Your Board of Directors (''Board") are pleased to present the 30th Annual Reporttogether with audited accounts of the Company for the financial year ended 31st March2016.
|S No Particulars ||2015-16 ||2014-15 |
|A) Gross Sales ||13197.98 ||12788.49 |
|B) Other Income ||188.37 ||206.02 |
|C) Gross Income (A+B) ||13386.35 ||12994.51 |
|D) Total Expenditures (excl Finance Cost depreciation and amortization) ||11745.06 ||11712.56 |
|E) Earnings before Interest and Depreciation (C-D) ||1641.29 ||1281.95 |
|F) Interest & Financial Charges ||430.35 ||413.52 |
|G) Earnings before Depreciation and amortization (E-F) ||1210.94 ||868.43 |
|H) Depreciation and other w/ off ||420.61 ||381.51 |
|I) Earnings after Depreciation (G-H) ||790.33 ||486.92 |
|J) Add/(Less): Prior Period Adjustment (net) ||0.17 ||(0.20) |
|K) Profit Before Tax (I-J) ||790.50 ||486.72 |
|L) Income tax (net of MAT credit entitlement) ||36.21 ||66.71 |
|M) Deferred Tax Liability/(Assets) ||142.48 ||25.97 |
|N) Profit after tax for the year (K-L-M) ||611.81 ||394.04 |
The Gross Income for the year under review increased by 3.02% to Rs. 13386.35 millionas compared to Rs. 12994.51 million in FY 2014-15. In terms of Number of wheels theCompany has achieved sale of 13.17 million wheels rims against sale of 12.47 million wheelrims during the previous year showing an increase of 5.61 % to previous year. YourCompany expects to see higher growth in the FY 2016-17.
The Earnings Before Interest Depreciation and Tax (EBIDTA) increased to Rs. 1641.29million in FY 2015-16 from Rs. 1281.95 million in 2014-15 registering a growth of 28.03%.
The Depreciation and other amortization have increased to Rs. 420.61 million in FY2015-16 from Rs. 381.51 million in FY 2014-15.
Profit before tax during the year under review has increased to Rs. 790.50 million fromRs. 486.72 million in FY 2014-15 recording a growth of 62.41 % .The Profit afterTax has also increased to Rs. 611.81 million from Rs 394.04 million showing a growth of55.27 %.
TRANSFER TO RESERVES
Your Company proposes to transfer an amount of Rs. 394.04 million to the GeneralReserve out of the amount available for appropriation.
The Board in its meeting held on October 23 2015 declared an interim dividend of Rs1.50 (15%) per equity share of Rs. 10/- each and further the Board in its meeting heldon April 28 2016 has also recommended a fnal dividend of Rs. 1.50 per equity share forthe fnancial year ended March 312016 taking the total dividend to Rs. 3.00 per EquityShare (last year 2.00 per Equity Share). The proposal is subject to the approval ofshareholders at the ensuing Annual General Meeting to be held on September 30 2016. Thetotal cash outflow on account of dividend (including interim dividend and proposed fnaldividend) for the Current year will amount to Rs. 55.59 million (including DividendDistribution Tax of Rs. 9.40 million) as against Rs. 35.70 million (including DividendDistribution Tax of Rs. 5.18 millions) in the previous year which represents 9.08% of theProfit After Tax earned during the year.
During the year the unclaimed dividend for the Financial Year 2007-08 was transferredto the Investor Education & Protection Fund.
There were no changes in the Equity Share Capital of the Company during the year underreview.
However on 10th June 2016 your Company has allotted 209525 equity shares of Rs. 10/-each at a price of Rs. 640/- per equity share i.e. at a premium of Rs. 630/- per equityshare on preferential allotment basis through private placement to Kalink Co. Ltd. a nonpromoter foreign body corporate.
Your Company has also allotted 53375 equity shares of Rs. 10/- each on 2nd July 2016and 11450 equity shares of Rs. 10/- each on 26th August 2016 upon exercise of options bythe employees of the Company to whom options were granted under "Steel Strips WheelsLimited- Employee Stock Option Scheme 2014" ("ESOS 2014") at an exerciseprice of Rs. 100/- each.
Consequent to the allotment of above stated shares the issued and paid up EquityShare Capital of the Company increased from Rs. 152591700 (divided into 15259170 EquityShares of Rs. 10/- each) to Rs. 155335200 (divided into 15533520 Equity Shares of Rs. 10/-each) as on the date of this report.
During the year under review the Company has not issued shares with differentialvoting rights and sweat equity shares.
EMPLOYEE STOCK OPTION SCHEME
Your Company had introduced Employee Stock Option Scheme framed in accordance withSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014titled "Steel Strips Wheels Limited-Employee Stock Option Scheme 2014"("ESOS 2014") during the financial year 2014-15 which was approved by the Boardof Directors of the Company and subsequently by Shareholders of the Company in their ExtraOrdinary General Meeting (EGM) held on 27th February 2015.
In terms of the said scheme the Company had granted 150000 Stock Options in financialyear 2014-15 exercisable into equivalent number of equity shares of Rs. 10/- each to theemployees of the Company having designation of Manager and above. For the purpose of thesaid scheme "Manager" means Assistant Manager Deputy Manager and Manager.
Out of the aforestated 150000 options the Company has already allotted 64825 equityshares of Rs. 10/- each at an exercise price of Rs. 100/- per equity share to theemployees who have exercised their options to convert the same into Equity Shares. 50000options were forfeited as certain employees to whom these options were granted have leftthe Company. The balance outstanding 35175 options are yet to be exercised by the optionholders.
The applicable details/disclosures as stipulated under SEBI (Share Based EmployeeBenefits) Regulations 2014 and SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16thJune 2015 with regard to "ESOS2014" have been uploaded on the website of theCompany under the web-link: http://www.sswlindia.com/pages/disclosureregardingesos.htm.
The said Scheme is being implemented directly by the Company and not through the Trust.
There is no change in the aforesaid "ESOS 2014" and the Scheme is incompliance with the SEBI (Share Based Employee Benefits) Regulations 2014.
The Company has received a certificate from the Auditors of the Company that the Schemei.e. "ESOS 2014" have been implemented in accordance with the Securities andExchange Board of India (Share Based Employee Benefits) Regulations 2014 and inaccordance with the resolution passed by the members in their EGM held on 27th February2015. The certificate would be placed at the Annual General Meeting for inspection bymembers.
Your Company has also proposed to introduce and implement a new Employee Stock OptionScheme titled as " Steel Strips Wheels Limited- Employee Stock Option Scheme2016" ("ESOS 2016" or "the Scheme") to authorise Board ofDirectors of your Company to create offer issue and grant in one or more tranches upto 100000 (One Lac Only) options to such persons present and future who are inpermanent employment of the Company whether working in India or outside India and toDirectors of the Company whether a Whole Time Director or not (excluding IndependentDirectors of the Company and an employee who is a Promoter or a person belonging to thePromoter group or a Director who either himself or through his relative or through anybody corporate directly or indirectly holds more than ten per cent of the outstandingequity shares of the Company). The said proposal is subject to the approval ofshareholders in the ensuing Annual General Meeting to be held on 30th September 2016.
NATURE OF BUSINESS AND MANUFACTURING CAPACITY
During the year there has been no change in the nature of business of your Company.The updates regarding manufacturing capacity of the existing as well as new projectsundertaken by the Company are detailed as follows:
During the year under review the manufacturing capacity of Jamshedpur plant of theCompany has enhanced from 1.00 million wheel rims to 1.60 million wheel rims p.a. The saidadditional capacity of 0.60 million has commenced its Commercial Production w.e.f 1stOctober 2015.
Now the total installed capacity of the Company comprising of Jamshedpur Dappar andChennai Plant has increased from 16.00 million to 16.60 million wheel rims p.a.
During the year under review the Company had also put up a high-tech Steel ProcessingUnit named "Ute Mayr Steel Service Centre" at Dappar unit (Punjab) of theCompany for Steel Pickling Slitting and Cut to Length with a monthly processing capacityof 20000 Ton Steel.
Apart from captive consumption the Company will be undertaking steel processing ofreputed Steel manufacturers like Tata Steel Limited jSw and Essar Steel etc.
The said Steel Processing Unit has commenced its commercial production w.e.f. 31stMarch 2016.
Your Company is also setting up a most modern Alloy Wheel Rim manufacturing facilitywith latest Technology at Mehsana Gujarat with an initial capacity of 1.50 million alloywheel rims p.a with Paint shop facility of 2.50 million alloy wheel rims p.a. in firstphase. The manufacturing capacity of 1.50 millions alloy wheels per annum will increase to2.50 million alloy wheel rims in second phase. For the said purpose the Company hasalready purchased land and entered into a Technical Collaboration Agreement with KalinkCo. Ltd a South Korea based Foreign Body Corporate. Kalink Co. Ltd is engaged inmanufacture of Alloy Wheels for automobiles since the year 2000. It is a renowned expertin the Alloy Wheel manufacturing technology and is having well established Alloy Wheelmanufacturing facility in Korea and China and presently its customers are mainly locatedin U.S.A. Europe and Japan.
The trial production in the said facility is expected to start by February 2017.
The said facility is located 18 km away from Becharaji (Distt. Mehsana Gujarat) whereMaruti Suzuki India Limited has put up a car manufacturing facility and about 32 km awayfrom Honda Motor Scooter India Ltd's manufacturing facility and 60 km away from TataMotor's and Ford's manufacturing facility. The said facility is 320 km away from the Adaniport Pipavav port and Kandla port.
Your Company is under discussion with Hyundai Motor India Limited Mahindra &MahindraSuzuki and Volkswagon for developing Alloy Wheel Rims for them.
The total cost for setting up this plant (frst phase) is approximately Rs.350 crore.The said cost will be funded through internal accruals/equity and partly by term loans.
Your Company is also setting up an additional manufacturing facility for themanufacture of Steel Wheel Rims for HCV and LCV segment on the land available at theexisting manufacturing unit of the Company at Oragadam Chennai with an initial capacityof one million Wheel Rims. Approx. 9 Acre land is available at the existing Chennai unitof the Company for setting up this manufacturing facility. Major portion (i.e around 50000wheel rims p.m) of the output of this proposed manufacturing facility will be used for thesupply to Bharat Benz at Chennai. As the Chennai unit of the Company is located near tosea port there is huge potential for Export of Tubeless type Steel Wheel Rims to Europeand South America. The proposed facility will be equipped with modern technology and willmeet the international quality standards.
Total investment for setting up the said manufacturing facility will be Rs.165 croreand is expected to commence its commercial production by March 2017. The said cost willbe funded through internal accruals/equity and partly by term loans.
The Company is frmly committed to the principles of Good Corporate Governance andbelieves that statutory compliances and transparency are necessary to enhance theshareholder value. A separate section on Corporate Governance forming part of the Board'sReport and a Certifcate from the Company's Statutory Auditors confrming compliance withthe conditions of Corporate Governance as stipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are included in the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis report for the year under review as stipulatedunder SEBI (LODR) Regulations 2015 is presented in a separate section forming part ofthe Annual Report.
HEALTH SAFETY AND ENVIRONMENT PROTECTION
Your Company has complied with all the applicable Health & Safety StandardsEnvironment Laws and Labour Laws and has been taking all necessary measures to protect theenvironment and provide workers a safe work environment. The Company is committed forcontinual improvement in Health & Safety as well as Environmental performance byinvolving all the employees.
HUMAN RESOURCES DEVELOPMENT
Your Company has continuously adopted structures that help in attracting best externaltalent and promote internal talent to take higher roles and responsibilities. YourCompany's people centric focus is providing an open work environment fostering continuousimprovement and development among the employees of the Company. Your Company provides aholistic environment where employees get opportunities to realize their potential.Company's performance driven culture helps and motivates employees to excel in theirrespective areas and progress within the organization.
DISCLOSURE AS PER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the Rules framed there under.
An Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
During the financial year 2015-16 the Company has not received any complaint on sexualharassment.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board consists of optimum number of Executive and Non- Executive Directorsincluding Independent Directors who have wide and varied experience in the feld ofbusiness fnance education industry commerce and administration. Independent Directorsprovide their Declarations confrming that they meet the criteria of independence asprescribed under Companies Act 2013 and Listing Regulations.
Pursuant to provisions of Section 152 of the Companies Act 2013 Sh. Dheeraj GargManaging Director and Sh. Andra Veetil Unnikrishnan Deputy Managing Director of theCompany will retire by rotation at the ensuing Annual General Meeting and being eligiblehave offered themselves for re-appointment. The Board recommends their re- appointment foryour approval.
Pursuant to the Members' approval at the 28th Annual General Meeting held on September30 2014 Sh. Madan Mohan Chopra Sh. Sukhbir Singh Grewal Sh. Sudhanshu Shekhar Jha andSh. Surinder Kumar Bansal were appointed as Non Executive- Independent Directors of theCompany with effect from 30.09.2014 to 30.09.2016. Special Resolutions seeking members'approval for re-appointing them as Independent Director(s) for the second term of 3 yearsfrom expiry of their current terms i.e from 01.10.2016 to 30.09.2019 forms part of theNotice of the ensuing Annual General Meeting. Your Company has received notices in writingalong with requisite amount pursuant to Section 160 of Companies Act 2013 proposingtheir appointment for the second term and based on the recommendation of Nomination andRemuneration Committee and performance evaluation and contributions made by Sh. MadanMohan Chopra Sh. Sukhbir Singh Grewal Sh. Sudhanshu Shekhar Jha and Sh. Surinder KumarBansal your Board recommends their appointment for the second term of 3 years upon expiryof their current term w.e.f. 01.10.2016 to 30.09.2019.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company are Sh. Dheeraj Garg Managing Director Sh. Andra Veetil Unnikrishnan DeputyManaging Director Sh. Manohar Lal Jain Executive Director Sh. Naveen Sorot ChiefFinancial Officer and Sh. Shaman Jindal Company Secretary. There has been no change inthe key managerial personnel during the year.
DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINT VENTURESOR ASSOCIATE COMPANIES DURING THE YEAR
The Company is not having any Subsidiary Company Joint Venture Company or AssociateCompany.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from public during the financial year 2015-16and as such no amount on account of principal or interest on deposit from public wasoutstanding as on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE
There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and Company's operations in future.
INTERNAL FINANCIAL CONTROL
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information(s).
INTERNAL CONTROL SYSTEMS
Your Company has adequate internal control procedures commensurate with its size andnature of business. These internal policies ensure efficient use and protection of theassets and resources compliances with policies and statutes and ensure reliability aswell as promptness of financial and operational reports.
To enhance effective internal control system the Company has laid down followingmeasures:
- The Company's Books of accounts are maintained in SAP and transactions are executedthrough SAP (ERP) setups to ensure correctness/effectiveness of all transactions integrityand reliable reporting.
- The Company has in place a well-defined Whistle Blower Policy/Vigil Mechanism.
- Compliance of secretarial functions is ensured by way of secretarial audit.
- Internal Audit is being done for providing assistance in improvising financialcontrol framework.
- The Company has adequate risk management policy.
AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD
The details pertaining to composition of Audit Committee and other committees of theBoard are included in the Corporate Governance Report which forms part of this report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In compliance with the requirements under Section 177(9) & (10) of the CompaniesAct 2013 and in accordance with regulation 22 of SEBI (LODR) Regulations 2015 theCompany has adopted a vigil mechanism named "Whistle Blower Policy" forDirectors and Employees to report their genuine concerns and to provide for adequatesafeguards against victimization of director(s) or employee(s) or any other person whoavail the mechanism and also provide for direct access to the chairperson of the auditcommittee in appropriate or exceptional cases. The details of Whistle Blower Policy isexplained in the Corporate Governance Report and also posted on the website of theCompany.
(Website link: http://www.sswlindia.com/pages/whistleblower.htm)
During the year no person was denied access to the Audit Committee
NUMBER OF MEETINGS OF THE BOARD
During the year four Board Meetings were convened and held details of which are givenin the Corporate Governance Report that forms part of this Annual Report. The Interveninggap between the Meetings was within the period prescribed under the Companies Act 2013i.e interval between two Meetings did not exceed 120 days.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134 (5) of the Companies Act 2013 (hereinafterreferred as "Act") and based on the representations information andexplanations received from the management your directors hereby confirm that:
- in the preparation of the annual accounts for the financial year 2015-16 theapplicable accounting standards have been followed and there are no material departures;
- they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the fnancial year and of theProfit of the Company for the fnancial year;
- they have taken proper and suffcient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
- they have prepared the annual accounts on a going concern basis;
- they have laid down internal fnancial controls to be followed by the Company and thatsuch internal fnancial controls are adequate and operating properly; and
- they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of the Company have submitted their declaration that theymeet the criteria of Independence as provided in Sub Section (6) of Section 149 of theCompanies Act 2013. Further there has been no change in the circumstances which mayaffect their status as Independent Director during the year.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifcations positive attributes independence of a director and othermatters provided under Section 178(3) of the Companies Act 2013 are covered underCorporate Governance Report which forms part of this Report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO CENTRAL GOVERNMENT
The Statutory Auditors and/or Secretarial Auditors of the Company have not reported anyoffence involving fraud which is being or has been committed against the Company byoffcers or employees to the Audit Committee or to the Board of Directors or to the CentralGovernment under section 143(12) of the Companies Act 2013 and Rules framed thereunder.
STATUTORY AUDITORS' AND THEIR REPORT
Auditors' Report is self explanatory and does not contain any qualifcationreservations or adverse remarks or disclaimers in their report for the fnancial year endedMarch 312016 and therefore needs no comments.
M/s S. C. Dewan & Co. was appointed as Statutory Auditor of the Company by theShareholders in their 28th Annual General Meeting held on 30th September 2014 till theconclusion of the 31st Annual General Meeting of the Company to be held in the year 2017(subject to the ratifcation of their appointment at every AGM).
Your Directors request the members to ratify the appointment of M/s S.C. Dewan &Co as Statutory Auditors of the Company from the conclusion of this Annual GeneralMeeting till the conclusion of next Annual General Meeting to be held in the year 2017.
The Company has received a certifcate from the Auditors to the effect that ratifcationof their re-appointment if made would be in accordance with the provisions of Section141 of the Companies Act 2013 and relevant Rules prescribed there under. The auditorshave also confrmed that they hold a valid certifcate issued by the Peer Review Board ofthe Institute of Chartered Accountants of India.
SECRETARIAL AUDITORS' AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Sushil K. Sikka a practicing Company Secretary (Membership No. 4241 and CPNo. 3582) proprietor of S.K. Sikka & Associates to undertake the Secretarial Auditof the Company and the Secretarial Audit Report is being attached with the DirectorsReport as an Annexure which is self explanatory and does not contain any qualifcationreservations or adverse remarks or disclaimers hence needs no comments.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
There have been no loans guarantees and investments made by the Company under Section186 of the Companies Act 2013 and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 during the fnancial year 2015-16.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the fnancialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Accordinglydisclosure in form AOC-2 is not required.
All Related Party Transactions were placed before the Audit Committee for their priorapproval in accordance with the requirements of the applicable provisions of Companies Actand Listing Regulations. The transactions entered into pursuant to such approval areplaced periodically before the Audit Committee.
There are no materially significant Related Party Transactions made by the Company withPromoters Directors and Key Managerial Personnel which may have a potential conflict withthe interest of the Company at large.
The policy on materiality of Related Party Transactions and dealing with related partytransactions as approved by the Board is uploaded on the Company's Website.http://www.sswlindia.com/pages/relatedpartytransaction.htm.
Disclosure as required under AS 18 has been made in Note 27 of the Notes to thefinancial statements.
None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany.
MATERIAL CHANGES AND COMMITMENTEFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR 2015-16 AND THE DATE OF THIS REPORT
No material changes and commitment effecting the financial position of the Companyhas occurred between the end of the financial year 2015-16 of the Company and the date ofthis report except the following:-
On 10th June 2016 the Company has allotted 209525 Equity Shares of Rs. 10/- each at aprice of Rs. 640/- per Equity Share on preferential allotment basis through privateplacement to Kalink Co. Ltd a non promoter Foreign Body Corporate.
Your Company has also allotted 53375 equity shares of Rs. 10/- each on 2nd July 2016and 11450 equity shares of Rs. 10/- each on 26th August 2016 upon exercise of options bythe employees of the Company to whom options were granted under "Steel Strips WheelsLimited-Employee Stock Option Scheme 2014" ("eSoS 2014") at anexercise price of Rs. 100/- each.
Consequent to the allotment of above stated shares the issued and paid up EquityShare Capital of the Company increased from Rs. 152591700 (divided into 15259170 EquityShares of Rs. 10/- each) to Rs.155335200 (divided into15533520 equity shares of Rs. 10/-each) as on the date of this report.
THE CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
A Statement giving details of conservation of energy/technology absorption and foreignexchange earnings and outgo in terms of Section 134 (3) (m) of the Companies Act 2013read with Rule 8 (3) of the Companies (Accounts) Rules 2014 forms part of this report andis annexed herewith as Annexure-A.
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Regulation 21 of SEBI (LODR) Regulations 2015 yourCompany has constituted a Risk Management Committee to frame implement and monitor therisk management plan for the Company. The committee is responsible for reviewing the riskmanagement plan and ensuring its effectiveness.
The Details of the Committee and its terms of reference are set up in the CorporateGovernance Report forming part of this Report.
Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis.
The development and implementation of risk management policy including identificationof element of business risk and its mitigation plans has been covered in the ManagementDiscussion and Analysis which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
In compliance to Section 135 and in consonance with Schedule VII of the Companies Act2013 the Company has constituted a Corporate Social Responsibility Committee and alsoframed a Corporate Social Responsibility Policy and the same is posted on the website ofthe Company at http://www.sswlindia.com/pages/csr-policy.htm
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure B of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014.
Pursuant to applicable provisions of the Companies Act 2013 and the ListingRegulations and in consultation with Nomination and Remuneration Committee performanceevaluation of the Board its Committees and individual Directors was conducted and thesame was based on feedback from all the Directors on the Board as a whole and Committees.
Directors who were designated held separate discussions with each of the Directors ofthe Company and obtained their feedback on overall Board effectiveness as well as each ofthe other Directors.
Based on the feedback the performance of every director was evaluated in the meetingof the Nomination and Remuneration Committee (NRC).
A separate meeting of the Independent Directors ("Annual ID meeting") wasconvened which reviewed the performance of the Board (as a whole) the non-IndependentDirectors and the Chairman and the quality quantity and timeliness of flow of informationbetween the Company Management and the Board that is necessary for the Board toeffectively and reasonably perform their duties. Post the Annual Independent Directorsmeeting the collective feedback of each of the Independent Directors was discussed by theChairman of the Nomination and Remuneration Committee with the Board's Chairman coveringperformance of the Board as a whole; performance of the non-Independent Directors andperformance of the Board's Chairman.
Some of the key criteria for performance evaluation are as follows
Performance evaluation of Directors:
- Attendance and participation at Board or Committee Meetings
- Contribution and initiatives taken at Board or Committee Meetings
- Adherence to Code of Conduct of the Company
- Safeguarding of the confidential information and of Interest of Whistle Blowers underVigil Mechanism
- Compliance with policies and disclosure of interest
- Rendering of independent and unbiased opinion
- Guidance/support to management outside Board/Committee Meetings
Performance evaluation of Board and Committees:
- Effectiveness of Board processes information and functioning
- Degree of fulfilment of key responsibilities
- Effectiveness of control system in identifying material risks and reporting ofmaterial violations of policies and law
- Board Structure and composition
- Establishment and delineation of responsibilities to committees
- Frequency of Meetings
- Adherence to law
- Board culture and dynamics
- Quality of relationship between Board and Management
- Efficacy of communication with external stakeholders.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization programme of the IndependentDirectors as detailed in the Corporate Governance Report which forms part of this Report.
EXTRACT OF THE ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theAnnual Return as provided under Sub-Section (3) of Section 92 of the Companies Act 2013is enclosed as Annexure C in the prescribed form MGT-9 and forms part of thisReport.
PARTICULARS OF REMUNERATION OF DIRECTORS/KMP'S/EMPLOYEES
The information required under Section 197 (12) of the Companies Act 2013 read withRule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure D to this Report. The statement containingparticulars of employees as required under section 197(12) of the Act read with Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isprovided in a separate annexure forming part of this report. Further the report and theaccounts are being sent to the members excluding the aforesaid annexure. In terms ofSection 136 of the Act the said annexure is open for inspection at the Registered Officeof the Company. Any shareholder interested in obtaining a copy of same may write to theCompany Secretary.
All properties and insurable interests of your Company including building and plant& machinery are adequately insured.
INDUSTRIAL RELATIONS WITH THE PERSONNEL OF THE COMPANY
The Company has continued to maintain cordial and harmonious relations with itsemployees at all levels. As a result of it the Company is thriving to achieve growth andgreater heights in the times to come.
Your Directors wish to place on record their appreciation for the continuedco-operation the Company received from various departments of the Central and StateGovernment Bankers Financial Institutions Dealers and Suppliers. The Board also wishesto place on record its gratitude to the valued customers members and investing public fortheir continued support and confidence reposed in the Company. It also acknowledges andappreciates the commitment dedication and contribution of the Employees towards growth ofthe Company in all fields.
| ||For and on behalf of the Board |
|Date: 26/08/2016 ||Rajender Kumar Garg |
|Place: Chandigarh ||Chairman |
| ||(DIN: 00034827) |