, the MD is assisted by One Executive Directors and a core group of senior level executives.

Audits and internal checks and balances

M/s SRB & Associates, Chartered Accountants, audit firm audit the accounts of the Company. The Company has an Internal Audit Cell besides external firms, and M/s. GRC & Associates, Chartered Accountants, acting as independent internal auditors that review internal controls and operating systems and procedures. A dedicated Legal Compliance Cell ensures that the Company conducts its businesses with high standards of legal, statutory and regulatory compliances.

Best Corporate Governance practices

SSL maintains the highest standards of Corporate Governance. It is the Company's constant en­deavour to adopt the best Corporate Governance practices keeping in view the international codes of Corporate Governance and practices of well-known global companies. Some of the best implemented global governance norms include the following:

• The Company has a designated Lead Independent Director with a defined role.

• All securities related filings with Stock Exchanges and SEBI are reviewed every quarter by the Company's Stakeholders' Relationship Committee of Directors.

• The Company's internal audit is also conducted by independent auditors.

• The Company also undergoes quarterly secretarial audit conducted by an independent com­pany secretary who is in whole-time practice. The quarterly secretarial audit reports are placed before the Board and the annual secretarial audit report placed before the Board, is included in the Annual Report.

BOARD OF DIRECTORS:

The Board of Directors (The Board) is entrusted with the ultimate responsibility of the management, general affairs, direction and performance of the Company and has been vested with the requisite powers, authorities and duties. The management committee of the Company is headed by the Man­aging Director and has functional heads as its members, which looks after the management of the day to day affairs of the Company.

Board Leadership

A majority of the Board, 3 out of 5, are Independent Directors. At SSL, it is our belief that an enlight­ened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. The Board's actions and decisions are aligned with the Company's best interests. It is committed to the goal of sustainably elevating the Company's value creation. The Company has defined guidelines and an established framework for the meetings of the Board and Board Committees. These guidelines seek to systematize the decision-making process at the meeting of the Board and Board Committees in an informed and efficient manner.

The Board critically evaluates the Company's strategic direction, management policies and their effectiveness. The agenda for the Board reviews include strategic review from each of the Board committees, a detailed analysis and review of annual strategic and operating plans and capital allocation and budgets. Additionally, the Board reviews related party transactions, possible risks and risk mitigation measures, financial reports from the CFO and business reports from each of the sector heads. Frequent and detailed interaction sets the agenda and provides the strategic roadmap for the Company's future growth.

Ethics/Governance Policies

At SSL, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transpar­ency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:

• Code of Conduct for Directors & Senior Management of Scan Steels Limited

• Code of Conduct for Prohibition of Insider Trading

• Vigil Mechanism and Whistle Blower Policy

• Policy on Materiality of Related Party Transactions and on Dealing with Related Party Trans­actions

• Corporate Social Responsibility Policy

Policy for Selection of Directors and determining Directors Independence is attached as Annexure 'C' and Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other Employees dependence is attached as Annexure 'D' to the Board Report.

Composition

The Board of Scan Steels Limited Comprises Executive and Non-Executive Directors. The Non-Executive Directors include Independent Directors.

(a) The Company has composition of Executive and Non-Executive Directors. As on 31 March 2015, the Board consists of Five Directors. Out of which 3 (Three) directors is Non-Executive & Independent Directors which include one woman director. The Managing Director is the promoter of Company.

(b) None of the Directors on the Board are Members of more than ten Committees or Chairman of more than five Committees across all the Companies in which they are Directors. Necessary disclosures regarding Committee positions in other public Companies as on March 31, 2015 have been made by the Directors and None of the NEDs serve as IDs in more than Seven Listed Companies and none of the Executive or whole- time Directors serve as IDs on any Listed company.

(c) The Company had no pecuniary relationship or transactions with the Non-Executive Direc­tors during FY 2015. The Independent Directors are not related to promoters or persons occu­pying management positions at the Board level or any level below the Board; they were nei­ther in employment for the last three years nor they are material suppliers, service providers, customers, a lessor, or a lessee of the Company, which may affect their independence. They do not hold substantial shares in the Company. All these directors are above 21 years of age.

(d) All Independent Directors are persons of eminence and bring a wide range of expertise and experience to the Board thereby ensuring the best interest of stakeholders and the Company. All Independent Directors meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement.

(e) The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorship and Committee Chairmanships / Mem­berships held by them in other Companies are given herein below. Chairmanships / Member­ships of the Board Committees include only Audit and Stake Holders Relationship Commit­tee.

PROFILE OF THE BOARD OF DIRECTORS

MR. RAJESH GADODIA

Mr. Rajesh Gadodia (DIN: 00574465) aged about 42 years is a Mechanical Engineer and has more than 19 years of industrial and business experience, primarily in the steel sector with hands on experience of setting up green field projects. He is primarily involved in business development activities of the company and manages the distribution network of the company in the coastal, northern and southern region of Odisha and southern India operation. In finance he had the expo­sure in Treasury, Accounting, MIS, Forex Risk Management, Taxation, IT and all other related areas with exposure in India and overseas. He is responsible for transforming Scan Steel into a leading player in the steel industry.

MR. NIMISH GADODIA

Mr. Nimish Gadodia (DIN 01258815) aged about 36 years is an MBA from IIMS, Pune and has more than 14 years of industrial and business experience in steel sector. He is involved in administration, production, & purchase. In marketing he is exposed to Brand management / Channel and direct sales. "SHRISHTII TMT" is a renowned name in the eastern part of India due to quality product produced by the Company.

MR. ANKUR MADAAN

Mr. Ankur Madaan (DIN: 07002199) is a Non Executive & Independent Director of the company. He is a commerce graduate having more than 4 years experience in the steels and cement sector busi­ness.

MR. VINAY GOYAL

Mr. Vinay Goyal (DIN: 07002206) is a Non Executive & Independent Director of the company. He is a commerce graduate and having more than 5 years experience in the corporate sector and has excellent Command in the field of Finance, Legal and Administration.

MRS. DEBJANI SAHU

Mrs. Debjani Sahu, (DIN:02674022) aged about 37 years, is a Independent Woman Director of the Company. She is a Graduate in Arts and having over decades of experience in the field of Human Resource, Administration, Sales & Marketing in retails and Steel Sectors.

INDEPENDENT DIRECTORS

Selection of Independent Directors

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/profession, and who can effectively contribute to the Company's business and policy decisions are considered by the Nomination and Remuneration Committee, for appointment, as Independent Directors on the Board. The Committee, inter alia, considers qualifica­tion, positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other companies by such persons in accordance with the Company's Policy for Selection of Directors and determining Directors' independence. The Board considers the Committee's recommendation, and takes appropriate decision. Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under law

The Lead Independent Director's role is as follows:

• To preside over all meetings of Independent Directors

• To ensure there is an adequate and timely flow of information to Independent Directors

• To liaise between the Chairman and Managing Director, the Management and the Indepen­dent Directors

• To preside over meetings of the Board and Shareholders when the Chairman and Managing Director is not present, or where he is an interested party

• To perform such other duties as may be delegated to the Lead Independent Director by the Board/ Independent Directors

Code of Conduct

The Company has prescribed Code of Conduct for its directors and senior management. The Code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company viz. - Customer Value, Ownership Mind-set, Respect, Integrity, One Team and Excellence.

A copy of the Code has been put on the Company's website (www.scansteels.com ). The Code has been circulated to Directors and Management Personnel, and its compliance is affirmed by them annually.

The declaration from the Managing Director stating that as on 31 March 2015 all the board members and the senior management personnel of the Company have adhered to the code of conduct for FY 2015 and the same has been included in this report duly signed by the Managing Director of the Company

BOARD AGENDA

Scheduling and Selection

The Board meets at regular intervals to discuss and decide on company /business policy and strategy apart from other Board business. The Board / Committee meetings are pre-scheduled and notice and Agenda of each Board and Committee meetings is circulated to the directors well in advance to facilitate them to plan their schedules and to ensure meaningful participation in the meetings. The company has video conferencing facilities to enable director's participation at board meetings. All material information is incorporated in the agenda for facilitating meaningful and focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, it is tabled before the meeting with specific reference to this effect in the agenda. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted. In case of business exigencies or urgency of matters, resolutions are passed by circulation. The Board mem­bers, in consultation with the Chairman, may bring up any matter for the consideration of the Board. All departments of the Company schedule their work plans in advance, particularly with regard to matters requiring consideration at the Board/ Committee Meetings. All such matters are communi­cated to the Secretarial Department of the Company in advance so that the same could be included in the agenda for the Board/ Committee Meetings. The agenda for the Board / committee meetings is generally accompanied by background notes and other material information which is circulated to directors in advance to facilitate discussion for taking an informed decision.

The Managing Director appraise the Board on the overall performance of the company at every board meeting. Legal issues, write-offs, provisions, purchase and disposal of capital assets are all brought to the notice of the Board. The Board reviews performance, approves capital expenditures, sets the strategy the company should follow and ensures financial stability. The Board takes on record the actions taken by the company on all its decisions periodically.

The Company Secretary, while preparing the agenda, notes on agenda and minutes of the meeting(s), is responsible for and is required to ensure adherence to all applicable laws and regulations, includ­ing the Companies Act, 2013 read with rules issued thereunder, as applicable and the Secretarial Standards recommended by the Institute of Company Secretaries of India. The Board also takes on record the declaration made by the company secretary, chairman and managing director and the chief financial officer regarding compliances of all laws on a quarterly basis.

The Board is given presentations covering Finance, Sales, Marketing, the Company's major business segments and their operations, overview of business operations, global business environment, the Company's business areas, including business opportunities and strategy and risk management practices before taking on record the Company's quarterly/annual financial results.

The Managing Director and Company Secretary, in consultation with other concerned members of the senior management, finalize the agenda for Board meetings.

Familiarization programmers for Board Members

The Board members are provided with necessary documents/brochures, reports and internal poli­cies to enable them to familiarize with the Company's procedures and practices.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encom­passing important laws are regularly circulated to the Directors. Site visits to various plant locations are organized for the Directors to enable them to understand the operations of the Company.

The Details of such Familiarizations Programmer for Independent Directors are posted on the

Website of the Company and can be accessed at http:/ /www.scansteels.com/?page_id=2823

Post Meeting follow up System:

The Governance processes in the Company include an effective post meeting follow-up, review and reporting process for action taken / pending on decisions of the Board. Decisions are promptly communicated to the concerned departments. Action taken report on decisions / minutes of previ­ous meetings is placed at the succeeding meetings of the Board/ Committee for noting.

Recording Minutes of Proceedings at Board and Committee Meetings

The Company Secretary records minutes of proceedings of each Board and Committee meeting. Draft minutes are circulated to Board/ Board Committee members for their comments. The minutes are entered in the Minutes Book within 30 days from the conclusion of the meeting.

DETAILS OF BOARD MEETINGS DURING THE FINANCIAL YEAR:

During the financial year 2014-15, Ten meetings of the Board were held during the year and the gap between two meetings did not exceed four months. The dates on which the said meetings were held are as follows:

The Board ensures compliance of all laws applicable to the company and takes steps to rectify non­compliance, if any.

The Board has constituted various Committees, namely Audit Committee, Nomination and Remu­neration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Com­mittee, Risk Management Committee and Vigil Mechnism. The Board is authorized to constitute additional functional Committees, from time to time, depending on business needs.

MEETING OF INDEPENDENT DIRECTORS:

The Company's Independent Directors meet at least once in every financial year without the pres­ence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company's affairs and put forth their views to the Lead Independent Director. The Lead Independent Director takes appropriate steps to present Independent Directors' views to the Managing Director.

The Independent Directors of the Company had met during the year on 28.03.2015, inter alia, to discuss:

• Evaluation of the performance of Non-independent Directors and the Board of Directors as a whole.

• Evaluation of the performance of the chairman of the Company, taking into account the views of the Executive and Non-executive directors.

• Evaluation of the quality, content and timelines of flow of information between the Manage­ment and the Board that is necessary for the Board to effectively and reasonably perform its duties.

• All the Independent Directors were present at the Meeting.

The Company had also further during the year, conducted Familiarisation Programme for Indepen­dent Directors of the Company and the details of such Familiarisation Programmes are dissemi­nated on the website of the Company <http://www.scansteels.com/?page_id=2823>

Procedure at Committee Meetings

The Company's guidelines relating to Board meetings are applicable to Committee meetings as far as practicable. Each Committee has the authority to engage outside experts, advisors and counsels to the extent it considers appropriate to assist in its function. Minutes of proceedings of Committee meetings are circulated to the Directors and placed before Board meetings for noting.

AUDIT COMMITTEE

The audit committee assists the board in the dissemination of financial information and in oversee­ing the financial and accounting processes in the company. The terms of reference of the audit committee covers all matters specified in clause 49 of the listing agreement and also those specified in section 177 of the Companies Act 2013. The terms of reference broadly include review of internal audit reports and action taken reports, assessment of the efficacy of the internal control systems/ financial reporting systems and reviewing the adequacy of the financial policies and practices followed by the company. The audit committee reviews the compliance with legal and statutory requirements, the quarterly and annual financial statements and related party transactions and reports its findings to the Board. The committee also recommends the appointment of internal audi­tor, statutory auditor and cost auditor. The audit committee takes note of any default in the payments to creditors and shareholders. The committee also looks into those matters specifically referred to it by the Board. The statutory auditors were present at all audit committee meetings.

The audit committee comprised of the following directors for the year ended 31st March 2015: Composition, names of members and Chairperson

Pursuant to Merger and Re- Composition of Board of the Company, the Audit Committee of the Company is Re-constituted in line with provision of Clause 49 of the Listing Agreement with the Stock Exchange read with Section 177 of the Companies Act, 2013 which is headed by Mr. Vinay Goyal. All the members of the Audit Committee are financially literate as defined in Clause 49.II.(A).(ii) of the Listing agreement.

The Company's Audit Committee comprises of the following Directors:-

# Mr. Vinay Goyal - Chairman

# Mr. Ankur Madaan - Member

# Mr. Rajesh Gadodia - Member

#The Committee was Re-Constituted and Member of the Committee was Appointed on : 24/10/2014

All the current members of the Committee are financially literate and have relevant finance / audit exposure. The chief financial officer is permanent invitees to the meetings of the committee. The other directors are invited to attend the audit committee meetings as and when required. The company secretary acts as the secretary to the committee. The composition of the audit committee is as per clause 49 of the listing agreement. Chairman of the Audit Committee was present at the previous Annual General Meeting of the company held on 30th December, 2014.

DETAILS OF AUDIT COMMITTEE MEETINGS DURING THE FINANCIAL YEAR:

During the year under review, the committee met six times during the financial year ended 31st March, 2015 on 30.05.2014, 13.08.2014, 24.10.2014, 14.11.2014, 28.01.2015 and 25.02.2015.

This Committee of the Board, inter-alia, provides reassurance to the Board on the existence of an effective internal control environment that ensures:

• Efficiency and effectiveness of operations;

• Safeguarding of assets and adequacy of provisions for all liabilities;

• Reliability of financial and other management information and adequacy of disclosures; Compliance with all relevant statutes.

Internal Controls and Risk Management

The Company has robust systems for internal audit and corporate risk assessment and mitigation. The Company has an independent Control Assurance Department assisted by dedicated internal auditors' team.

The internal audit covers all the factories, sales offices, warehouses and businesses and functions controlled centrally. Every quarter, the Audit Committee of the Board is presented with key control issues and actions taken on past issues.

Business risk assessment procedures have been set in place for self assessment of business risks, operating controls and compliance with corporate policies. There is an ongoing process to track the evolution of the risks and delivery of mitigation action plan.

Power of Audit Committee

The audit committee shall have powers which should include the following:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it considers necessary. The broad terms of reference of Audit Committee are:

a) Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

b) Recommending to the Board, the appointment, re-appointment, remuneration and terms of appointment of statutory auditors, cost auditors of the Company.

c) Approval of payment to Statutory Auditors for any other services rendered by the statutory auditors;

d) Reviewing with the management, the annual financial statements and auditor's report thereon before submission to the Board, focusing primarily on:

1) Matters required to be included in the Director's Responsibility Statement to be in­cluded in the Board's report in terms of clause (c) of subsection 3 of Section 134 of the Companies Act.

2) Changes, if any, in accounting policies and practices and reasons for the same.

3) Major accounting entries involving estimates based on the exercise of judgment by

Management.

4) Significant adjustments made in the financial statements, if any, arising out of audit

findings.

5) Compliance with respect to accounting standards, listing agreements and legal re-

quirements concerning financial statements.

6) Disclosure of any related party transactions.

7) Qualification in the draft audit report, if any.

e) Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

f) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

g) Review and monitor the auditor's independence and performance, and effectiveness of audit process;

h) Approval or any subsequent modification of transactions of the company with related par­ties;

i) Scrutiny of inter-corporate loans and investments;

j) Valuation of undertakings or assets of the company, wherever it is necessary;

k) Evaluation of internal financial controls and risk management systems;

l) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

m) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, re­porting structure coverage and frequency of internal audit;

n) Discussion with internal auditors of any significant findings and follow up there on;

o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

p) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

q) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

r) To review the functioning of the Whistle Blower mechanism;

s) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

t) Carrying out any other function as is mentioned in the terms of reference of the Audit Commit­tee.

Review of Information by Audit Committee

The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), sub­mitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE :

In compliance with Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has re-constituted the Remuneration Committee into the Nomination & Remuneration Committee.

The terms of reference of the Committee inter alia, include the following:

a) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and carry out evaluation of every director's performance.

b) Formulating a criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board a policy, relating to the remuneration of the direc­tors, key managerial personnel and other employees.

c) Formulating a criteria for evaluation of Independent Directors and the Board.

d) Devising a policy on Board diversity.

e) To recommend / review remuneration of the Managing Director(s) and Whole-time Director(s) based on their performance and defined assessment criteria.

f) To carry out any other function as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable;

Annual Report 2014-2015

g) To perform such other functions as may be necessary or appropriate for the performance of its duties.

I. Composition of the Committee Members.

As of 31st March 2015, the Nomination and Remuneration Committee consisted of 3 Non - Execu­tive Independent directors, Mr. Ankur Maddan , Mr. Vinay Goyal and Mrs. Debjani Sahu, Non-Executive Independent Directors of the Company.

Mr. Ankur Maddan Independent Director is the Chairman of the Committee. The company secretary is the secretary to the committee.

The Nomination and Remuneration Committee comprises of the following Directors:-

# Mr. Ankur Madaan - Chairman

# Mr. Vinay Goyal - Member

# Mrs. Debjani Sahu - Member

II. Meeting and Attendance during the year

During the year under review, the committee met Three times during the financial year ended 31st March, 2015 on 24.10.2014, 25.02.2015 and 28.03.2015.

III. Remuneration policy

The remuneration of the Whole-time/Executive Directors and Senior Executive Officers is decided by the Board based upon the recommendations of the Nomination and Remuneration Committee, subject to the approval of the Company in general meeting, which inter-alia is based on the criteria such as industry benchmarks, the Company's performance, and the performance of the individual concerned. Remuneration of the Executives and employees largely consists of basic salaries, perqui­sites and incentives. The component of the total remuneration varies from grades and is governed by the industry pattern, qualifications, experience and the responsibilities carried on by the individual employee concerned. The objectives of the remuneration policy are to motivate the deserving em­ployee in improving their performance, along with recognizing their contributions, retain best talent in the organization and record the merits.

The Policy inter alia provides for the following:

(a) attract, recruit, and retain good and exceptional talent;

(b) list down the criteria for determining the qualifications, positive attributes, and indepen­dence of the directors of the Company;

(c) ensure that the remuneration of the directors, key managerial personnel and other employees is performance driven, motivates them, recognises their merits and achievements and pro­motes excellence in their performance;

(d) motivate such personnel to align their individual interests with the interests of the Company, and further the interests of its stakeholders;

(e) ensure a transparent nomination process for directors with the diversity of thought, experi­ence, knowledge, perspective and gender in the Board; and

(f) Fulfil the Company's objectives and goals, including in relation to good corporate gover­nance, transparency, and sustained long-term value creation for its stakeholders.

The Company's Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as Annexure D to the Board Report. Further, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Direc­tors.

The Managing Director's compensation has been set at Rs. 24.00 Lacs as approved, reflecting his desire to continue to set a personal example for moderation in managerial compensation levels.

Performance criteria for one Executive Director, entitled for Performance Linked Incentive (PLI), are determined by the, Nomination and Remuneration Committee.

The tenure of office of the Managing Director is for five years from their respective dates of appoint­ments, and can be terminated by either party by giving three months notice in writing. There is no separate provision for payment of severance fees. Nor there is any service Contracts.

Sitting fee and commission paid on net profit to Non-Executive Directors:

No Sitting Fees been paid to Non- Executive Directors of the Company. There were no other pecuni­ary relationships or transactions of Non-Executive Directors vis-a-vis the Company. The Company has not granted any stock option to any of its Non-Executive Directors.

Criteria for making payments to non- executive directors:

The Company has created laid down the criteria for making payments to the Non- Executive Direc­tors. The details of such criteria are available in the Remuneration Policy disseminated on the website of the Company, www.scansteels.com  and / or the Nomination & Remuneration Policy is also annexed as Annexure D to Board Report.

Details of shareholding of Directors as on 31st March 2015.

As on 31st March 2015, the company had two executive directors and Three non-executive directors, The Executive Directors, Mr. Rajesh Gadodia, holds 3275531 equity shares and Mr. Nimish Gadodia, holds 3188316 equity shares in the company. and the Non-Executive directors do not hold any shares in the company.

PERFORMANCE EVALUATION

In compliance with the Section 134(3) (p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evalua­tion of the non-executive directors and executive directors and the policy has been approved by the Nomination and Remuneration Committee.

5CAN GROUP

The Board carried out an annual performance evaluation of its own performance, the Independent Directors individually as well as the evaluation of the working of the Committees of the Board. The performance evaluation of all the Directors was carried out by the Nomination and Remuneration Committee. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors.

The purpose of the Board evaluation is to achieve persistent and consistent improvement in the governance of the Company at the Board level with the participation of all concerned in an environ­ment of harmony. The Board acknowledges its intention to establish and follow "best practices" in Board governance in order to fulfill its fiduciary obligation to the Company. The Board believes the evaluation will lead to a closer working relationship among the Board members, greater efficiency in the use of the Board's time and increased effectiveness of the Board as a governing body.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obliga­tions and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Com­pany and its minority shareholders etc.

Some of the key criteria for performance evaluation, as laid down by the Company are as follows-

Performance evaluation of Directors:

• Contribution at Board / Committee meetings

• Guidance / Support to Management outside Board / Committee Meetings

Performance evaluation of Board and Committees:

• Board structure and composition

• Degree of fulfillment of key responsibilities

• Establishment and delineation of responsibilities to Committees

• Effectiveness of Board Processes, Information and Functioning

• Board Culture and Dynamics

• Quality of relationship between the Board and Management

• Efficacy of communication with External Stakeholders

• Committees - strengths and areas of improvement

The Directors expressed their satisfaction with the evaluation process.

STAKE HOLDERS RELATIONSHIP COMMITTEE

Section 178(5) of the Companies Act, 2013 prescribes that a company which consists of more than one thousand shareholders, debenture-holders, deposit-holders and any other security holders at any time during a financial year shall constitute a Stakeholders' Relationship Committee. The Com­pany has complied with this provision and the Stakeholders' Relationship Committee carries the mandate as was decided upon in the erstwhile Shareholders' Grievance Committee. Further, the Company has merged the erstwhile Share Transfer Committee with the Stakeholders' Relationship Committee.

The committee met twelve times during the financial year ended 31st March, 2015 to oversee and review all matters related to the transfer of securities of the company and other Shareholders Griev­ances if any.

The powers (terms of reference) delegated to the committee are as under:

• to review statutory compliance relating to all security holders,

• consider and resolve the grievances of security holders of the company including complaints related to transfer of securities, non-receipt of annual report/declared dividends/notices/ balance sheet,

• oversee compliances in respect of dividend payments and transfer of unclaimed amounts to the Investor Education and Protection Fund,

• oversee and review all matters related to the transfer of securities of the company , approve issue of duplicate certificates of the company,

• review movements in shareholding and ownership structures of the company,

• ensure setting of proper controls and oversee performance of the Registrar and Share Transfer Agent,

Recommend measures for overall improvement of the quality of investor services and set forth policies relating to and oversee implementation of the Code of Conduct for prevention of Insider Trading.

•To scrutinize and take on records the shares / securities transfers and transmission of shares / securities etc. made by the Registrar and Transfer Agent of the Company and authorize the registration of transfers in the Register of Members as well as in the Register of Transfers of the Company and to take all other consequential and incidental actions and measures.

• Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory notification / amendment or modification as may be applicable.

Ref: CIR/OIAE/2/2011 dated June 3, 2011 informed the company that they had commenced pro­cessing of investor complaints in a web based complaints redress system "SCORES". Under this system, all complaints pertaining to companies are electronically sent through SCORES and the companies are required to view the complaints pending against them and submit Action Taken Report (ATRs) along with supporting documents electronically in SCORES.

All the requests and complaints received from the shareholders were attended to within the stipu­lated time and nothing was pending for disposal at the end of the year. Mr. Prabir Kumar Das, company secretary is the compliance officer of the company. For any clarification / complaint the shareholders may contact company secretary at secretarial@scansteels.com at the registered office of the company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

SSL is committed to create value for the nation and enhance the quality of life across the entire socio­economic spectrum. SSL believes that Corporate Social Responsibility extends beyond the ambit of business and should focus on a broad portfolio of assets - human physical, environmental and social. SSL gives utmost importance to conservation of the natural capital at its operations. SSL is committed to responsible stewardship of the natural resources to conduct its operations in a sustain­able manner.

The Committee is constituted in line with the Provision of Section 135 of the Companies Act 2013. It is the commitment by the business to behave ethically and contribute to economic development while improving the quality of life of the workforce and their families as well as of the local commu­nity and society at large give Social Contribution to the Society.

The composition of CSR Committee is as Mentioned below: #Shri Vinay Goyal - Chairman

#Shri Ankur Madaan - Member #Shri Rajesh Gadodia - Member

#The Committee was Constituted and Members were Appointed on: 14/11/2014

As there was Loss and / or No sufficient Profit in the Last three years there is No Fund with the Company to be Spent on CSR activities, there by Committee did not met during the Year under review. And as the Company Gradually reduce its Losses and start making Profit in Future the Company shall find out ways and means to spend the same and shall submit the relevant report in the ensuing year.

The powers (terms of reference) delegated to the committee are as under:

a. To formulate and recommend to the board , a CSR policy which shall indicate the activities to be undertaken by the company as per the companies act, 2013;

b. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the company;

c. To monitor the CSR policy of the company from time to time; and

d. Other matter as the CSR committee may deem appropriate after approval of the board of directors or as may be director by the board of director from time to time.

RISK MANAGEMENT COMMITTEE

A) RISK MANAGEMENT

Periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the company to control risk through a properly defined plan. The risks are classified as financial risks, operational risks and market risks. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them. The Company has formulated a policy for Risk management with the following objectives:

• Provide an overview of the principles of risk management

• Explain approach adopted by the Company for risk management

• Define the organizational structure for effective risk management

• Develop a "risk" culture that encourages all employees to identify risks and associated op­portunities and to respond to them with effective actions.

• Identify access and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Company's human, physical and financial assets.

B) RISK MANAGEMENT COMMITTEE:

Committee was Constituted on 14th November, 2014 in Compliance with Companies Act, 2013 and Clause 49 (VI)(C) of the Listing Agreement, and The composition of the Risk Management Committee as at March 31, 2015

The objectives and scope of the Risk Management Committee broadly comprises:

• Oversight of risk management performed by the executive management;

• Reviewing the RMC policy and framework in line with local legal requirements and SEBI guidelines;

• Reviewing risks and evaluate treatment including initiating mitigation actions and owner­ship as per a pre-defined cycle;

• Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

C) The Company has also formulated a Risk Management policy which can be accessed on the link : http: / / www.scansteels.com/?page_id=2823

POLICY FOR PREVENTION OF SEXUAL HARASSMENT

Sexual harassment can have a devastating effect upon the health, confidence, morale and perfor­mance of those affected by it and the best way to prevent sexual harassment is to adopt a comprehen­sive sexual harassment policy. The Company is an equal employment opportunity provides and is committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity. Sexual harassment at the work place or other than work place, if involving employees, is a grave offence and is, therefore, punishable.

VIGIL MECHNISM/ WHISTLE BLOWER POLICY:

The Company has formulated a policy known as Vigil Mechanism / 'Whistle Blower Policy' to allow and encourage our employees to bring to the Management's Notice (Audit Committee) di­rectly, without necessarily informing their superiors about suspected unethical behavior, malprac­tice, wrongful conduct, fraud, violation of the Company's policies including code of conduct, viola­tion of law or questionable accounting or auditing matters by any employee/director in the Com­pany without fear of reprisal.

The Company further undertakes that it has not denied any personnel access to the Chair man of the Audit Committee of the Company in respect of matters involving alleged misconduct / malpractice / unethical behavior and that it has provided protection to 'Whistle Blowers' from unfair termination and other unfair or prejudicial employment practices.

The Details Vigil Mechanism / 'Whistle Blower Policy' may be accessed on the Company's website at the link: <http://> www.scansteels.com/?page_id=2823

# Vigil Mechanism Policy was formulated on 14th November, 2014

CEO /CFO CERTIFICATE :-

A certificate from Managing Director and the Chief Financial Officer of the Company , in terms of the listing agreements , have been duly submitted, is attached to this Report.

COMPLIANCE CERTIFICATE OF THE AUDITORS

Certificate from Practicing Company Secretary, M/s. K K Giri & Associates., confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this Report.

CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT.

The Company has adopted the code of conduct for its employees at all levels including Senior Management and Directors. The code has been circulated to all the members of the Board and senior management. The Board members and senior management have affirmed their compliance with the code and a declaration signed by the Managing Director of the Company appointed in terms of the Companies Act, 1956 / 2013 (i.e. the CEO within the meaning of clause 49-V of the Listing Agree­ment) is annexed separately to this report.

The standards for business conduct provide that the directors and the senior management will uphold ethical values and legal standards as the company pursues its objectives, and that honesty and personal integrity will not be compromised under any circumstances. A copy of the said code of conduct is available on the <http://www.scansteels.com/> ?page_id=2823.

ROLE OF THE COMPANY SECRETARY IN OVERALL GOVERNANCE PROCESS

The Company Secretary plays a key role in ensuring that the Board (including committees thereof) procedures are followed and regularly reviewed. The Company Secretary ensures that all relevant information, details and documents are made available to the Directors and senior management for effective decision-making at the meetings. The Company Secretary is primarily responsible to assist and advise the Board in the conduct of affairs of the Company, to ensure compliance with applicable statutory requirements and Secretarial Standards, to provide guidance to directors and to facilitate convening of meetings. He interfaces between the management and regulatory authorities for gover­nance matters.

OBSERVANCE OF THE SECRETARIAL STANDARDS ISSUED BY THE INSTITUTE OF COM­PANY SECRETARIES OF INDIA

The Institute of Company Secretaries of India (ICSI), one of India's premier professional bodies, has issued Secretarial Standards on important aspects like Board meetings, General meetings, Payment of Dividend, Maintenance of Registers and Records, Minutes of Meetings, Transmission of Shares and Debentures, Passing of Resolutions by Circulation, Affixing of Common Seal and Board's Re­port. Although these standards, as of now, are recommendatory in nature, the Company substan­tially adheres to these standards voluntarily.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company Secretary & Head Compliance is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

Procedure for Postal Ballot:

In compliance with Clause 35B of the Listing Agreement and Section 108, 110 and other applicable provisions of the Companies Act, 2013, read with the related rules, the Company provides electronic voting facility to all its Members, to enable them to cast their votes electronically.

The Company engages the services of CDSL for the purpose of providing e-voting facility to all its Members. The Members have the option to vote either by physical ballot or e-voting.

The Company dispatches the postal ballot notices dated 03.07.2015 and forms along with postage prepaid business reply envelopes to its Members whose names appear on register of members / list of beneficiaries as on a cut-off date i.e. 03rd July, 2015. The postal ballot notice is sent to Members in electronic form to the e-mail addresses registered with their depository participant (in case of elec­tronic shareholding) / the Company's registrar and share transfer agents (in case of physical shareholding).

All the resolution has been duly passed and the results of the Postal Ballot has been announced by the Chairman on 11th August, 2015 at the registered office of the company.

SUBSIDIARY COMPANIES

As Your Company has No Subsidiaries there are no details to be provided for the same.

DEMATERIALISATION OF SECURITIES

The Company's Shares are available for trading in the Depository System both at the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). Demat Status of the Company as on March 31, 2015 is as under

REMATERIALISATION OF SHARES

It is the process through which shares held in electronic form are converted into physical form by issuance of share certificate(s).

REMATERIALISATION OF SHARES

It is the process through which shares held in electronic form are converted into physical form by issuance of share certificate(s).

DISCLOSURES

I) DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS THAT MAY HAVE POTENTIAL CONFLICT WITH THE INTEREST OF THE COMPANY

AT LARGE:-

The Board has received disclosures from key managerial personnel relating to material, financial and commercial transactions where they and/ or their relatives have personal interest. There are no materially significant transactions made by the company with its promoters, Directors or Manage­ment or relatives etc. that may have potential conflict with the interest of the Company at large. However, the related party relationships and transactions as required under Accounting Standard (AS) 18 on Related Party Disclosures prescribed under the Companies Act, 1956 are disclosed in Note No. 2 of notes to the Accounts for the year ended 31st March, 2015 may be referred.

All related party transactions are negotiated on an arms-length basis, and are intended to further the Company's interests.

The Company has also formulated a policy on dealing with the Related Party Transactions which can be accessed on the link: <http://www.scansteels.com/?page_id=2823>. and necessary approval of the audit committee and Board of directors were taken wherever required in accordance with the Policy.

Details of Related Party Transactions in form AOC 2 attached to Board Report may also be re­ferred to.

II) STATUTORY COMPLIANCES, PENALTIES & STRICTURES

The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI or other statutory authorities relating to the above.

III) WHISTLE BLOWER POLICY

The Company has established the necessary mechanism in line with Clause 7 of the Annexure 1D to Clause 49 of the Listing Agreement with the Stock Exchanges, for employees to report concerns about unethical behavior. No personnel have been denied access to the Ethics Counselors/Chairman of the Audit Committee.

IV) RECONCILIATION OF SHARE CAPITAL AUDIT

i) Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, certificates, on half-yearly basis, have been issued by a Company Secretary-in-Practice for due compliance of share transfer formalities by the Company.

ii) A Company Secretary-in-Practice carried out a Reconciliation of Share Capital Audit to recon­cile the total admitted capital with National Securities Depository Limited and Central De-pository Services (India) Limited ("Depositories") and the total issued and listed capital. The audit confirms that the total issued/paid-up capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with Depositories).

V) MANAGEMENT DISCUSSION & ANALYSIS REPORT (MD&A REPORT)

The MD&A Report forms a part of the Directors' Report. All matters pertaining to industry structure and developments, opportunities and threats, segment/product wise performance, outlook, risks and concerns, internal control and systems, etc., are discussed in the said Report.

VI) INTIMATION TO STOCK EXCHANGES

All price sensitive information and matters which are material and relevant to shareholders are intimated to all the Stock Exchanges where the securities of the Company are listed.

VII) CORPORATE FILING AND DISSEMINATION SYSTEM (CFDS), BSE ONLINE

In accordance with Clause 52 of the Listing Agreement, all disclosures and communications to BSE Limited are filed electronically through CFDS, website www.corpfiling.co.in . and also by e- mail corp.relations@bseindia.com and also Physical Copy be submitted at BSE Limited.

VIII) LISTING ON STOCK EXCHANGES

The Company's Ordinary shares are listed on BSE Limited in India:

Stock Exchange   BSE Limited 

ISIN  NE099G01011

Stock Code  511672

Address  Phiroze Jeejeebhoy Towers, Dalal Street,  Mumbai-400 001

Website www.bseindia.com

IX) REGISTRARS AND TRANSFER AGENTS

For communications regarding share transfer and dematerialization requests and All matters con­nected with share transfer, transmission, dividend payment is handled by the share transfer agent. Share transfers are processed within 10-12 days of lodgement., Members are requested to correspond with the Company's Registrars and Transfer Agents - Adroit Corporate Services Pvt Limited quot­ing their folio no./DP ID & Client ID at the following addresses:-

Adroit Corporate Services Pvt Limited

19, Jafferbhoy Industrial Estate, 1st Floor, Makwana Lane, Marol Naka, Andheri (E), Mumbai- 400 059.

Tel: +91 22 28596060 / 4060/ 4428 / 4442 / 0942

Fax: +91 22 2850 3748

Email: pratapp@adroitcorporate.com  

Web Site: www.adroitcorporate.com

X) SHARE TRANSFER SYSTEM

Share Transfers in physical form can be lodged with Adroit Corporate Services Pvt Limited at the above mentioned addresses. The transfers are normally processed within 10-12 days from the date of receipt if the documents are complete in all respects. Certain Directors and the Company Secretary are severally empowered to approve transfers.

XI) NOMINATION FACILITY

Shareholders who hold shares in the physical form and wish to make/change a nomination in respect of their shares in the Company, as permitted under the Companies Act, 2013, may obtain from Adroit Corporate Services Pvt Limited, the prescribed Form. Members holding shares in elec­tronic form may obtain Nomination forms from their respective Depository Participant (DP).

XII) SHARES HELD IN ELECTRONIC FORM

Shareholders holding shares in electronic form may please note that instructions regarding change of address, bank details, nomination and power of attorney should be given directly to the DP.

XIII) SHARES HELD IN PHYSICAL FORM

Shareholders holding shares in physical form may please note that instructions regarding change of address, bank details, nomination and power of attorney should be given to the Company's RTA viz. Adroit Corporate Services Pvt. Limited.

XIV) ADDRESS FOR CORRESPONDENCE

Name, designation & address of Compliance Officer: Mr. Prabir Kumar Das,

104/105, E-Square, Subhash Road, Vile - Parle - (E), Mumbai - 400057

Phone - 022-26185461/62

Fax - 022-26185463

Email - secretarial@scansteels.com

XV) OTHER INFORMATION TO THE SHAREHOLDERS GREEN INITIATIVE

As a responsible corporate citizen, the Company welcomes and supports the 'Green Initiative' taken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, Quarterly, Half-yearly results etc., to shareholders at their e-mail address previously registered with the Depository Participants (DPs)/ Company/Registrars & Trans­fer Agents.

Shareholders who have not registered their e-mail addresses so far are requested to register their e­mail addresses. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with Adroit Corporate Services Pvt Limited, by sending a letter, duly signed by the first / sole holder quoting details of Folio No.

X) SHARE TRANSFER SYSTEM

Share Transfers in physical form can be lodged with Adroit Corporate Services Pvt Limited at the above mentioned addresses. The transfers are normally processed within 10-12 days from the date of receipt if the documents are complete in all respects. Certain Directors and the Company Secretary are severally empowered to approve transfers.

XI) NOMINATION FACILITY

Shareholders who hold shares in the physical form and wish to make/change a nomination in respect of their shares in the Company, as permitted under the Companies Act, 2013, may obtain from Adroit Corporate Services Pvt Limited, the prescribed Form. Members holding shares in elec­tronic form may obtain Nomination forms from their respective Depository Participant (DP).

XII) SHARES HELD IN ELECTRONIC FORM

Shareholders holding shares in electronic form may please note that instructions regarding change of address, bank details, nomination and power of attorney should be given directly to the DP.

XIII) SHARES HELD IN PHYSICAL FORM

Shareholders holding shares in physical form may please note that instructions regarding change of address, bank details, nomination and power of attorney should be given to the Company's RTA viz. Adroit Corporate Services Pvt. Limited.

XIV) ADDRESS FOR CORRESPONDENCE

Name, designation & address of Compliance Officer: Mr. Prabir Kumar Das,

104/105, E-Square, Subhash Road, Vile - Parle - (E), Mumbai - 400057

Phone - 022-26185461/62

Fax - 022-26185463

Email - secretarial@scansteels.com  

XV) OTHER INFORMATION TO THE SHAREHOLDERS GREEN INITIATIVE

As a responsible corporate citizen, the Company welcomes and supports the 'Green Initiative' taken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents including the Annual Report, Quarterly, Half-yearly results etc., to shareholders at their e-mail address previously registered with the Depository Participants (DPs)/ Company/Registrars & Trans­fer Agents.

Shareholders who have not registered their e-mail addresses so far are requested to register their e­mail addresses. Those holding shares in demat form can register their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mail addresses with Adroit Corporate Services Pvt Limited, by sending a letter, duly signed by the first / sole holder quoting details of Folio No.

XVI) DEPOSITORY SERVICES

Shareholders may write to the respective Depository or to Adroit Corporate Services Private Limited for guidance on depository services.

Address for correspondence with Depositories are as follows:

1. National Securities Depository Limited - Trade World, A Wing, 4th & 5th Floors, Kamala Mills Compound, Senapati Bapat Road, Lower Parel, Mumbai-400 013. Telephone: (022) 2499 4200, Facsimile: (022) 2497 6351, E-mail: info@nsdl.co.in , Website:

2. Central Depository Services (India) Limited - Phiroze Jeejeebhoy Towers, 17th Floor, Dalal Street, Mumbai-400 001. Telephone: (022) 2272 3333, Toll free: 1800-200-5533, Fax: (022) 2272 3199, E-mail: helpdesk@cdslindia.com , Website: www.cdslindia.com

MEANS OF COMMUNICATION

The Board recognizes the importance of two-way communication with shareholders and giving a balanced report of results and progress and responding to questions and issues raised in a timely and consistent manner

a. The quarterly / annual results are communicated to the Bombay Stock Exchange Limited where the Company's shares are listed and published in Financial Express (English Newspa­per) and Mumbai Mitra (Marathi Newspaper)

b. The quarterly / half yearly financial results are being sent to all the Stock Exchanges, where the shares of the Company are listed for putting in their own website.

c. The Company has not made any presentation to any institutional investors or to analysts during the year.

The company's website address is: www.scansteels.com . The website contains basic information about the company and such other details as required under the listing agreement. The company ensures periodical updation of its website. The company has designated the email-id secretarial@scansteels.com in to enable the shareholders to register their grievances.

Annual Report: The Annual Report containing, inter alia, Audited Financial Statement, Directors' Report, Auditors' Report and other important information is circulated to members and others entitled thereto. The Management's Discussion and Analysis (MD&A) Report forms part of the Annual Report and is displayed on the Company's website (www.scansteels.com ).

BSE Corporate Compliance & Listing Centre (the 'Listing Centre'): BSE's Listing Centre is a web-based application designed for corporate. All periodical compliance filings like shareholding pat­tern, corporate governance report, media releases, among others are also filed electronically on the Listing Centre.

SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status.

GENERAL SHAREHOLDERS INFORMATION

Date and Time of AGM

30th September, 2015 at 10.00 A.M.

Venue of AGM

104/105, E-Square, Subhash Road, Vile- Parel-(E), Mumbai-400 057

Book closure Date

Wednesday, the 23rd Day of September, 2015 to Wednesday, the 30th Day of September, 2015 (both days inclusive)_

Dividend Payment Date Not Applicable

Date of declaration Not Applicable

Rate of dividend Not Applicable

Book Closure Date Not Applicable

Date of payment of dividend Not Applicable

Amount of dividend paid Not Applicable

Share Capital Not Applicable

Company Registration Details

The Company is registered in the State of Maharashtra, India. The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L27209MH1994PLC076015

Listing on Stock Exchange

The Bombay Stock Exchange Limited

Stock /Scrip Code

511672

ISIN Numbers

INE099G01011

Financial Calendar

1st April, 2015 - 31st March, 2016

First Quarter Results Up to 15th August , 2015

Second Quarter Results Up to 15th November, 2015

Third Quarter Results Up to 15th February, 2016

Fourth Quarter Results Up to 30th May, 2016

E-Voting

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, members have been provided the facility to exercise their right to vote at General Meetings by electronic means, through e-Voting Services provided by Central Depository Services India Limited.

Share transfer system

Share transfer would be registered and returned within a prescribed period from the date of receipt, if the documents are in order in all respects.

Registrar & Transfer Agents.

Adroit Corporate Services Private Limited

19, Jaferbhoy Industrial Street, Makwana Road, Marol Naka, Andheri(E), Mumbai- 400 059

Outstanding GDS/ADRs     

Nil

Plant Locations   

Unit -1 is situated at Rambhahal, At- Keshramal, Rajgangpur, Sundergarh (Odisha) 

Unit  -2  is  situated  at  Gangajal,  Budhakata,  Sundergarh, Odisha 

Unit-4  is  situated  at  Bai-bai,  Tudalaga,  Rajgangpur, Sundergarh, Odisha 

Unit-6  is  situated  at  Bellary,  Veniveerapura,  Bellary, Karnataka 

Address for Correspondence

104-105, E Square, Subhash Road,, Opp. Havmor Ice Cream , Vile Parle (E) , Mumbai , Maharashtra - 400057

Payment of Listing Fees

Annual  listing  fee  for  the year 2015-16 has been paid by  the Company to BSE.

Payment of Depository Fees

Annual Custody/Issuer fee for the year 2015-16 will be paid by the Company to NSDL and CDSL on receipt of the invoices.

REQUEST TO INVESTORS

Shareholders are requested to follow the general safeguards/procedures as detailed hereunder in order to avoid risks while dealing in the securities of the company.

• Shareholders are requested to convert their physical holding to demat/ electronic form through any of the DPs to avoid any possibility of loss, mutilation etc., of physical share certificates and also to ensure safe and speedy transaction in securities.

• Shareholders holding shares in physical form should communicate the change of address, if any, directly to the Registrars and Share Transfer Agent of the company.

• It has become mandatory for transferees to furnish a copy of Permanent Account Number for registration of transfer of shares held in physical mode.

• Shareholders holding shares in physical form who have not availed nomination facility and would like to do so are requested to avail the same, by submitting the nomination in Form SH-13. The form will be made available on request. Those holding shares in electronic form are advised to contact their DPs.

• As required by SEBI, it is advised that the shareholders furnish details of their bank account number and name and address of their bank for incorporating the same in the dividend warrants. This would avoid wrong credits being obtained by unauthorized persons.