REPORT ON CORPORATE GOVERNANCE
The Company continuously strives to attain high levels of corporate performance, accountability, transparency, responsibility and fairness in all aspects of its operations. Transparency in all dealings and providing better services without compromising in any way on integrity and regulatory compliances have been the basic objectives of corporate governance in the Company.
The Company is in Compliance with the requirements stipulated under Clause 49 of the Listing agreement entered into with the stock Exchanges with regard to corporate governance.
BOARD OF DIRECTORS
i. As on March 31, 2015, the Company has seven Directors including a Non-Executive Chairman. Of the Seven Directors, five are Non-executive Directors of which, four are Independent Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreements entered into with the Stock Exchanges.
ii. During the year under review, 4 Board Meetings were held, one each on 30th May 2014, 14th August 2014, 13th November 2014 and 14th February 2015 and the gap between two meetings did not exceed one hundred twenty days. The necessary quorum was present for all the meetings.
iii. None of the Directors on the Board hold Directorship in more than ten Public Companies. Further, none of them is a member of more than ten Committees or Chairman of more than five Committees across all the Public Companies in which he is a Director. Necessary disclosures regarding Committee positions in other Public Companies as on March 31, 2015 have been made by the Directors.
iv. Independent Directors are Non-executive Directors as defined under Clause 49(II)(B)(1) of the Listing Agreements entered into with Stock Exchanges. The maximum tenure of the Independent Directors is in compliance with the Companies Act, 2013 ("Act"). All the Independent Directors have confirmed that they meet the criteria as mentioned under Clause 49 of the Listing Agreement and Section 149 of the Act.
v. The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year and the number of Directorships and Committee Chairmanships/ Memberships held by them in other Public Companies as on March 31, 2015 are given herein below. Other Directorships do not include Directorships of Private Limited Companies, Section 8 Companies and of Companies incorporated outside India. Chairmanships/ Memberships of Board Committees include only Audit Committee and Stakeholders' Relationship Committee.
Detail of Board Meetings, Number of Directorships and Committee Memberships held by Directors
*Smt. Manju Lakhanpal appointed as an Additional Independent Director w.e.f. 14.03.2015.
i. During the year, a separate meeting of the Independent Directors was held inter-alia to review the performance of non-independent Directors and the Board as a whole. The Company has adopted a familiarization programme for the Independent Directors, which has been displayed on the website of the Company.
ii. The Board periodically reviews compliance reports of all laws applicable to the Company and steps are taken to rectify the instances of non-compliance, if any.
COMMITTEES OF DIRECTORS
The Board has constituted committees of Directors to deal with matters, which need quick decisions and timely monitoring of the activities falling within their terms of reference. The Board Committees are as follows:
AUDIT & COMPLIANCE COMMITTEE
The Audit & Compliance Committee comprises of two Non-executive Independent Directors viz. Shri S S Virdi, Prof.(Dr.) B B Tandon and Shri H K Singhal. During the year, the committee held four meetings one each on 30th May 2014, 14th August 2014, 13th November 2014 and 14th February 2015
The terms of reference of the Audit & Compliance Committee are in accordance with Section 177 of the Companies Act, 2013 and paragraphs C&D of clause 49(II) of the Listing Agreement entered into with the Stock Exchanges and inter-alia include the following:
a) Overseeing the Company's financial reporting process and ensuring correct, adequate and credible disclosure of financial information.
b) Recommending appointment and removal of external auditors and fixing of their fees.
c) Reviewing with management the annual financial statements with special emphasis on accounting policies and practices, compliance with accounting standards and other legal requirements concerning financial statements.
d) Reviewing the adequacy of the Audit and Compliance function, including their policies, procedures, techniques and other regulatory requirements.
e) Reviewing the adequacy of internal control systems and significant audit findings.
f) Reviewing with the management, the quarterly financial statements before submission to the board for approval.
g) Evaluation of internal financial controls and risk management systems
h) To review the functioning of whistle blower mechanism.
i) Carrying out any other function as is mentioned in terms of reference of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Company had a Remuneration/ Compensation Committee of Directors. The Remuneration/ Compensation Committee of the Company has been merged, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement. The Nomination and Remuneration Committee comprises of two Non executive Directors viz Shri S S Virdi, and Prof.(Dr.) B B Tandon, and Shri H K Singhal. The committee has been constituted to review and recommend
compensation payable to the Whole-time Directors and Senior Management of the Company. The committee reviews the overall compensation structure and policies of the Company with a view to attract, retain and motivate employees, reviewing compensation levels of the Company vis-a-vis other Companies and industry in general in line with Remuneration Policy.
The Company's Remuneration Policy is driven by the success and performance of the individual employees and the Company. Through its compensation programme, the Company endeavor to attract, retain, develop and motivate high performance workforce. The Company pays remuneration by way of salary, benefits, perks, perquisite and allowances to its employees.
REMUNERATION OF DIRECTORS
Perquisites: In addition to the above, the Executive Director enjoys the following perquisites: -Contribution to Provident Fund @12% of the Basic Salary;
-Reimbursement of Medical Bills upto one months' basic salary in a year, or upto three months' salary in a period of three years;
-Gratuity not exceeding half month's basic salary for each completed year of service subject to the maximum as prescribed under the Gratuity Act;
-Earned Leave as per Company's Rules (Unavailed portion of the Earned Leave may be encashed at the end of the tenure);
- Chauffeur Driven Car and Telephone at residence for Official use (the private use of Car and telephone shall be billed by the Company to the appointee)
- Reimbursement of Club Fee subject to a maximum of one club (membership fee is not reimbursable).
The remuneration is in conformity with Schedule V of the Companies Act, 2013. Other non-executive Directors are paid sitting fee of Rs.5000/- for each Meeting of the Board, and Rs.2000/- for each Meeting of the Audit Committee thereof attended by them. The Company also reimbursed the out of pocket expenses incurred by the Directors for attending meetings.
EMPOYEES STOCK OPTION (ESOP)
The Company does not have any employee stock option scheme.
DETAILS OF EQUITY SHARES OF THE Company HELD BY THE DIRECTORS AS ON 31ST MARCH 2015
None of the Directors are holding shares of the Company except 4600 shares held by Shri R K Garg,
The Secretarial Committee approves and monitors transfers, transmission, splitting and consolidation of shares of the Company. The Secretarial Committee is comprised of Shri Sanjay Garg, Executive Director, Prof.(Dr.) B B Tandon and Shri H. K. Singhal, Directors. The Secretarial Committee of the Company meets as often as required. The Committee met 11 times during the year.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company had a Secretarial Committee/ Investors Grievances Committee of Directors to look into redressal of
complaints of investors etc. The nomenclature of the said committee was changed to Stakeholders Relationship Committee in the light of provisions of the Act and revised Clause 49 of the Listing Agreement. The Composition of Stakeholders and Relationship Committee, comprising of Prof.(Dr.) B B Tandon as Chairman, Shri H K Singhal and Shri S S Virdi, Directors. The Committee monitors redressal of complaints from shareholders relating to transfer of shares, non-receipt of balance sheet, dividends, dematerialization of shares etc. The Company has attended to most of the investor's grievances/ correspondence within a period of 10 days from the date of receipt, except in cases constrained by disputes or legal impediment.
Name, Designation, Address & E-mail of Compliance Officer:
Shri Humesh Kumar Singhal, Director & Compliance Officer
STEEL STRIPS INFRASTRUCTURES LIMITED
Corporate Office: S C O 49-50, Sector - 26, Madhya Marg, Chandigarh-160019
Telephone No. 0172- 2793112, 2792385
- The transactions with the Companies, where the Directors of the Company were interested, were in the normal course of business and there were no materially significant related party transactions that might have had potential conflict with the interest of the Company at large. The Policy on dealing with Related Party Transactions as approved by the Board is posted on the website of the Company.
- The Company has framed a Whistle Blower Policy, details of which are available on the Company's website.
- Shri R K Garg is also the Chairman of Steel Strips Wheels Ltd., SAB Industries Ltd. Steel Strips Ltd., Managing Director of Indian Acrylics Ltd. and Director of Indlon Chemicals Ltd. The group, headed by Shri R K Garg & Family members, namely Shri R K Garg & Sons (HUF), Smt. Sunena Garg, Ms. Priya Garg and Shri Dheeraj Garg comprises of the following companies:
Indian Acrylics Ltd., SAB Industries Ltd., Steel Strips Wheels Ltd., Steel Strips Ltd., Steel Strips Infrastructures Ltd., Steel Strips Industries Ltd., Indlon Chemicals Ltd., SAB Developers Pvt. Ltd., Malwa Chemtex Udyog Ltd., S.S. Credits Pvt. Ltd., S.J. Mercantile Pvt. Ltd., Indian Acrylics Investments Ltd., Malwa Holdings Pvt. Ltd., Steel Strips Mercantile Pvt. Ltd., Steel Strips Financiers Pvt. Ltd., Steel Strips Holdings Pvt. Ltd., Munak International Pvt. Ltd., Munak Financiers Pvt. Ltd., Munak Investments Pvt. Ltd., S.A.B. Udyog Ltd., Chandigarh Developers Pvt. Ltd. and DHG Marketing Pvt. Ltd.
- There were no penalties, strictures imposed on the Company by Stock Exchange or SEBI or any statutory authority on any matter related to Capital Markets during the last three years.
Pursuant to the requirements of SEBI (Prohibition of Insider Trading) Regulations, as amended, the Company has adopted a "Code of Conduct for Prevention of Insider Trading". Sh. H K Singhal, Director of the Company had been appointed as the Compliance Officer for this purpose. The Code is applicable to all such employees of the Company who are expected to have access to unpublished price sensitive information relating to the Company as well as all Directors.
MEANS OF COMMUNICATION
The quarterly financial results are regularly published in Financial Express/ Business Standard and Punjabi Tribune. All price sensitive information is made available at the earliest under intimation to Stock Exchanges.
GENERAL SHAREHOLDER INFORMATION
Annual General Meeting: To be held on Wednesday the 30th day of September 2015
at 3.00 p.m., at Regd. Office of the Company.
FINANCIAL CALENDER (Tentative)
Results for quarter ending June 2015 -- Second week of Aug., 2015
Results for quarter ending Sept. 2015 -- Second week of Nov., 2015
Results for quarter ending Dec. 2015 -- Second week of Feb., 2016
Results for quarter ending March 2016 -- Last week of May, 2016
Date of Book Closure :
From 23rd September 2015 to 30th September 2015
Dividend Payment Date :
Scrip Code on BSE :
DEMATERIALIZATION OF SHARES AND LIQUIDITY:
The Company's script forms part of the "Compulsory demat segment" for all investors. The Company has established connectivity with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) through the Registrar M/s Link Intime India Pvt. Limited, 44, Community Centre, 2nd Floor, Naraina Industrial Area, Phase I, Near PVR Naraina, New Delhi 110028.
Phone: +911141410592-94, Fax- +911141410591, Email:firstname.lastname@example.org
The Company has also appointed them as Common Agency to look after dematerialization of shares as well as for physical transfer of shares. Members are requested to address all their correspondence with the Registrar at the above address. As on 31st March 2015, 7056030 equity shares, representing 81.64% of equity share capital have been dematerialized and 4046 shareholders are holding shares in dematerialized form. Demat ISIN Number allotted to the Company by NSDL for equity shares is INE205F01016.
CORPORATE IDENTIFICATION NUMBER (CIN):
Village Somalheri/ Lehli, P.O. Dappar, Tehsil Rajpura, Distt. Mohali (PB)-140506.
ADDRESS FOR CORRESPONDENCE:
SCO 49-50, Sector 26, Madhya Marg, Chandigarh - 160 019.
Phone No. 0172-2793112, 2792385, 2790979, Fax No. 01722794834, 2790887
Designated E-Mail address for Investor Services: email@example.com
Website : www.ssilindia.net
For and on behalf of BOARD OF DIRECTORS
H.K.SINGHAL DIRECTOR DIN-00044328
SANJAY GARG EXECUTIVE DIRECTOR DIN-00030956
Date : 30.05.2015