Your directors are pleased to present the 34th annual report together with auditedfinancial statements of the company for the financial year ended march 31 2020.
(rs. In millions)
|S. No. Particulars ||2019-20 ||2018-19 |
|A) Revenue from operations ||15633.45 ||20411.88 |
|B) Other income ||221.10 ||174.62 |
|C) Total income (a+b) ||15854.55 ||20586.50 |
|D) Total expenditures (excl finance cost depreciation and amortization) ||13921.51 ||17952.98 |
|E) Profit before interest depreciation and amortization ||1933.04 ||2633.52 |
|F) Interest & financial charges ||886.65 ||925.44 |
|G) Depreciation and amortization ||719.38 ||619.23 |
|H) Profit before tax and exceptional item ||327.01 ||1088.85 |
|I) Exceptional item ||0.003 ||0.002 |
|J) Profit before tax ||327.01 ||1088.84 |
|K) Tax expense || || |
|Current tax ||0.00 ||57.18 |
|Deferred tax ||114.27 ||196.71 |
|Prior year tax adjustments ||(21.76) ||11.39 |
|L) Profit after tax ||234.50 ||823.56 |
|M) Other comprehensive income (net of tax) ||(3.64) ||(2.17) |
|N) Total comprehensive income for the period (l+m) ||230.86 ||821.39 |
Fin ancial performa nce
The financial year 2019-20 was a challenging year for the global economy as growth inglobal economic expansion and trade decelerated in the year gone by. The momentum inglobal manufacturing weakened with geopolitical trade tensions and tariff hikes betweenthe united states and china and the subsequent impact on other trading partners whichconsequently affected international trade.
Domestic economic activity also slowed down through the year. Where the first half ofthe year was marked by volatility weakening demand caused by trade tensions tighterfinancial conditions across the emerging markets and deceleration in nbfc lending whichled to a weakened economic activity. The weakening of demand was further affected by theoutbreak of covid-19 in early 2020 causing nationwide lockdown imposed by the governmentfrom 25th march 2020 to curtail the spread of covid-19. Consequently it had furtherimpacted the business and operations towards the year end.
However amidst this scenario the total income for the year under review of yourcompany de-grew by 22.99% to rs. 15854.55 million as compared to rs. 20586.50million in fy 2018-19. In terms of number of wheels the company has achieved sale of13.75 million wheel rims during fy 2019-20 against sale of 15.71 million wheel rims duringthe fy 2018-19 showing a drop of 12.48%.
The earnings before interest depreciation and tax (ebidta) reduced to rs.1933.04million in fy 2019-20 from rs.2633.52 million in fy 2018-19 registering a de-growth of26.60%.
The depreciation and other amortization have increased to rs. 719.38 million in fy2019-20 from rs. 619.23 million in fy 2018-19.
Profit before tax during the year under review has shrinked to rs. 327.01 million fromrs. 1088.84 million in fy 2018-19 recording a de-growth of 69.97%. The profit after tax(before other comprehensive income) have also shrinked to rs.234.50 million fromrs. 823.56 million showing a de-growth of 71.53%.
In the last months of the financial year 2019-20 the covid-19 started spreadingworldwide and was declared to be a pandemic by the world health organization (who) in themarch 2020. Consequently the indian government also announced immediate lockdown in thewhole nation which started from 25.03.2020 till 03.05.2020 due to which the plants and theoffices had to be shutdown. The lockdown and pandemic did surely have an impact on thebusiness of your company.
Gradually the process of re-opening the plants and offices stared from the month ofmay 2020 in a phased manner keeping in mind the safety of the employees.
Transfer to reserves
Your company proposes to transfer an amount of rs. 823.56 million to the generalreserve out of the amount available for appropriation.
During the previous financial year 2018-19 the board of directors had recommended afinal dividend of rs. 4.00 (40%) per equity share of rs. 10/- each. However in thecurrent financial year 2019-20 the board has decided not to declare dividend ratherinvest the earnings for future growth of your company. Share capital
During the year under review the company has not allotted any equity shares. Thus thetotal issued share capital at the end of the year remains same i.e. Rs. 155897200/-(divided into 15589720 equity shares of rs. 10/- each).
Forfeiture of convertible warrants
During the previous financial year 2018-19 pursuant to the approval of theshareholders in their extraordinary general meeting held on 12.05.2018 the board ofdirectors of the company in their meeting held on 26.05.2018 had allotted 750000convertible warrants on preferential basis to smt. Sunena garg ("warrantholder") belonging to promoter category of the company at a price of rs. 1162/-each ("warrants issue price") aggregating to rs. 871500000/- ("warrantsubscription amount") with a right to warrant holder to apply for and get allottedone equity share of face value of rs. 10/- each at a premium of rs. 1152/- each for eachwarrant within a period of 18 (eighteen) months from the date of allotment of warrantsi.e upto 25.11.2019. The company had received rs. 217875000/- being the 25% of thewarrant subscription amount in terms of regulation 77 of the sebi (issue of capital anddisclosure requirements) regulations 2009. Since the company did not receive the balancesubscription amount of rs. 653625000/- from the warrant holder smt. Sunena gargbefore the due date consequently the upfront warrant subscription amount of rs.217875000/- paid by the warrant holder in terms of aforesaid sebi regulations standsforfeited. Hence the said 750000 warrants stands cancelled.
Employee stock option scheme
During the year under review there was one on-going employee stock option scheme i.e."steel strips wheels limited employee stock option scheme 2016"("esos 2016"). No new options under the said scheme were granted during the yearunder review.
Further there is no material change in the continuing esos 2016 scheme of the companyand the scheme is in compliance with securities and exchange board of india (share basedemployee benefits) regulations 2014 ("sbeb regulations"). The applicabledetails/disclosures as stipulated under sbeb regulations and sebi circular no.Cir/cfd/policy cell/2/2015 dated 16th june 2015 with regard to "esos 2016"pertaining to financial year 2019-20 have been uploaded on the website of the companyunder the web-link:http://www.sswlindia. Com/pages/disclosureregardingesos.htm
The company has received a certificate from the auditors of the company that the scheme"esos 2016" has been implemented in accordance with the securities and exchangeboard of india (share based employee benefits) regulations 2014 and in accordance withthe resolution passed by the members in agm held on 30.09.2016 respectively. Thecertificate would be placed at the annual general
Meeting for inspection by members.
Nature of business
During the financial year 2019-20 there has been no change in the nature of businessof the company.
The company is firmly 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 and a certificate from thecompany's statutory auditors confirming compliance with the conditions of corporategovernance as stipulated under sebi (listing obligations and Disclosure requirements)regulations 2015 ("listing regulations") is included and forms an integralpart of this annual report.
Management discussion and analysis
Management discussion and analysis report for the year under review as stipulatedunder sebi listing regulations is presented in a separate section forming part of thisreport.
Health safety and environment protection
The 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.
Significant emphasis was also laid towards raising awareness on health and wellness ofemployees through medical check-ups and health awareness activities.
Employees have been encouraged to practice safety in all their activities in and out ofcompany premises. Continuous safety training is conducted at all levels and specialemphasis is given to implementation of safety work standards.
Further due to the ongoing pandemic covid-19 several measures for the safety of theemployees like sanitization of the office premises factory premises body temperaturechecks social distancing etc. Have been undertaken by your company. In order to ensurethe smooth working of the company during the lockdown period and also to ensure the safetyof its employees the company has given the facility to work from home.
Human resources development
The company has continuously adopted structures that help in attracting best externaltalent and promote internal talent to take higher roles and responsibilities. Thecompany's people centric focus is providing an open work environment fostering continuousimprovement and development among the employees of the company. The 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. The company has a structuredappraisal system based on key result areas (kras) for employees belonging to manager andabove category.
Disclosure as per sexual harassment 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.
The company has complied with provisions relating to the constitution of internalcomplaints committee under the sexual harassment of women at workplace (preventionprohibition and redressal) act 2013.
During the financial year 2019-20 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 field ofbusiness finance education industry commerce and administration. Independentdeclarations confirming that they meet the criteria of independence as prescribed underthe act and sebi listing regulations.
Retirement by rotation
Pursuant to the provisions of section 152 of the act and rules framed there under(including any amendment thereof) sh. Manohar lal jain Executive director of the companywill retire by rotation at the ensuing agm and being eligiblehas offered himself forre-appointment. The Board recommends his re-appointment for your approval.
Appointment/cessation/re-appointment of directors appointment
Pursuant to the provisions of the companies act 2013 sebi listing regulations andupon recommendation of nomination and remuneration committee the board of directors ofthe company approved the appointment of sh. Virander kumar arya as an additional director(non-Executive and independent director) of the company to hold office w.e.f 27.05.2019till the conclusion of the 33rd agm of the company.
Further the nomination and remuneration committee of the board of directors of thecompany in its meeting held on 23.08.2019 had recommended to the board of directors toregularize the appointment of sh. Virander kumar arya as a non-executive independentDirector of the company to hold office for a period commencing from 27.05.2019 to30.09.2023 not liable to retire by rotation subject to the approval of members of thecompany in the 33rd agm. Subsequently the said appointment was approved by theshareholders in 33rd agm of the company held on 30.09.2019.
In addition to the above the board of directors of the company pursuant to therequirements of the act and sebi listing regulations and upon recommendation of nominationand remuneration committee had approved the appointment of sh. Ajit singh chatha sh.Surinder Singh virdi and sh. Shashi bhushan gupta as non-executive independent directorsof the company for a period of five years w.e.f 01.10.2019 subject to the approval ofmembers of the company in the 33rd agm of the company. Subsequently the said appointmentwas approved by the shareholders in their agm of the company held on 30.09.2019.
Pursuant to the provisions of the companies act 2013 sebi listing regulations andupon recommendation of nomination and remuneration committee the board of directors ofthe company in their meeting held on 31.07.2020 approved the appointment of smt. Devabharathi
Reddy as an additional director (non-executive and independent woman director) of thecompany to hold office w.e.f 01.08.2020 till the conclusion of the next agm to be held inthe year 2020. Further on the recommendation of the nomination & remunerationcommittee the board of directors have proposed regularization of her appointment as anindependent woman director of the company for a period commencing from 01.08.2020 to30.09.2024 for approval by the members at the ensuing agm.
The company has received the requisite notice from a member in writing proposing herappointment as a non-executive independent director on the board of the company. Yourcompany propose her appointment as non-executive independent director on the board of thecompany for a period commencing from 01.08.2020 to 30.09.2024 her period of office shallnot be liable to determination by retirement of Directors by rotation.
Further pursuant to the provisions of the companies act 2013 sebi listingregulations and upon recommendation of nomination and Remuneration committee the board ofdirectors of the company at its meeting held on 24.08.2020 has appointed sh. Sanjay garg(din: 00030956) as an additional director (non-executive non-independent director) of thecompany w.e.f 24.08.2020 to hold office up to the date of the 34th agm of the companyscheduled to be held on 30.09.2020 and recommended to the members for regularization atthe said agm as director (non-executive non-independent director) of the company liableto retire by rotation.
The company has received the requisite notice from a member in writing proposing hisappointment as a non-executive non-independent director on the board of the company. Yourcompany propose his appointment as non-executive non-independent director on the board ofthe company w.e.f 24.08.2020 his period of office shall be liable to determination byretirement of directors by rotation.
During the financial year 2019-20 no director resigned from the company.
However ms. Jaspreet takhar non-executive independent woman director of the companyhas resigned from the post of director of the Company w.e.f 29.05.2020 due to unavoidablepersonal reasons.she has also confirmed in her resignation letter submitted to the boardof Directors of the company that there were no other material reasons for her resignationother than as cited therein.
Re-appointment of whole time directors
Pursuant to the recommendation of the nomination and remuneration committee the boardat its meeting held on 29.05.2020 approved the re-appointment of sh. Dheeraj garg asmanaging director of the company and re-appointment of sh. Manohar lal jain executivedirector of the company liable to retire by rotation for a period of three years w.e.f.01.06.2020 and 01.07.2020 respectively. The said re-appointment is subject toapproval of shareholders in the agm scheduled to be held on 30.09.2020.
Completion of tenure of independent directors
As mentioned in the previous annual report (fy 2018-19) sh. Madan mohan chopra sh.Surinder kumar bansal and sh. Sudhanshu Shekhar jha had ceased to hold office asnon-executive independent directors of the company w.e.f. 01.10.2019 upon completion oftheir tenure as approved by the shareholders/members of the company at the 30thagm of the company.
Sh. Madan mohan chopra was associated with company since the year 1994. He has enrichedthe board with his immense experience and has guided the company to streamline proceduresensure better coordination and faster decision making. He has been the member of auditcommittee employee compensation committee and nomination and remuneration committee ofthe board.
Sh. Surinder kumar bansal was associated with the company since the year 2005. Hepossessed more than 40 years of experience in the areas of corporate finance audit etc.Over the years he occupied several advisory positions. With such vast experience in thefield of finance audit etc. he has played a pivotal role in steering the company towardsgrowth over a passage of time of his association with the company. He has been thechairman of the audit committee employee compensation committee nomination andremuneration committee stakeholders relationship committee share transfer committee andrisk management committee of the board. Also he has been a member of the allotmentcommittee of the board.
Sh. Sudhanshu shekhar jha was associated with the company since the year 2005. He hasplayed an important role in guiding the company towards incorporating and adopting goodcorporate practice. He has been the chairman of the corporate social responsibilitycommittee member of audit committee employee compensation committee nomination andremuneration committee stakeholders relationship committee share transfer committee andallotment committee of the board.
The company has been immensely benefitted by their independent views and judgements inthe board deliberations. Their association with the company was beneficial and in the bestinterest of the company.the board placed on record its deep appreciation of the valuableservices rendered by sh. Madan mohan chopra sh. Surinder kumar bansal and sh. Sudhanshushekhar jha during their tenure as directors of the company.
The notice of the ensuing 34th agm includes the proposal for appointment/re-appointment/ continuation of appointment of directors and justification thereof theirbrief resume the nature of expertise names of companies in which they holddirectorships committee Memberships/ chairmanships their shareholding in the companyetc.
Key managerial personnel
Pursuant to the provisions of section 203 of the act the key managerial personnel(kmp)of the company are sh. Dheeraj garg managing director sh. Andra veetil unnikrishnandeputy managing director sh. Manohar lal jain executive director sh. Shaman jindalcompany secretary and sh. Ayush thareja cfo of the company.
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 within the meaning of section 73and 74 of the companies act 2013 and rules framed thereunder (including any amendmentsthereof) during the financial year 2019-20 and as such no amount on account of principalor interest on deposit from public was outstanding 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 were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
The details pertaining to credit ratings obtained by the company during the financialyear is included in the corporate governance report which forms part of this report.
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 the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information(s).
Internal control systems
The 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 internalcontrol system the company has laid down following measures:
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.adherence to accounting policies. the company has in place awell-defined whistle blower policy/vigil mechanism. compliance of secretarial functions isensured by way of secretarial audit. internal audit is being done for providing assistancein improvising financial control framework.the company has adequate risk managementpolicy.code of conduct and other policies. physical verification of inventory/stock (stockaudit).
Maintenance of cost records and audit
The company was required to maintain cost records as specified by the centralgovernment under sub-section (1) of section 148 of the act and rules made there underonly for its hrm division (i.e. Hot rolling mills) which came into operation during thefinancial and accordingly the applicable cost records have been maintained for the saiddivision. The board had appointed m/s aggarwal vimal & Associates cost accountantshaving firm registration no: 000350 as cost auditors to conduct the audit of the costrecords relating to hrm division of the company for the financial year ending 31.03.2020.
The cost auditor shall forward the cost audit report for the financial year 2019-20 byseptember 30 2020. The report will be filed with ministry of corporate affairs within 30days of date of submission cost audit report to The board of directors on therecommendation of the audit committee has appointed m/s aggarwal vimal & associatescost accountants having firm registration no: 000350 as cost auditors to conduct the auditof the cost records relating to hrm division of the company for the financial year ending31.03.2021. The remuneration has been approved by the board of directors based onrecommendation of the audit committee. The requisite resolution for ratification ofremuneration of cost auditors by the members of the company is set out in the notice ofthe ensuing agm. The cost auditors have certified that their appointment is within thelimits of section 141(3)(g) of the act and that they are not disqualified from appointmentwithin the meaning of the saidact.
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 act and inaccordance with regulation 22 of sebi listing regulations the company has adopted apolicy named "vigil mechanism and whistle blower policy". The further detailspertaining to vigil mechanism and whistle blower policy of the company is available in thecorporate governance report which forms part of this report.
Number of meetings of the board
During the year five (5) board meetings were convened and held details of which aregiven in the corporate governance report that forms part of this 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. The company has complied withsecretarial standards on the meeting of board of directors and general meetings.
Directors' responsibility statement
Pursuant to the requirement of section 134 (5) of the act and based on therepresentations information and explanations received from the management the directorsof the company hereby confirm that:
in the preparation of the annual accounts for the financial year 2019-20 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 financial year and of theprofit of the company for the financial year 2019-20 they have taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;
they have prepared the annual accounts on a going concern basis;
they have laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and operating effectively;
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 the actand sebi listing regulations. Further there has been no change in the circumstances whichmay affect their status as independent director during the financial year 2019-20.
The board is of the opinion that the independent directors of the company hold higheststandards of integrity and possess requisite expertise and experience required to fulfilltheir duties as independent directors.
In terms of section 150 of the companies act 2013 read with rule 6 of the companies(appointment and qualification of directors) rules 2014 majority of independentdirectors of the company have confirmed that they have registered themselves with thedatabank maintained by the indian institute of corporate affairs manesar (iica').The independent directors are also required to undertake online self-assessment testconducted by the iica within a period of 1 (one) year from the date of inclusion of theirnames in the data bank unless they meet the criteria specified for exemption.
All the independent directors of the company except sh. Virander kumar arya sh. Shashibhushan gupta and smt. Deva bharathi reddy are exempt from the requirement to undertakeonlineproficiencyself-assessment test. Accordingly the said independent directors will beundertaking the test in due course.
Policy on directors' appointment and remuneration
Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under section 178(3) of the act is available on the website of thecompany under the link http://www.sswlindia.com/pages/nomination_remuneration.htm. Thesalient feature of the policy is set out in the corporate governance report which formsthe part of this report.
Details in respect of frauds reported by auditors other than those which are reportableto central government
During the financial year 2019-20 neither the statutory auditors nor the secretarialauditors or cost auditors of the company has reported any offence involving fraud which isbeing or has been committed against the company by officers or employees to the auditcommittee or to the board of directors or to the central government under section 143(12)of the act and rules framed there under.
Statutory auditors and their report
M/s akr & associates was appointed as statutory auditor of the company by theshareholders in their agm held on 28.09.2017 till the conclusion of the 36thagm of the company to be held in the year 2022 (subject to the ratification of theirappointment at every agm if so required under the act).
The requirement relating to ratification of auditors by the members of the company atevery agm has been dispensed with by the companies amendment act 2017 vide notificationno. S.o.1833 (e) dated 07.05.2018. Pursuant to the said a mendmentduring the five-yearterm of appointment/re-appointment of statutory auditors ratification of the appointment/re-appointment by the members in the agm is not required. Accordingly business item ofratification of re-appointment of statutory auditors is not included in the notice of theensuing 34th Agm of the company.
Auditors' report is self-explanatory and does not contains any qualificationreservations or adverse remarks or disclaimers in their report for the financial yearended 31.03.2020 and therefore needs no comments and on record its sincere appreciationfor the valuable services rendered by m/s akr & associates.
Secretarial auditors and their report
Pursuant to the provisions of section 204 of the act and companies (appointment andremuneration of managerial personnel) rules 2014 the company has appointed mr. Sushil k.Sikka a practicing company secretary (membership no. 4241 and cp no. 3582) proprietor ofs. K. Sikka & associates to undertake the secretarial audit of the company and thesecretarial audit report in form no. Mr-3 is being attached with the board's report as an annexure-iwhich is self-explanatory and does not contain any qualification reservations or adverseremarks or disclaimers hence needs no comments.
The company has also undertaken an audit for the financial year 2019-20 pursuant tosebi circular no. Cir/cfd/ cmo/i/27/2019 dated 08.02.2019 for all applicable compliancesas per the securities and exchange board of india regulations and circular/ guidelinesissued there under. The report (annual secretarial compliance report) is usually requiredto be submitted to the stock exchanges within 60 days of the end of the financial year.But due to the ongoing pandemic covid-19 the due date was extended to june 30 2020 videsebi circular no. Sebi/ho/cfd/cmd1/cir/p/2020/38 dated march 19 2020 and the company hadduly filed the compliance report to bse ltd (bse) & National stock exchange of indialimited (nse) within the stated timeline. The said report is also attached with theboard's report as an
Particulars of loans guarantees or investments
There have been no loans guarantees and investments made by the company under section186 of the act and rules framed there under (including any amendments thereof) andschedule v of the sebi listing regulations during the financial year 2019-20.
Particulars of contracts or arrangement with related parties
All contracts / arrangements / transactions entered by the company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. There were no materially significant related party transactions made by the companywith promoters directors and key managerial personnel which may have a potential conflictwith the interest of the company at large. The related party transactions undertaken bythe company during the year under review were in compliance with the provisions set out inthe companies act 2013 read with the rules issued there under and regulation 23 of thesebi listing regulations. Since all the related party Transactions that were entered intoduring the financial year were on an arm's length basis and were in the ordinary course ofbusiness no details are required to be provided in form aoc-2 prescribed under clause (h)of sub-section (3) of section 134 of the act and rule 8(2) of the companies (accounts)rules 2014.
All related party transactions were placed before the audit committee for their priorapproval in accordance with the requirements of the applicable provisions of the act andsebi listing regulations. The audit committee during the financial year 2019-20 hasapproved related party transaction along with granting omnibus approval in line with thepolicy of the company on materiality of related party transactions and dealing withrelated party transactions and the applicable provisions of the act read with the rulesissued there under and the sebi listing regulations (including any statutory modification(s) or re-enactment (s) thereof for the time being in force). The transactions enteredinto pursuant to such approval were placed periodically before the audit committee. Thepolicy on materiality of related party transactions and dealing with related partytransactions as approved and adopted by the board is uploaded on the website of thecompany under the link http://www.sswlindia.com/pages/relatedpartytransaction.htm.
Disclosure as required under (ind as) 24 has been made in note 41 of the notes to thefinancial statements.
None of the directors has any pecuniary relationships or transactions vis--vis thecompany except remuneration and sitting fees.
Material changes and commitment affecting the financial position of the company whichhave occurred between the end of financial year 2019-20 and the date of this report
No material changes and commitment affecting the financial position of the company hasoccurred between the end of the financial year2019-20 of the company and the date of thisreport.
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 act read with rule 8(3) of the companies (accounts) rules 2014 forms part of this report and is annexedherewith as
Business risk management
Pursuant to the requirement of regulation 21 of sebi listing regulations your companyhas constituted a risk management committee to frame implement and monitor the riskmanagement 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 ofrisk management policy including identification of element of business risk and itsmitigation plans has been covered in the management discussion and analysis which formspart of this report.
Corporate social responsibility initiatives
In compliance to section 135 and in consonance with schedule vii of the act and rulesframed thereunder (including any amendment thereof) the company has constituted acorporate social responsibility committee and also framed a corporate socialresponsibility policy and the same is uploaded on the website of the company under thelink http://www.sswlindia.com/pages/csr-policy.htm.
As per the provisions of the act the company was required to spend rs. 205.47 lakhsduring the year under review. The company has spent an amount of rs. 139.18 lakhs on theprojects covered under csr activities and the balance of rs. 66.29 lakhs remained unspent.The brief outline of the corporate social responsibility (csr) policy of the company andthe initiatives undertaken by the company on csr activities during the financial year2019-20 are set out inannexure b to this report in the format prescribed in thecompanies (corporate social responsibility policy) rules 2014.
In compliance with the provisions of the act sebi listing regulations and guidancenote on board evaluation issued by sebi the nomination and remuneration committee of theboard of directors of the company has carried out a formal annual evaluation of the boardits committees and individual directors. Further the board of directors have also carriedout the evaluation of the board as a whole its committees chairman of the board and allthe individual and independent directors on the board.
The performance evaluation of the board and its committees was made after seekinginputs from all the directors of the company on the basis of effectiveness of boardprocesses information and functioning degree fulfillment of key responsibilitiesgovernance issues effectiveness of control system in identifying material risks andreporting of material violations of policies and law board structure and compositionexperience and competencies establishment and delineation of responsibilities tocommittees frequency of meetings circulation of agenda of the meetings recording ofminutes adherence to law board culture and dynamics quality of relationship betweenBoard and management efficacy of communication with external stakeholders etc.
The board and the nomination and remuneration committee (nrc) of the company evaluatedthe performance of individual directors (including independent directors) based oncriteria such as qualifications experience knowledge and competency fulfillment offunctions and integrity including adherence to code of conduct and code of independentdirectors of the company safeguarding of the confidential information and of interest ofwhistle blowers under vigil mechanism compliance with policies and disclosures ofinterest and fulfillment of other obligations imposed by the law contribution andinitiative availability attendance participation and ability to function as a teamcommitment independence independent views and judgement and guidance/support tomanagement outside board etc. a separate meeting of the independent directors("annual id meeting") was convened on 20.03.2020 which reviewed the performanceof the board (as a whole) the non-independent directors and the chairman and the qualityquantity and timeliness of flow of information between the company management and theboard that is necessary for the board to effectively and reasonably perform their duties.Post the annual independent directors meeting the collective feedback of each of theindependent directors was discussed by the chairman of the nomination and remunerationcommittee with the board's chairman covering performance of the board as a whole;performance of the non-independent directors and performance of the board's chairman.
Familiarization programme for independent directors
The company has practice of conducting familiarization program 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 act an extract of the annual return asprovided under sub-section (3) of section 92 of the act is enclosed as annexure c inthe prescribed form mgt-9 and forms part of this report.
Extract of annual return in mgt-9 and annual return in mgt-7 will be available on thewebsite of the company at http://www.sswlindia.com/ pages/annual-return.htm
Particulars of remuneration of dirctors/kmp's/employees
The information required under section 197(12) of the act read with rule 5(1) of thecompanies (appointment and remuneration of managerial personnel) rules 2014 is appendedas annexure d to this report. The statement containing particulars of employees asrequired under section 197(12) of the act read with rule 5(2) of the companies(appointment and remuneration of managerial personnel) rules 2014 is provided in aseparate annexure forming part of this report. Further the report and the accounts arebeing sent to the members excluding the aforesaid annexure. In terms of section 136 of theact the said annexure is open for inspection at the registered Office of the company andhas been uploaded on the website of the company atwww.sswlindia.com. Any shareholderinterested in obtaining a copy of the same may write to the company secretary.
Business responsibility report ("brr")
As per the sebi listing regulations the "business responsibility report"("brr") is now applicable to your company as sebi expands the ambit of brr andhas mandated its inclusion as a part of company's annual report for top 1000 listedentities based on market capitalization. The brr as required under sebi listingregulations is given as annexure-e.
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 industrial relations scenario continued to be largely positive across all themanufacturing locations and the company has continued to maintain cordial and harmoniousrelations with its employees at all levels. As a result of it the company is thriving toachieve growth and greater heights in the times to come.
The board of 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.