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Steel Strips Wheels Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 3466.57 Cr. P/BV 3.07 Book Value (Rs.) 72.03
52 Week High/Low (Rs.) 299/140 FV/ML 1/1 P/E(X) 17.89
Bookclosure 23/08/2023 EPS (Rs.) 12.35 Div Yield (%) 0.45
Year End :2018-03 

BOARD'S

To

The Members,

The Directors are pleased to present the 32nd Annual Report together with audited financial statements of the Company for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS (Rs. in Millions)

S No

Particulars

2017-18

2016-17

A)

Revenue from Operations*

15571.58

14802.38

B)

Other Income

134.45

184.30

C)

Total Income (A B)

15706.03

14986.68

D)

Total Expenditures (excl Finance Cost, depreciation and amortization)

13569.24

13154.03

E)

Profit before interest, depreciation and amortization

2136.79

1832.65

F)

Interest & Financial Charges

639.41

505.64

G)

Depreciation and amortization

525.74

479.02

H)

Profit before tax and Exceptional Item

971.64

847.99

I)

Exceptional Item

0.88

(11.32)

J)

Profit before tax

970.76

859.31

K)

Tax expense

Current tax

43.31

199.31

Deferred tax

176.54

103.17

L)

Profit after tax

750.91

556.83

M)

Other Comprehensive Income (Net of Tax)

6.59

(3.47)

N)

Total Comprehensive Income for the period (L M)

757.50

553.36

*According to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, revenue for the year ended 31st March, 2017 was reported inclusive of excise duty. Goods and Service Tax ("GST") has been implemented w.e.f 1st July, 2017 which replaces Excise duty and other input taxes. As per Ind AS 18, the revenue for the year ended 31st March, 2018 is reported net of gSt.

FINANCIAL PERFORMANCE

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April, 2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs. The financial statements for the year ended 31st March, 2017 have been restated in accordance with Ind AS for comparative information.

The total income for the year under review increased by 4.80% to Rs. 15706.03 million as compared to Rs. 14986.68 million in FY 2016-17. As stated above, revenue for the year ended 31st March, 2017 is inclusive of excise duty whereas due to implementation of GST (which replaces excise duty and other input taxes) w.e.f. 1st July, 2017, the revenue for the year ended 31st March, 2018 is net of GST.

If the revenue amount is shown net of excise duty, total income for the year under review would be Rs.15316.36 million as compared to Rs. 13483.90 million in FY 2016-17, showing a growth of 13.59% as per the following details:

Rs. In Millions

Particulars

2017-18

2016-17

Revenue from Operations

15571.58

14802.38

Less Excise duty

(389.67)

(1502.78)

Net Revenue from Operations

15181.91

13299.60

Other Income

134.45

184.30

Total Income

15316.36

13483.90

In terms of Number of wheels, the Company has achieved sale of 14.49 million wheel rims during FY 2017-18 against sale of 14.20 million wheel rims during the previous year, showing an increase of 2.04%. Your Company expects to see higher growth in the coming years.

The Earnings Before Interest, Depreciation and Tax (EBIDTA) increased to Rs.2136.79 million in FY 2017-18 from Rs.1832.65 million in FY 2016-17, registering a growth of 16.60 %.

The Depreciation and other amortization have increased to Rs. 525.74 million in FY 2017-18 from Rs. 479.02 million in FY 2016-17.

Profit before tax during the year under review has increased to Rs. 970.76 million from Rs. 859.31 million in FY 2016-17 recording a growth of 12.97%.The profit after tax have also increased to Rs. 750.91 million from Rs. 556.83 million, showing a growth of 34.85%.

TRANSFER TO RESERVES

Your Company proposes to transfer an amount of Rs. 556.83 million to the General Reserve out of the amount available for appropriation. DIVIDEND

The Board, in its meeting held on 26th May, 2018, has recommended a final dividend of Rs. 4.00 (40%) per equity share of Rs. 10/- each (previous year Rs. 3.00 per equity share) for the financial year ended 31st March, 2018. The proposal is subject to the approval of shareholders at the ensuing Annual General Meeting. The total cash outflow on account of dividend, if approved by the shareholders for the Current year will amount to Rs. 75.13 million (including Dividend Distribution Tax of Rs.12.81 million) as against Rs. 56.17 million (including Dividend Distribution Tax of Rs 9.50 million) in the previous year, which represents 10.01% of the Profit After Tax earned during the year.

SHARE CAPITAL

During the year under review, the Company has allotted 22750 equity shares of Rs. 10/- each on 13th May, 2017 upon exercise of options by the employees of the Company under "Steel Strips Wheels Limited-Employee Stock Option Scheme, 2014" ("ESOS 2014") at an exercise price of Rs. 100/- each.

Beside above, the Company has also allotted 24000 Equity Shares of Rs. 10/- each on 28th July, 2018 upon exercise of options by the employees of the Company under "Steel Strips Wheels Limited-Employee Stock Option Scheme, 2016" ("ESOS 2016") at an exercise price of Rs. 200/- each.

Consequent to the allotment of above stated shares, the issued and paid up Equity Share Capital of the Company increased from Rs. 155335200/- (divided into 15533520 Equity Shares of Rs. 10/- each) to Rs.155802700/- (divided into 15580270 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 differential voting rights and sweat equity shares.

ALLOTMENT OF WARRANTS

Pursuant to the approval of members of the Company, in the Extra Ordinary General Meeting held on 12th May 2018, the Board of Directors of the Company, in their meeting held on 26th May, 2018, had allotted 7,50,000 Convertible Warrants ("Warrants") on preferential basis to Smt. Sunena Garg, at a price of Rs. 1162/- per warrant, with a right to warrant holder to apply for and get allotted one equity share of face value of Rs. 10/- each at a premium of Rs. 1152/- for each warrant, within a period of 18 months from the date of allotment of warrants.

Smt. Sunena Garg belongs to promoter category and is relative of Sh. R. K. Garg (Chairman and Non-Executive Director & Promoter of the Company) and Sh. Dheeraj Garg (Managing Director & Promoter of the Company).

EMPLOYEE STOCK OPTION SCHEME

During the year under review, the Employee Compensation Committee (ECC) of the Company, in its meeting held on 16th May, 2017 has granted 26500 Stock Options to eligible employees of the Company under Steel Strips Wheels Limited - Employee Stock Option Scheme, 2016 (ESOS 2016). Each stock option is exercisable into equivalent number of equity shares of Rs. 10/- each.

During the year under review, there were no material changes in the existing Employee Stock Option Schemes {i.e Steel Strips Wheels Limited Employee Stock Option Scheme, 2014 (ESOS 2014) and Steel Strips Wheels Limited- Employee Stock Option Scheme (ESOS 2016)} of the Company and the Schemes are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. The applicable details/disclosures as stipulated under SEBI (Share Based Employee Benefits) Regulations, 2014 and SeBi Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16th June, 2015 with regard to "ESOS 2014" and "ESOS 2016" have been uploaded on the website of the Company under the web-link: http://www.sswlindia.com/pages/disclosureregardingesos.htm

The Company has received a certificate from the Auditors of the Company that the Schemes i.e. "ESOS 2014" and "ESOS 2016"have been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and in accordance with the resolution passed by the members in their EGM held on 27th February, 2015 and AGM held on 30th September, 2016 respectively. The certificate would be placed at the Annual General Meeting for inspection by members.

NATURE OF BUSINESS

During the year, there has been no change in the nature of business of the Company.

CORPORATE GOVERNANCE

The Company is firmly committed to the principles of Good Corporate Governance and believes that statutory compliances and transparency are necessary to enhance the shareholder value. A separate section on Corporate Governance and a Certificate from the Company's Statutory Auditors, confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are included and forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis report for the year under review, as stipulated under SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented in a separate Section forming part of this Annual Report.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION

The Company has complied with all the applicable Health & Safety standards, Environment Laws and Labour Laws and has been taking all necessary measures to protect the environment and provide workers a safe work environment. The Company is committed for continual improvement in Health & Safety as well as Environmental performance by involving all the employees.

Employees have been encouraged to practice safety in all their activities in and out of Company premises. Continuous safety training is conducted at all levels and special emphasis is given to implementation of safety work standards.

HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help in attracting best external talent and promote internal talent to take higher roles and responsibilities. The Company's people centric focus is providing an open work environment fostering continuous improvement and development among the employees of the Company. The Company provides a holistic environment where employees get opportunities to realize their potential. Company's performance driven culture helps and motivates employees to excel in their respective areas and progress within the organization.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,

2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed there under.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary trainees) are covered under this policy.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year 2017-18, the Company has not received any complaint on sexual harassment.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board consists of optimum number of Executive and Non- Executive Directors including Independent Directors who have wide and varied experience in the field of business, finance, education, industry, commerce and administration. Independent Directors provide their Declarations confirming that they meet the criteria of independence as prescribed under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, and Rules framed thereunder (including any amendment thereof) Sh. R. K. Garg, Non-Executive Director (Chairman) of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re- appointment for your approval.

During the year, there has been no change in the composition of Board of Directors of the Company. However, Sh. Sukhbir Singh Grewal, NonExecutive Independent Director of the Company ceased to be Director w.e.f. 21st July, 2018 due to his death. The Board of Directors place on record their deep appreciation for his invaluable guidance and assistance received during the tenure as a Director and Member / Chairman of various Committee of the Board of Directors of the Company.

Sh. Andra Veetil Unnikrishnan was re-appointed as Deputy Managing Director of the Company by the shareholders of the Company in their 27th Annual General Meeting held on 30th September, 2013 for a period of 5 years w.e.f 1st January, 2014. The term of his office is due to expire on 31st December, 2018. On the basis of recommendation of the Nomination and Remuneration Committee and his performance evaluation, the Board of Directors of the Company, in their meeting held 14th August, 2018, subject to the approval of members in this forthcoming Annual General Meeting, approved the re-appointment of Sh. Andra Veetil Unnikrishnan as Deputy Managing Director for another period of five years (commencing from 1st January, 2019) post completion of his present term .The term of his office shall be liable to determination by retirement of directors by rotation.

SEBI vide its notification dated 9th May, 2018 has notified the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,2018, which shall come into force with effect from 1st April, 2019 (Save as otherwise specifically provided for in the said Regulations). Pursuant to the provisions of Regulation 17(1A) of said Regulations, with effect from 1st April, 2019, No listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.”

Keeping in view of the above and on the basis of recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on 14th August, 2018, proposed to seek consent of the members by way of special resolution for continuation of office of directorship of:-

- Sh. R. K. Garg (who will attain the age of age 75 years on 18th August, 2018), Non-Executive Director (Chairman) of the Company w.e.f. 1st April, 2019 till the date he retires by rotation in terms of Section 152 of the Companies Act, 2013, and

- Sh. Madan Mohan Chopra (age 85 years), Non-Executive Independent Director of the Company, for the remaining period of his current tenure of appointment i.e up to 30th September, 2019 and

- Sh. Sudhanshu Shekhar Jha (age 75 years), Non-Executive Independent Director of the Company, for the remaining period of his current tenure of appointment i.e up to 30th September, 2019.

The Board recommends the continuation of the office of directorship of the above stated Directors of the Company for your approval.

The Notice of the ensuing 32nd Annual General Meeting includes the proposal for re-appointment/ continuation of appointment of Directors and justification thereof, their brief resume, the nature of expertise, names of Companies in which they hold Directorships, Committee Memberships/ Chairmanships, their shareholding in the Company etc.,

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company are Sh. Dheeraj Garg, Managing Director, Sh. Andra Veetil Unnikrishnan, Deputy Managing Director, Sh. Manohar Lal Jain, Executive Director, Sh. Naveen Sorot, Chief Financial Officer and Sh. Shaman Jindal, Company Secretary. There has been no change in the key managerial personnel during the year under review.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

The Company is not having any Subsidiary Company, Joint Venture Company or Associate Company.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public within the meaning of Section 73 and 74 of the Companies Act, 2013 and Rules framed thereunder (including any amendments thereof)during the financial year 2017-18 and as such, no amount on account of principal or 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 TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

CREDIT RATING

During the year under review, the Company has obtained credit rating from India Rating and Research Private limited (a Fitch Group Company).The agency has assigned IND A-/ Stable/IND A2 grade credit rating to the Company. The rating reflects the Company's dominant market position in India, long track record of successful operations, strong corporate governance practices, financial flexibility and conservative financial policies.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information(s).

INTERNAL CONTROL SYSTEMS

The Company has adequate internal control procedures commensurate with its size and nature of business. These internal policies ensure efficient use and protection of the assets and resources, compliances with policies and statutes and ensure reliability as well as promptness of financial and operational reports.

To enhance effective internal control system, the Company has laid down following measures:

- The Company's Books of accounts are maintained in SAP and transactions are executed through SAP (ERP) setups to ensure correctness/effectiveness of all transactions integrity and reliable reporting.

- Adherence to accounting policies.

- 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 financial control framework.

- The Company has adequate risk management policy.

- Code of Conduct and other policies.

- Physical verification of inventory/stock(stock audit)

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and rules made thereunder. Therefore the Company has not maintained cost records.

AUDIT COMMITTEE AND OTHER COMMITTEES OF THE BOARD

The details pertaining to composition of Audit Committee and other committees of the Board are included in the Corporate Governance Report, which forms part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the requirements under Section 177(9) & (10) of the Companies Act, 2013 and in accordance with Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a vigil mechanism named "Whistle Blower Policy" for Directors and Employees to report their genuine concerns and to provide for adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the audit committee in appropriate or exceptional cases. The detail of Whistle Blower Policy is explained in the Corporate Governance Report and is also posted on the website of the Company. (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, five (5) Board Meetings were convened and held, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The Intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 i.e interval between two meetings did not exceed 120 days. The Company has complied with Secretarial Standards on the meeting of Board of Directors and General Meetings.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013 and based on the representations, information and explanations received from the management, the Directors of the Company hereby confirm that:

- in the preparation of the annual accounts for the financial year 2017-18, the applicable accounting standards have been followed and there are no material departures;

- they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial

year 2017-18;

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company 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 financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

- they have devised proper systems to ensure compliance with the provisions of all applicable 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 they meet the criteria of Independence as provided in Sub Section (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as Independent Director during the year.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Companies Act, 2013, is available on the website of the Company under the link http://www.sswlindia.com/pages/nomination_remuneration.htm. The salient feature of the policy is set out in the Corporate Governance Report which forms the part of this Annual Report.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO CENTRAL GOVERNMENT

The Statutory Auditors and/or Secretarial Auditors of the Company have not reported any offence involving fraud which is being or has been committed against the Company by officers or employees to the Audit Committee or to the Board of Directors or to the Central Government under section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

STATUTORY AUDITORS AND THEIR REPORT

M/s AKR & Associates was appointed as Statutory Auditor of the Company by the Shareholders in their Annual General Meeting held on 28th September, 2017 till the conclusion of the 36th Annual General Meeting of the Company to be held in the year 2022 (subject to the ratification of their appointment at every AGM, if so required under the Act).

The requirement relating to ratification of Auditors by the members of the Company at every AGM has been dispensed with by the Companies Amendment Act, 2017 vide Notification No. S.O.1833 (E) dated 7th May, 2018. Pursuant to the said amendment, during the five-year term of appointment/re-appointment of Statutory Auditors, ratification of the appointment /re-appointment by the members in the Annual General Meeting is not required. Accordingly, business item of ratification of re-appointment of Statutory Auditors is not included in the Notice of the ensuing 32nd Annual General Meeting of the Company.

Auditors' Report is self-explanatory and does not contain any qualification, reservations or adverse remarks or disclaimers in their report for the financial year ended 31st March, 2018, and therefore, needs no comments and forms part of this Annual Report. The board of directors places on record its sincere appreciation for the valuable services rendered by M/s AKR & Associates.

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 has appointed Mr. Sushil K. Sikka, a practicing Company Secretary (Membership No. 4241 and CP No. 3582), proprietor of S.K.Sikka & Associates, to undertake the Secretarial Audit of the Company and the Secretarial Audit Report in Form No. MR-3 is being attached with the Board's Report as an Annexure, which is self-explanatory and does not contain any qualification, reservations 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 Section 186 of the Companies Act, 2013 and Rules framed thereunder (including any amendments thereof) and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year 2017-18.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Accordingly, disclosure in form AOC-2 is not required.

The related party transactions undertaken by the Company during the year under review were in compliance with the provisions set out in the Companies Act, 2013 read with the rules issued thereunder and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All Related Party Transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the applicable provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee, during the Financial year 2017-18, has approved Related Party transaction along with granting omnibus approval in line with the policy of the Company on materiality of Related Party Transactions and dealing with related party transactions and the applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification (s) or re-enactment (s) thereof for the time being in force).

The transactions entered into pursuant to such approval are placed periodically before the Audit Committee.

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board is uploaded on the Company's Website 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 the financial statements.

None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

MATERIAL CHANGES AND COMMITMENT, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR 2017-18 AND THE DATE OF THIS REPORT

No material changes and commitment, affecting the financial position of the Company, has occurred between the end of the Financial year

2017-18 of the Company and the date of this report except the following:

- Allotment of 24000 equity shares of Rs. 10/- each on 28th July, 2018 upon exercise of options by the employees of the Company to whom options were granted under "Steel Strips Wheels Limited-Employee Stock Option Scheme, 2016" ("ESOS 2016") at an exercise price of Rs. 200/- each.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy/technology absorption and foreign exchange earnings and outgo in terms of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014,forms part of this report and is annexed herewith as Annexure A

BUSINESS RISK MANAGEMENT

Pursuant to the requirement of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness.

The Details of the Committee and its terms of reference are set up in the Corporate Governance Report forming part of this Report.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy including identification of element of business risk and its mitigation plans has been covered in the Management Discussion 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 Act, 2013 and Rules framed thereunder (including any amendment thereof), the Company has constituted a Corporate Social Responsibility Committee and also framed a Corporate Social Responsibility Policy and the same is posted on the website of the Company at http://www.sswlindia.com/pages/csr-policy.htm.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure B to this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

BOARD EVALUATION

In compliance with the provisions of Section 134 (3) (p) of the Companies Act, 2013 read with Rule 8 (4) of the Companies (Accounts) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance note on Board evaluation issued by SEBI, the Board carried out a formal annual evaluation of its own performance and that of its committees and individual directors.

The performance of the Board and its Committees were evaluated by the Board after seeking inputs from all the Directors of the Company on the basis of effectiveness of Board processes, information and functioning, degree of fulfilment of key responsibilities, governance issues, effectiveness of control system in identifying material risks and reporting of material violations of policies and law, Board Structure and composition, experience and competencies, establishment and delineation of responsibilities to committees, frequency of meetings, circulation of agenda of the meetings, recording of minutes, adherence to law, Board culture and dynamics, Quality of relationship between Board and Management, efficacy of communication with external stakeholders, etc.,

The Board and the Nomination and Remuneration Committee (NRC) of the Company evaluated the performance of individual directors based on criteria such as qualifications, experience, knowledge and competency, fulfilment of functions and integrity including adherence to Code of Conduct and code of Independent directors of the Company, safeguarding of the Confidential information and of interest of Whistle blowers under vigil Mechanism, compliance with policies and disclosures of interest and fulfilment of other obligations imposed by the Law, Contribution and Initiative, availability, attendance, participation and ability to function as a team, commitment, independence, independent views and judgement and Guidance/support to Management outside board, etc.,

A separate meeting of the Independent Directors ("Annual ID meeting") was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman and the quality, quantity and timeliness of flow of information between the Company, Management and the Board, 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 the Independent Directors was discussed by the Chairman of the Nomination and Remuneration Committee 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 Independent Directors 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 the Annual Return as provided under Sub-Section (3) of Section 92 of the Companies Act, 2013 is enclosed as Annexure C in the prescribed form MGT-9 and forms part of this Report.

Extract of annual return in MGT-9 and annual return in MGT-7 are also available on the website of the Company at http://www.sswlindia.com/pages/annual-return.htm.

PARTICULARS OF REMUNERATION OF DIRECTORS/KMP'S/EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure D to this report. The statement containing particulars 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, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company and has been uploaded on the website of the Company at www.sswlindia.com.Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

INSURANCE

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 its employees at all levels. As a result of it, the Company is thriving to achieve growth and greater heights in the times to come.

ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the continued co-operation, the Company received from various departments of the Central and State Government, Bankers, Financial Institutions, Dealers and Suppliers. The Board also wishes to place on record its gratitude to the valued customers, members and investing public for their continued support and confidence reposed in the Company. It also acknowledges and appreciates the commitment, dedication and contribution of the Employees towards growth of the Company in all fields.

For and on behalf of the Board

Date: 14.08.2018 Rajinder Kumar Garg

Place:Chandigarh Chairman

(DIN: 00034827)


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