CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT

 

INTRODUCTION

In terms with the provisions of the Listing Agreement with the Stock Exchanges MSP STEEL (“The Company) is required to lay a code of conduct for its Board of Directors and Senior Management. The Company strives to reach the highest level of transparency to its stakeholders in terms of the business operations, ethical standards and efficient management in order to maximize valued Stakeholders value. The members of the Board of Directors and top management acknowledge and accept the scope and extent of their duties as Directors to achieve the desired goal of the Company and are well acquainted with their responsibility to carry out their duties with integrity and by maintaining highest standards of probity. The Board of Directors has adopted the following Code of Conduct and the Directors and members of senior management are expected to adhere to the same.

DEFINITIONS

•  “Company” means MSP Steel
•  “Board of Directors” consists of the Chairman, Executive Directors, Non-Executive Directors including Independent Directors
•  “Key Managerial Personnel (KMP)” means as defined under sections 2(51) and all other applicable sections of the Companies Act, 2013 and the allied Rules framed thereof.
•  “Senior Management” shall mean personnel of the company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management one level below the executive directors, including all functional heads.

APPLICABILITY

This code is applicable to:

• the Board Members including Independent Directors
• Senior Managerial Personnel of the Company.

 

CODE OF CONDUCT

The Board and the Senior Member will:

• act in the best interests of, and fulfill their fiduciary obligations to the Company;
• act honestly, fairly, ethically and in good faith & in the best interest of the Company;
• conduct themselves in a professional, courteous and respectful manner and not take improper advantage of their position;
• comply with all applicable laws, rules and regulations;
• act in good faith, responsibly, with due care, competence and diligence, without allowing their independent judgment to be subordinated or compromised;
• not use the Company’s property or position for personal gain;
• will not accept from or give to stakeholders gifts or other benefits not customary in normal social interaction;
• not use any information or opportunity received by them in their capacity as Directors or senior management in a manner that would be detrimental to the Company’s interests;
• act in a manner to enhance and maintain the reputation of the Company;
• disclose any personal interest that they may have regarding any matters that may come before the Board and abstain from discussion, voting or otherwise influencing a decision on any matter in which the concerned Director or KMP has or may have such an interest;
• respect the confidentiality of information relating to the affairs of the Company acquired in the course of their service as Directors or senior management, except when authorized or legally required to disclose such information;
• not use confidential information acquired in the course of their service as Directors or senior management for their personal advantage or for the advantage of any third entity;
• help create and maintain a culture of high ethical standards and commitment to compliance.
• will Monitor and manage potential conflicts of interest of management, board members and shareholders, including misuse of corporate assets and abuse in related party transactions.DUTIES OF THE INDEPENDENT DIRECTORS:The independent directors shall—
• insist appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the company;
• seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the company;
• strive to attend all meetings of the Board of Directors and of the Board committees of which he is a member;
• participate constructively and actively in the committees of the Board in which they are chairpersons or members;
• strive to attend the general meetings of the company;
• where they have concerns about the running of the company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting;
• keep themselves well informed about the company and the external environment in which it operates;
• not to unfairly obstruct the functioning of an otherwise proper constituted Board or committee of the Board;
• pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the company;
• ascertain and ensure that the company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use;
• report concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy;
• acting within his/her authority, assist in protecting the legitimate interests of the company, shareholders and its employees;
• not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, which is in their possession because of their position or is not in public domain unless such disclosure is expressly approved by the Board or required by law.

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)

PREFACE

On 15th January, 2015 Securities and Exchange Board of India (SEBI) repealed its The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and bought the newly formed SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015. These Regulations notified on 15th January, 2015 and shall come into force with effect from 120th Day from the date of its notification i.e. w.e.f. from 15th May, 2015.

In terms of the said Regulations MSP Steel is required to formulate a code of practices and procedures for fair disclosure of unpublished price sensitive to facilitate fair disclosure of events and occurrences that could impact price discovery in the market for its securities.

DEFINITIONS:

1. a)  “unpublished price sensitive information” means any information, relating to a company or its securities, directly or indirectly, that is not generally available which upon becoming generally available, is likely to materially affect the price of the securities and shall, ordinarily including but not restricted to, information relating to the following: –
   • financial results;
   • dividends;
   • change in capital structure;
   • mergers, de‐mergers, acquisitions, delistings, disposals and expansion of business and such other transactions;
   • changes in key managerial personnel; and
   • material events in accordance with the listing agreement.
2. b)  “generally available information” means information that is accessible to the public on a non‐discriminatory basis;

THIS DOCUMENT FORMS THE CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION (“Code”) ADOPTED BY MSP STEEL (MSPL). THE PRINCIPLES OF FAIR DISCLOSURE ADOPTED BY US ARE AS FOLLOWS:

1. Prompt public disclosure of unpublished price sensitive information that would impact price discovery no sooner than credible and concrete information comes into being in order to make such information generally available.
2. Uniform and universal dissemination of unpublished price sensitive unpublished price sensitive information to avoid selective disclosure.
3. Designation of a senior officer as a chief investor relations officer to deal with dissemination of information and disclosure of unpublished price sensitive information.
4. Prompt dissemination of unpublished price sensitive information that gets disclosed selectively, inadvertently or otherwise to make such information generally available.
5. Appropriate and fair response to queries on news reports and requests for verification of market rumours by regulatory authorities.
6. Ensuring that information shared with analysts and research personnel is not unpublished price sensitive information.
7. Developing best practices to make transcripts or records of proceedings of meetings with analysts and other investor relations conferences on the official website to ensure official confirmation and documentation of disclosures made.
8. Handling of all unpublished price sensitive information on a need‐to‐know basis.

Introduction

The Company MSP STEEL has put up a system to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various programme in accordance with the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges and Schedule IV of the Companies Act, 2013.

Objectives

The Program intends to provide insights into the Company so that the Independent Directors can understand the roles, rights, responsibility that they are expected to play/ enjoy in the Company so that they can keep themselves updated on the operations and business of the Company and thereby contribute meaningfully to the company.

Details of Independent Directors’ Familiarization Programmes

The Directors of the Company are made aware of the Company’s operation, their role, responsibilities and liabilities. At the time of appointment the Company communicates to the Directors their Role, Responsibilities and liabilities via appointment letters, briefing sessions, plant visit, technical session, etc. The Plant Visit is conducted to make them familiar with the manufacturing and operating procedure at different products and processes. The Company holds regular Board Meetings at its Corporate Office to discuss and decide upon the various strategic and operational matters and Directors have an opportunity to interact with the Senior Company personnel. The minutes of the Board’s sub-committees such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, CSR Committee are regularly placed before the Board. In addition to the above the Directors have full access to all the information’s within the Company.

Disclosures

1) Need Based: The familiarization programme will be need based.
2) Whenever the Company conducts any such programme the details will be provided in the Company’s Annual Report.

Familiarisation programs during the financial year 2020-2021

During the financial year 2020-2021, the following discussions were held in the nature of familiarization to the Independent Directors and the Board of Directors of the Company: 

Sr. No.	Subject matter of discussion	No. of programmes attended by the Independent Director	No. of hours spent by Independent Director and the Board
		FY 2020-2021	FY 2020-2021
1	Developing Emotional Intelligence	1	0.73 hour
2	Emotional Intelligence at work	1	1 hour
3	Practical Leadership	1	2 hours
4	Budget & Forecast	1	1.3 hours
5	Financial Planning	1	1.5 hour
6	Training on Regulatory Updated	1	2 hours
7	Impact of COVID-19 on Global Economy: Role of Professional & way Forward	1	2 hours
8	Business stratery	2	4 hours

POLICY FOR NOMINATION, REMUNERATION & DIVERSITY OF BOARD

PREAMBLE

In terms with the provisions of the Section 178 and all other sections, if applicable, of the Companies Act, 2013 read with relevant Rules framed thereunder and Clause 49 of the Listing Agreement entered with the Stock Exchanges MSP Steel (‘The Company’) on the recommendation of the Nomination & Remuneration Committee of the Board lay down a policy for:

• identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
• the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.
• lay down criteria for evaluation of Directors (including both Executive and Non-executive Directors) and the Board.
• devise a policy on Board diversity.

The company thus has adopted this Nomination & Remuneration policy incorporating all above mentioned points for the Directors, Key Managerial Personnel and senior management.

DEFINITIONS

1. “Act” means Companies Act, 2013 and the Rules made thereunder, including any modifications, amendments, clarifications, circulars or re-enactments thereof.
2. “Key Managerial Personnel” mean personnel in line with the provisions of Section 203 of the Companies Act, 2013 and the Rules framed there under.

• “Company” means MSP Steel

1. “Committee” or “Nomination & Remuneration Policy’ means committee of the Board of Directors of the Company
2. “Senior Management” shall mean personnel of the Company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management one level below the Executive Directors, including all functional head
3. “Board of Directors” consists of the Chairman, Executive Directors, Non-Executive Directors including Independent Directors

• “Independent Director” means a Director referred to in Section 149 (6) of the Companies Act, 2013.

 

APPLICABILITY

This policy is applicable to:

• The Board Members including Independent Directors
• Key Managerial Personnel
• Senior Managerial Personnel of the Company.

DIVERSITY OF THE BOARD

The Company recognises and embraces the benefits of having a diverse Board of Directors and sees increasing diversity at Board level as an essential element in maintaining a competitive advantage in the complex business that it operates. It is recognised that a Board composed of appropriately qualified people with broad range of experience relevant to the business of the Company is important to achieve effective corporate governance and sustained commercial success of the Company. A truly diverse Board will include and make good use of differences in the skills, regional and industry experience, background, race, gender and other distinctions amongst Directors. These differences will be considered in determining the optimum composition of the Board and when possible should be balanced appropriately. At a minimum, the Board of the Company shall consist of at least one Woman Director. All Board appointments are made on merit, in the context of the skills, experience, independence, knowledge and integrity which the Board as a whole requires to be effective.

POLICY

Appointment of Managerial Personnel, Director, KMP and Senior Management:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Managerial Personnel, Director or KMP or Senior Management and recommend to the Board his /her appointment.
2. A person should possess adequate qualification, expertise and experience for the position he /she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.
3. Appointment of Independent Directors is also subject to compliance of provisions of Section 149 of the Companies Act, 2013, read with Schedule IV and Rules thereunder and the Listing Agreement.

TERM/TENURE

1. Managing director, Whole-time Director or Manager

The Company shall appoint or re-appoint any person as its Managerial Personnel for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

The Company shall not appoint or continue the employment of any person as Managing Director, Whole-time Director or Manager who is below the age of twenty-one years or has attained the age of seventy years. However appointment of a person who has attained the age of seventy years may be made by passing a special resolution and complying with the provisions of the Companies Act, 2013 read with the relevant Rules Made thereunder.

1. Independent Director

An Independent Director shall hold office for a term up to five consecutive years on the Board of a company, but shall be eligible for reappointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

Further no Independent Director shall hold office for more than two consecutive terms, but such independent director shall be eligible for appointment after the expiration of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director, it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director (including MSP Steel) and three listed companies (Including MSP Steel) as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

However the appointment of Managing director, Whole-time Director, manager or an Independent Director in addition to the above criteria shall also comply the provisions of the Companies Act, 2013 read with relevant Rules made thereunder, the Listing Agreement including any statutory modification or re-enactment made or to be made in the future.

REMUNERATION

Remuneration to the Managing Director, Whole-time Director and Manager

The terms and conditions of appointment and remuneration payable to a Managing Director and Whole-time Director(s) shall be recommended by the Nomination and Remuneration Committee to the Board for its approval which shall be subject to approval by shareholders at the next general meeting of the Company and by the Central Government in case such appointment is at variance to the conditions specified in Schedule V to the Companies Act, 2013.

The Executive Directors may be paid remuneration either by way of a monthly payment or at a specified percentage of the net profits of the Company or partly by one way and partly by the other.

The remuneration and commission to be paid to the Whole-time Director/ Managing Director/ Manager/Executive Chairman shall be in accordance with the percentage/slabs/conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the Rules made thereunder.

Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

Any Director who is in receipt of any commission from the Company and who is a Managing or Whole-time Director of the Company shall not be disqualified from receiving any remuneration or commission from any holding company or subsidiary company of such company subject to its disclosure by the Company in the Board’s report.

Annual Increments to the Managing/ Whole-time Director(s) shall be within the slabs approved by the Shareholders. Increments shall be decided by the Nomination and Remuneration Committee at times it desires to do so but preferably on an annual basis.

However any Director who is in receipt of any commission from the company and who is a Managing or Whole-time Director of the Company shall not be disqualified from receiving any remuneration or commission from any holding company or subsidiary company of such company subject to its disclosure by the Company in the Board’s report.

If in any financial year a Company has no profits or inadequate profits, the Company shall not pay to its Directors including Managing Director or Whole-time Director or Manager, by way of remuneration any sum exclusive of any fees payable to Directors under sub-section 5 of section 197 of the Act except in accordance with the provisions of Schedule V of the Act and the approval of the Central Government, wherever required, in such manner as may be provided therein.

Remuneration of Non-Executive Directors

A Non- executive Director may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board. Provided that the amount of such fees shall not exceed rupees one lacs per meeting of the Board or Committee thereof.

An Independent Director shall not be entitled to any stock option and may receive remuneration by way of fee in conformity with the provisions of the Act, reimbursement of expenses for participation in the Board and other meetings and profit related commission as may be approved by the shareholders as recommended by the Committee and the Board.

EVALUATION AND REMOVAL 

Evaluation Process

The Committee shall carry out evaluation of performance of every Managerial Personnel, Director, KMP and Senior Management on annual basis.

The Committee will be responsible for the distribution of the evaluation forms on annual basis. The Committee will conduct or oversee the ministerial duties to prepare, send, collect and tabulate the evaluation form and schedule conference calls or necessary meetings to facilitate the evaluation. The Chairperson of the Committee may delegate this responsibility to the Company Secretary

Further the Committee shall formulate and recommend to the Board a policy for a performance evaluation policy to evaluate the performance of the Independent Directors and Non Independent Directors of the Company.

Removal

 

The Committee may recommend, to the Board with reasons recorded in writing, removal of a Managerial Personnel, Director, KMP or Senior Management subject to the provisions of Companies Act, 2013, and all other applicable Acts, Rules and Regulations, if any.

AMENDMENT

The Board of Directors on its own and / or as per the recommendations of Nomination and Remuneration Committee can amend this Policy, as and when deemed fit.

POLICY ON RELATED PARTY TRANSACTIONS (To be effective from 1st October, 2014)

INTRODUCTION

In line with the requirement of Clause 49 of the Listing Agreement with the Stock Exchanges, The Board of Directors of the Company has adopted this policy to regulate the Related Party Transaction as defined below and to ensure the proper approval and reporting of transactions between the Company and its Related Parties. The Audit Committee will review and may amend this policy from time to time. The said policy will be effective from 1st October, 2014.

DEFINITIONS

1. “Act” means Companies Act, 2013 and the Rules made thereunder, including any modifications, amendments, clarifications, circulars or re-enactments thereof.
2. “Arm’s length Basis” means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest.
3. “Audit Committee” means committee of the Board of Directors of the Company
4. “Key Managerial Personnel” mean personnel in line with the provisions of sec 203 of the Companies Act, 2013 and the Rules framed there under.
5. “Company” means MSP Steel
6. “Material Related Party Transaction” means a related party transaction which individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the company as per the latest audited financial statements
7. “Related party” with reference to the Company means a party as defined under the provisions of the Company’s Act, 2013 read with the relevant Rules made there under and Clause 49 of the Listing Agreements entered into with the various Stock Exchanges and as amended from time to time.
8. Related Party “transaction” means transfer of resources, services or obligations between a company and a related party, regardless of whether a price is charged.
9. “Transaction” shall be construed to include single transaction or a group of transactions in a contract.
10. “Relative” means as defined under the provisions of the Company’s Act, 2013 read with the relevant Rules made there under and Clause 49 of the Listing Agreements entered into with the various Stock Exchanges and as amended from time to time.

POLICY

Except with the consent of the Board of Directors given by a resolution at a meeting of the Board and subject to such conditions as may be prescribed, no company shall enter into any contract or arrangement with a related party. However all the related party transactions must be reported to the Audit Committee and approved or referred for approval by the Audit Committee based on this policy.

I. IDENTIFICATION OF RELATED PARTY

Each Director and Key Managerial Personnel is responsible for providing notice to the Management regarding persons and entities to be considered as `Related Parties` by virtue of his/her being Director/ KMP in the company. Such Notice shall be provided to the company at the time of appointment and also at the time of first board meeting in every financial year and whenever there is any change in the disclosures already made.

As per the policy the Management will identify related party transactions or the potential related party transactions on the basis of the notices received from the concerned persons and provide notice to the Audit Committee/ Board. Board/Audit Committee will determine whether the transaction does, in fact, constitute a Related Party Transaction requiring compliance with this policy.

II. REVIEW

A. Approval of Audit Committee

All Related Party Transactions proposed to be transacted should be approved/ratified by the Audit Committee of the Board. However, the Audit Committee may grant omnibus approval for Related Party Transactions proposed to be entered into by the company subject to the following conditions:

1. The Audit Committee shall lay down the criteria for granting the omnibus approval in line with the policy on Related Party Transactions of the company and such approval shall be applicable in respect of transactions which are repetitive in nature.
2. The Audit Committee shall satisfy itself the need for such omnibus approval and that such approval is in the interest of the company;
3. Such omnibus approval shall specify (i) the name/s of the related party, nature of transaction, period of transaction, maximum amount of transaction that can be entered into, (ii) the indicative base price / current contracted price and the formula for variation in the price if any and (iii) such other conditions as the Audit Committee may deem fit;Provided that where the need for Related Party Transaction cannot be foreseen and aforesaid details are not available, Audit Committee may grant omnibus approval for such transactions subject to their value not exceeding Rs.1 crore per transaction.
4. Audit Committee shall review, atleast on a quarterly basis, the details of RPTs entered into by the company pursuant to each of the omnibus approval given.
5. Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh approvals after the expiry of one year

B. Approval of the Board

In the event any contract or arrangement with a related party is not in the ordinary course of business or at arm’s length, the Company shall comply with the provisions of the Companies Act, 2013 and the Rules framed thereunder and obtain approval of the Board or its shareholders, as applicable, for such contract or arrangement.

In addition to the above, the following kinds of transactions with related parties are also placed before the Board for its approval:

• Transactions in respect of which the Audit Committee is unable to determine whether or not they are in the ordinary course of business and/or at arm’s length basis and decides to refer the same to the Board for approval;
• Transactions which are in the ordinary course of business and at arm’s length basis, but which in Audit Committee’s view requires Board approval.

C. Approval of shareholders

No contract or arrangement or transactions, as mentioned below in line with sec 188 of the Companies Act, 2013 read with relevant Rules framed there under, with the related party shall be entered into except with the prior approval of the company by a special resolution:

i) a company having a paid-up share capital of ten crore rupees or more shall not enter into a contract or arrangement with any related party; or

ii) a company shall not enter into a transaction or transactions, where the transaction or transactions to be entered into –

• as contracts or arrangements with respect to clauses (a) to (e) of sub-section (1) of section 188 with criteria, as mentioned below –

sale, purchase or supply of any goods or materials directly or through appointment of agents exceeding twenty five percent. of the annual turnover as mentioned in clause (a) and clause (e) respectively of sub- section (1) of section 188;

selling or otherwise disposing of, or buying, property of any kind directly or through appointment of agents exceeding ten percent. of net worth as mentioned in clause (b) and clause (e) respectively of sub-section (1) of section 188;

leasing of property of any kind exceeding ten percent. of the net worth or exceeding ten percent. of turnover as mentioned in clause (c) of sub-section (1) of section 188;

availing or rendering of any services directly or through appointment of agents exceeding ten percent. of the net worth as mentioned in clause (d) and clause (e) of sub-section (1) of section 188;

• appointment to any office or place of profit in the company, its subsidiary company or associate company at a monthly remuneration exceeding two and half lakh rupees as mentioned in clause (f) of sub-section (1) of section 188; or
• remuneration for underwriting the subscription of any securities or derivatives thereof of the company exceeding one percent of the net worth as mentioned in clause (g) of sub-section (1) of section 188.

  2. All the Material Related Party Transactions (other than transactions entered into by the company with its wholly owned subsidiary, whose accounts are consolidated with the company and placed before the shareholders at the general meeting for approval) shall require prior approval of the shareholders through special resolution and the Related Parties shall abstain from voting on such resolution.

  DISCLOSURE

  The particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013, shall be disclosed in the Director’s Report for the financial years commencing on or after 1st April, 2014.

  All material RPT’S that are entered into w.e.f. 1st October, 2014 is to be disclosed quarterly along with the Compliance Report on Corporate Governance as per the requirement of Clause 49 of the Listing Agreement.

  Amendment

  The Company reserves the right to amend or modify this policy in whole or in part at any point of time.

  RELATED PARTY TRANSACTIONS NOT PREVIOUSLY APPROVED:

  In the event of a RPT that has not been granted PRIOR approval or ratified under this policy and the Company becomes aware of it , than such transaction shall be placed before the Committee or Board or shareholders, as promptly as practical, in accordance with this policy for review and ratification.

  The Committee or the Board or the shareholders shall consider all the relevant facts and circumstances in relation to such transaction and shall after evaluation of all the options revise or terminate such transaction and the Company shall take action as deemed appropriate by the Committee.

RISK MANAGEMENT POLICY

1. Regulatory requirement

Pursuant to section 134 and 177 of the Companies Act, 2013 (“Act”) and rules made thereunder and Regulation 21 of the SEBI, (Listing Obligations and Disclosure Requirements), Regulation 2015, the Company shall lay down policy and procedures to inform Board members about the risk assessment and risk management. The procedures shall be periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.

2. Objective

To ensure adequate systems of risk management of the Company i.e. to identify, assess, mitigate minimize such expenses to the extent possible and to assure business growth financial stability.

3. Company Business

MSP Steel has set up its manufacturing plant at Raigarh, Chhattisgarh. The Company has manufacturing facilities for production of Pellet, MS Billets, TMT Bars ,Sponge Iron , Structural Products and Power. Raw material is locally procured and also imported.

In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative.

4. Risk Assessment

Risks are analyzed, considering the likelihood impact, as a basis for determining how they should be managed. Risk Assessment consists of a detailed study of threats and resultant exposure to various risks prevailing on different areas of the Company. Key risks are identified and accordingly plan for managing the same are prepared. Company identified the following risks:-

4.1 Regulatory Risks

Regulatory risks arises from the change in Govt. policies, law relating to industry, business, foreign policies and commitments to other countries etc. Our preparation of financial statements in conformity with Indian GAAP and in accordance with the Indian Accounting Standards issued by ICAI, requires us to make true and fair estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of financial statements and the reported amounts of revenue and expenses during the reporting period.

4.2 Business Risks

Business risks as assessed in our business has been further classified as under:-

4.2.1 Financial Risks

The market volatility on prices of raw material, finished products, foreign exchange fluctuations impact the financials of our industry and the business.

• Political Risks

The likely impact of any political disturbance or instability within the country or in neighboring countries impact economy and consequently business and industry. The geo-political and economic conditions anywhere in the world are also risks the business strategies frequently.

• Legal Risks

Legal risk is the risk in which the Company is exposed to legal action for non-compliance of statutory obligations as per various applicable laws and rules. The Company is governed by various laws and the Company has to undertake its business within four walls of law, where the Company is exposed to legal risk exposure which entail stringent penalties and in some cases criminal liabilities.

• Foreign Exchange Fluctuation Risks

Company has foreign exchange exposure both on account of import of raw material and capital goods and also exports. Currently export are mainly to Nepal and few other countries and mainly INR denominated. Normally trade is done in USD denomination. All these currencies are subject to many factors and varies in value daily and impact the demand of foreign currencies for transactions. Local currency are also affected materially. Foreign Exchange Fluctuation Risks directly impact the business. A close watch is therefore needed to plan the business of the Company.

4.2.5   Technological Obsolesce Risks

In the world of competition technology plays important roles for business development and growth. Technological obsolesce risks the replacement of existing plant and machinery, which may cost heavily and impact profitability.

• Human Resource Risk

Steel industry is a cyclical industry where rate of labour turnover is higher which impact the efficiency of the human resource. Human Resource risk generally impact the productivity and quality of the products. Thus Company retain the experienced and qualified workforce to reduce the labour turnover.

5. Management

In the management of Risk the probability of risk assumption is estimated with available data and market information and appropriate risk treatments is worked out in the following areas:

5.1 Economic environment and Market Conditions

Strategically, we seek to continuously expand the customer base to maximize the potential sales volumes and at the same time securing additional volumes from existing customers on the basis of our record of satisfactory performance in our earlier dealings. The efforts to enhance quality of products and upgrading their performance parameters are aimed at deriving optimum value from the existing customer base and targeting a larger customer profile. Historically, the strength of our relationships has resulted in significant recurring revenue from existing customers.

To counter pricing pressures caused by strong competition, the Company has been increasing operational efficiency and continued to take initiatives to move up the quality control scale besides cost reduction and cost control initiatives.

5.2 Political Environment

The business of the Company being spread all our the globe, the geo-political and economic conditions anywhere in the world are also frequently discussed at senior management level with the help of media, agents and embassy reports.

• Competition

We believe that we are strongly positioned in our designated market commanding a premium for our product. Additionally, efforts to bring down the cost of production are being implemented with a optimum workforce backed by high-end production technology, establishment of captive power generation. Constant monitoring and up gradation of the technology along with re-alignment of processes to bring down production cost help us to thwart competition.

5.4 Revenue Concentration

We have adopted prudent norms based on which we monitor and prevent undesirable concentration in a geography, industry, or customer. Concentration of revenue from any particular segment of industry is sought to be minimized over the long term by careful extension into other activities, particularly in areas the company has some basic advantage such as availability of land, technical or manpower resources. Our revenues are spread across dealers/Retailers/Projects across different Geo graphics and end user,no particulars segments or customer not more than 15% of our annual revenue.

• Inflation and Cost Structure

The cost of revenues has a very high degree of inflationary certainty. To De-risk, the Company carefully decide for procurement of long delivery and strategic raw materials and stores and those amenable to just-in-time inventories including contacts with exporters of coal and other material.

At organizational level, cost optimization and cost reduction initiatives are implemented and are closely monitored. The Company controls costs through continuous review against actual performance with the key objective of aligning them to the financial model.

• Foreign Exchange Risk Management

Foreign exchange risk arises mainly in the form of (a) Import of raw materials and capital equipment (b) Export of Finished Goods and (c) ECB/FCNR and trade related borrowing. To counter import and export related issue we undertake hedging of currency as soon as the commercial of the transaction are finalized. For borrowing related foreign exchange we undertake active hedging in consultation with our lenders.

• Technological Obsolescence

The company strongly believes that technological obsolescence is a practical reality. Technological obsolescence is evaluated on a continual basis and the necessary investments are made to bring in the best of the prevailing technology.

The company’s policies also include a favorable dispensation for replacement of Machinery and Equipment on a constant basis to take advantage of such technological movements. All the manufacturing plants and R&D equipments are continuously updated to make them relevant as per latest standards of inspection and regulatory audits.

5.7 Financial Reporting Risks

We are committed to maintain high standards of corporate governance and public disclosure and our efforts to comply with evolving laws, regulations and standards in this regard would further help us address these issues.

Our preparation of financial statements in conformity with Indian GAAP and in accordance with the Indian Accounting Standards issued by ICAI, requires us to make true and fair estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenue and expenses during the reporting period.

We follow declared accounting policies consistently, qualify and disclose the effect of changes in that wherever required. Our accounting and financial reports are based on Indian Accounting Standards issued by the Institute of Chartered Accountants of India, New Delhi.

• Legal Risk for non-compliance of Statutory obligations

We have an experienced team of professionals, advisers who focus on evaluating the risks involved in a contract, ascertaining our responsibilities under the applicable law of the contract, restricting our liabilities under the contract, and covering the risks involved so that they can ensure adherence to all contractual commitments.

Management places and encourages its employees to place full reliance on professional guidance and opinion and discuss impact of all laws and regulations to ensure company’s total compliance. Advisories and suggestions from professional agencies, legal firms and industry bodies, chambers of commerce etc. are carefully studied and acted upon where relevant.

5.9 Environment Risk

The Company has setup facility to arrest the air pollution from its coal based power plant and other operations of the plants. Extensive plantation of trees around manufacturing are undertaken for green belt development.

5.10 Industry Safety Risk

Company also takes all measures to avoid any mishap or incident during the operations of the plant.

• Human Resource Management

Risk in matters of human resources are sought to be minimized and contained by following a policy of providing equal opportunity to every employee, inculcate in them a sense of belonging and commitment and also effectively train them in spheres other than their own specialization.

Employees are encouraged to make suggestions on innovations, cost saving procedures, free exchange of other positive ideas relating to manufacturing procedures etc. It is believed that a satisfied and committed employee will give of his best and create an atmosphere that cannot be conducive to risk exposure.

Employee-compensation is always subjected to fair appraisal systems with the participation of the employee and is consistent with job content, peer comparison and individual performance. Packages are inclusive of the proper incentives and take into account welfare measures for the employee and his family.

6. Role of Board

The Board shall be responsible for framing, implementing and monitoring the Risk Management Plans for the company.

Vigil Mechanism/Whistle Blower Policy

PREAMBLE

In terms with section 177 of the Companies Act, 2013, the Rules framed thereunder as amended from time to time and clause 49 of the Listing Agreement with the Stock Exchanges as amended, MSP Steel shall establish a vigil mechanism (whistle blower) for its directors and employees to report genuine concerns about the ethical behavior or suspected/actual fraud or violation of Code of Conduct of the Company prevailing from time to time which lays down the ethical standards and principles that governs the actions of the Company, its Directors, Employees and Associates.

DEFINITIONS

The definitions of some of the key terms used in this Policy are given below.

1. “Associates” means and includes vendors, suppliers and others with whom the Company has any financial or commercial dealings.
2. “Audit Committee” means the Audit Committee of Directors constituted by the Board of Directors of the Company in accordance with Section 177 of the Companies Act, 2013 and read with Clause 49 of the Listing Agreement with the Stock Exchanges.
3. “Employee” means every employee of the Company (whether working in India or abroad), including the directors in the employment of the Company.
4. “Code” means the Code of Conduct of the Company.
5. “Company” means MSP Steel
6. “Director” means every Director of the Company, past or present.
7. “Investigators” mean those persons authorised, appointed, consulted or approached by the Audit Committee/Chairman of the Audit Committee and includes the auditors of the Company and Investigating Agency/Authority duly authorized.
8. “Protected Disclosure” means any communication made in good faith that discloses or demonstrates information that may evidence unethical or improper activity.
9. “Subject” means a person against or in relation to whom a Protected Disclosure has been made or evidence gathered during the course of an investigation.
10. “Whistleblower” means an Employee or Director making a Protected Disclosure under this Policy.

OBJECTIVE

For directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy. They should not act on their own and conduct investigations, except as directed by the ethics counselor or the Chairman of the Audit Committee or the investigators.

ELIGIBILITY

All Employees including the directors of the Company and various stakeholders of the company are eligible to make Protected Disclosures under the Policy in relation to matters concerning the Company.

SCOPE

This Policy intends to cover serious concerns w.r.t. any wrongful conduct, unethical/illegal practices or that could have grave impact on the operations and performance of the business of the Company or any other matter that might cause financial/non-financial loss to the director/employee of the Company or might impact their goodwill.

Whistle Blowers should not act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by the Ombudsman or the Chairman of the Audit Committee or the investigators.

Protected Disclosure will be appropriately dealt with by the Ombudsman or Chairman of the Audit Committee or the investigators, as the case may be. This mechanism should also provide for adequate safeguards against victimization of director(s) / employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.

PROCEDURE

1. All Protected Disclosures reported under this Policy would be thoroughly investigated by the Ombudsman or Chairperson of the Audit Committee of the Company / Chairman of the Company who would investigate/oversee the investigations.
2. The Chairperson of the Audit Committee/Chairman of the Company may at his/its discretion, consider involving any Investigators for the purpose of investigation
3. All Protected Disclosures concerning financial/accounting matters should be addressed to the Chairman of the Audit Committee of the Company for investigation. The Contact details of the Chairman of Audit Committee is as follows:
   

    

   The Chairman (Audit Committee) MSP Steel 16/S, Block- A, New Alipore, Kolkata- 700 053

    

• Protected Disclosures should preferably be reported in writing so as to ensure a clear understanding of theissues raised and should either be typed or written in a legible handwriting in English, Hindi or in the regional language of the place of employment of the Whistle Blower.
• The Protected Disclosure should be forwarded under a covering letter which shall bear the identity of the Whistle Blower. The Chairman of the Audit Committee/Ombudsman, as the case may be shall detach the covering letter and forward only the Protected Disclosure to the Investigators for investigation.
• The identity of a Subject and the Whistle Blower will be kept confidential to the extent possible given the legitimate needs of law and the investigation.
• The decision to conduct an investigation taken by the Chairman of the Audit Committee/investigators is by itself not an accusation and is to be treated as a neutral fact-finding process. The outcome of the investigation may not support the conclusion of the Whistle Blower that an improper or unethical act was committed.
• Subjects would normally be informed of the allegations at the outset of a formal investigation and have opportunities for providing their inputs during the investigation.
• Subjects shall have a duty to co-operate with the Ombudsman/ the Chairperson of the Audit Committee / Chairman of the Company or any of the Investigators during investigation to the extent that such co-operation will not compromise self-incrimination protections available under the applicable laws.
• Subjects have a responsibility not to interfere with the investigation. Evidence shall not be withheld, destroyed or tampered with and witnesses shall not be influenced, coached, threatened or intimidated by the Subjects.
• Unless there are compelling reasons not to do so, Subjects would be given the opportunity to respond to material findings contained in an investigation
• Subjects have a right to be informed of the outcome of the investigation
• Based on such investigation, the Audit Committee shall determine the cause of action and order remedial measures which shall normally be taken within 45 days of the date of receipt of the protected disclosure by the audit committee or such time as the Committee may deem fit. The Audit Committee shall ensure complete fairness, objectivity, thoroughness etc.
• In case any director/employee feels that he/she has been victimized in employment related matters because of reporting any concern by availing this mechanism, he/she can submit a grievance to the audit committee/chairman of audit committee / Chairman of the Company/ Ombudsman.

DISQUAIFICATION

Whistle Blowers, who make any Protected Disclosures, which have been subsequently found to be mala fide or malicious or Whistle Blowers who make 3 or more Protected Disclosures, which have been subsequently found to be frivolous, baseless or reported otherwise than in good faith, will be disqualified from reporting further Protected Disclosures under this Policy.

Protection under this Policy would not mean protection from disciplinary action arising out of false or bogus allegations made by a Whistle Blower knowing it to be false or bogus or with a mala fide intention.

AMENDMENT

The Company reserves its right to amend or modify this policy in whole or in part at any time without assigning any reason whatsoever. However, no such amendment/modification shall be binding on the directors/employees unless they have been notified in writing.

ARCHIVAL POLICY AND POLICY ON PRESERVATION OF DOCUMENTS

(To be effective from 1st December, 2015)
(As amended on 19th January, 2016)

INTRODUCTION

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) imposed certain obligations and disclosure requirements on all the listed entities, one of the common obligation for all the listed entities pursuant to Regulation 9 is to formulate and put in place a policy for preservation of documents.

The Board of Directors of MSP STEEL (the “Company”) is obliged to formulate a policy for “Preservation of Documents” to comply with the requirements of Regulation 9 of the Listing Regulations.

DEFINITIONS

1. Board means “Securities and Exchange Board of India.”

2. Company means MSP STEEL
3. Documents means all papers, records, files, books etc., and the like as required to be maintained under any law or regulation for the time being in force.

4. Listing Regulations means Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

POLICY

The purpose of this policy is to have a binding framework for the preservation of documents
of the company, as approved by the Board of Directors of the company, which shall classify them in at least two following categories as follows:
•Documents whose preservation shall be permanent in nature(enclosed as Annexure 1) subject to the modifications, amendments, additions, deletions or any changes made therein.

•Documents with preservation period of not less than eight (8) years(enclosed as Annexure 2) after completion of the relevant transactions subject to the modifications, amendments, additions, deletions or any changes made therein.

Provided further that the Company may keep the documents as specified above in electronic mode.

COMPANY’S WEBSITE

Documents which are to be made available on the Company’s Website amongst Annexure-1 & Annexure-2 as per Compliance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be made available on the website for 5years and thereafter will be archived for 2 years.

AUTHORITY AND RESPONSIBILITY

The respective Departmental Heads of the Company shall be responsible to deal with the records according to the time frame prescribed in the Policy for their preservation.

AMENDMENTS

The Board of Directors may review the Policy from time to time. Any changes made in the policy would be placed before the Board for their approval.

Annexure-1

Documents whose preservation shall be permanent in nature

1. Certificate of Incorporation.
2. Memorandum & Articles of Associations.
3. Licenses, Certificates authorization from statutory authorities.
4. Minutes of Meeting of boards & its committees.
5. Minutes of the meeting of the Shareholders.
6. Statutory Registers required under applicable laws.
7. Audited Accounts.
8. All documents filed with Ministry of Corporate Affairs.
9. All documents filed with SEBI/NSE/BSE.
10.Any other document as may be required to be preserved permanently in terms of applicable law(s), maintained and preserved from time to time.

Annexure-2

Documents with preservation period of not less than eight years

1.Books of accounts.
2.Accounting and Corporate Tax Records.
3.Employment, Employee & Payroll records.
4.Correspondence with customers & Shareholders.
5.Any other document as may be required to maintain in terms of applicable law(s), maintained and preserved from time to time.

POLICY FOR DETERMINING MATERIALITY OF EVENTS / INFORMATION FOR DISCLOSURE TO STOCK EXCHANGE(S), 2016

(Pursuant to Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015)

1. PREFACE

Securities and Exchange Board of India (“SEBI”), vide its Notification dated September 2, 2015, has issued SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (the “Regulations”) which came into effect from December 1, 2015. In terms of Regulation 30 read with SEBI’s circular No.CIR/CFD/CMD/4/2015 dated September 9, 2015, every listed entity shall make disclosures of events or information to Stock Exchange(s) which in the opinion of the Board of Directors of the listed entity are material. The listed entity is required to frame a policy for determination of materiality of events/information under Regulation 30(4)(ii) of the SEBI-LODR for the purpose of adequate, accurate, explicit and timely disclosures of the same to the Stock Exchanges.

Accordingly, the Board of Directors of the Company i.e. MSP Steel (MSPL) has approved and adopted the following Policy for Determination of Materiality of Events/Information to be disclosed to the Stock Exchange(s) from time to time, in its meeting held on 19th January, 2016.

2. EFFECTIVE DATE

The Policy shall be effective from 19th January, 2016.

3. OBJECTIVE OF THE POLICY

MSPL, being a listed entity is obligated to comply with the disclosure requirements under the Regulation 30 of the SEBI-LODR. The primary objective of the Policy is to determine the events or information which in the opinion of the Board of Directors is material, considering the criteria mentioned in the Regulation 30(4)(i) of the SEBI-LODR and needs to be disclosed to the Stock Exchanges in the timeframe provided therein.

The Policy intends to provide guidance to the Board of Directors, Key Managerial Personnel and other employees of the Company in understanding and making decisions about disclosure of such events or information which may materially affect the performance/operation of the Company and thereby the prices of the listed securities of the Company. Further, the Policy is designed for systematic identification, categorization, review and disclosure to the stock exchanges and hosting on the Company’s website and regular updation of the events/ information which may have material bearing on the performance /operation of the Company and as a result, affect the market prices of the listed securities of the Company.

Words/Expressions used but not defined in the Policy shall have the same meaning as assigned to them in the SEBI-LODR or any modification thereto.

4. DEFINITIONS

“Audit Committee” means the Audit Committee as constituted from time to time by the Board of Directors of the Company.

“Board of Directors” means the Board of Directors of MSP Steel (MSPL) as constituted from time to time.

“Company” means MSP Steel (MSPL).

“Key Managerial Personnel”(KMP) means and includes Managing Director, Whole-time Directors Chief Financial officer and Company Secretary of the Company, in accordance with Section 2(51) of the Companies Act, 2013 who may be authorized (jointly and/or severally) to determine the material events or information for disclosing to Stock Exchanges from time to time and for making disclosures to Stock Exchanges under the Regulation 30 of SEBI-LODR.

“Policy” shall mean this Policy for determining materiality of events/information for disclosure to Stock Exchanges and as amended from time to time.

“SEBI-LODR” means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

“Materiality of events” means all material events as specified in Category –C of Clause 6 of this Policy as determined by the Company following the (Listing Obligations and Disclosure Requirements) Regulations, 2015.

5. PERSONS RESPONSIBLE FOR DISCLOSURE

Pursuant to Regulation 30(5), the Board of Directors have authorized following Key Managerial Personnel of the Company being Managing Director, the Chief Financial Officer and the Company Secretary (“Authorised Persons”), for the purpose of determining materiality of an event or information and making disclosure to stock exchanges.

The Authorised Persons shall have the following powers and responsibilities for determining material events or information within the Company:

1. To review and assess the materiality of an event that may qualify as ‘material’ and may require disclosure, on the basis of facts and circumstances prevailing at that point in time.

2. To make required disclosures within the stipulated time of actual occurrence of an event or information, after ascertaining facts.

3. To disclose material events or information with respect to the subsidiaries of the Company.

6. CATEGORIES FOR EVENTS/ INFORMATION

Category-A

In terms of Regulation 30(2) (Sub Para 4 of Para A of Part A of Schedule-III) of SEBI-LODR, the following events/information shall be disclosed within 30 minutes of the conclusion of the Meeting of the Board of Directors where the relevant event/information is considered by the Board:

1. dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched;
2. any cancellation of dividend with reasons thereof;
3. thedecisiononbuybackofsecurities;
4. thedecisionwithrespecttofundraisingproposedtobeundertaken
5. increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched;
6. reissueofforfeitedsharesorsecurities,ortheissueofsharesorsecuritiesheldinreservefor future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to;
7. short particulars of any other alterations of capital, including calls;

viii.financial results;
ix. decisiononvoluntarydelistingbytheCompanyfromstockexchange(s).

Category-B

In terms of Regulation 30(2) (Para A of Part A of Schedule-III) of SEBI-LODR, the following events/information shall be disclosed not later than 24 hours of the occurrence of the event without any application of the guidelines for materiality specified herein in accordance with sub-regulation (4) (i) of the Regulation 30:

(i.) Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the Company or any other restructuring.

For the purpose of the above sub-para, the word “acquisition” shall mean-

1. a)  acquiring control, whether directly or indirectly; or,
2. b)  acquiring or agreeing to acquire shares or voting rights in, a company, whether directly or indirectly, such that –

1. the Company holds shares or voting rights aggregating to five per cent or more of the shares or voting rights in the said company; or
2. there has been a change in holding from the last disclosure made under sub-clause (I) above and such change exceeds two per cent of the total shareholding or voting rights in the said company.

(ii) Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities, etc.

(iii) Revision in Rating(s).

(iv) Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that it impacts management and control of the Company), agreement(s)/treaty(ies)/contract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof.

(v) Fraud/defaults by promoter or key managerial personnel or by the Company or arrest of key managerial personnel or promoter.

(vi) Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer, Company Secretary, etc.), Auditor and Compliance Officer.

(vii) Appointment or discontinuation of share transfer agent.

(viii) Corporate debt restructuring.

(ix) One time settlement with a bank.

(x) Reference to BIFR and winding-up petition filed by any party /creditors.

(xi) Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the Company.

(xii) Proceedings of Annual and extraordinary general meetings of the Company.
(xiii) Amendments to memorandum and articles of association of the Company, in brief.

(xiv) Schedule of Analyst or institutional investor meet and presentations on financial results made by the Company to analysts or institutional investors;

Category-C

In terms of Regulation 30(3) (Para B of Part A of Schedule-III) of SEBI-LODR, the following events/information shall be disclosed not later than 24 hours of the occurrence of the event subject to the Materiality of Event to be determined by the Company based on the application of the criteria for Materiality as specified in para 7 below in accordance with sub-regulation (4)(i) of the Regulation 30:

1. Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division.
2. Change in the general character or nature of business brought about by arrangements for strategic, technical, manufacturing, or marketing tie-up, adoption of new lines of business or closure of operations of any unit/division (entirety or piecemeal).
3. Capacityadditionorproductlaunch.
4. Awarding,bagging/receiving,amendmentorterminationofawarded/baggedorders/contracts not in the normal course of business.
5. Agreements (viz. loan agreement(s) (as a borrower) or any other agreement(s) which are binding and not in normal course of business) and revision(s) or amendment(s) or termination(s) thereof.
6. Disruption of operations of any one or more units or division of the Company due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lock outs, etc.
7. Effect(s) arising out of change in the regulatory frame work applicable to the Company.

viii.Litigation(s) / dispute(s) / regulatory action(s) with impact.

9. Fraud/defaults etc. by directors (other than key managerial personnel) or employees of the Company.
10. Options to purchase securities including any ESOP/ESPS Scheme.
11. Givingofguaranteesorindemnityorbecomingasuretyforanythirdparty.
12. Granting, withdrawal, surrender, cancellation or suspension of key licenses or regulatory approvals.

Category- D

In terms of Para C of Part A of Schedule-III of SEBI-LODR any other information/event viz. major development that is likely to affect business shall be disclosed not later than 24 hours of the occurrence of the event e.g. emergence of new technologies; expiry of patents; and any change of accounting policy that may have a significant impact on the accounts, etc. and brief details thereof and any other information which is exclusively known to the Company which may be necessary to enable the holders of securities of the Company to appraise its position and to avoid the establishment of a false market in such securities.

Further in terms of Regulation 30(12) of the SEBI-LODR in case where an event occurs or any information is available with the Company, which has not been indicated above in category A or category B or category C but which may have material effect on it, the Company is required to make adequate disclosures in regard thereof.

Category – E

The Board of Directors/Competent Authority shall without prejudice to the generality of provisions specified above, may disclose any other event/information within the prescribed time as required by the SEBI.

7. Criteria For Determining Materiality For Disclosure Of Events/ Information Listed Under Category C Above.

I. The following criteria shall be followed for determination of Materiality of events/information listed under Category ‘C’ above:

1. (a)  the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or
2. (b)  the omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date;
3. (c)  in case where the criteria specified in sub-clauses (a) and (b) above are not applicable, an event/information may be treated as being material if in the opinion of the Board of Directors of the Company/Competent Authority, the event / information is considered material.

II. In addition to the above, the Board of Directors/Competent Authority (as defined herein below) may consider the impact on the following parameters for determination of materiality of an event:

(a) Cash flow position
(b) Credit worthiness
(c) Volume and scope of operations (d) Revenue

(e) Employee retention and attrition
(f) Workersagitationincludingcasesofstrikes,lockouts,etc.
(g) Factors affecting the market price or the volume of securities listed on stock exchange(s). (h) Parameters which may affect the goodwill of the Company.

However, the limit, if any, for each of the above mentioned parameters may be decided by the Board of Directors/Competent Authority.

8. PROCEDURE FOR DISCLOSURE

1. Any event or information falling under Regulation 30 of SEBI Regulations shall be informed to the Authorised Person(s) promptly upon occurrence, with adequate supporting data/information, to facilitate a prompt and appropriate disclosure to the stock exchange
2. Any other event, even if not covered under the SEBI Regulations but is potentially of price sensitive nature, must also be informed for further evaluation, to the Authorised Persons.
3. TheAuthorisedPersonswillascertainthematerialityofeventsorinformationconsideringtheir nature and relevant impact in terms of discontinuity of market information and significant market reaction in case of omission. The respective departments shall assist the Authorised Persons in this assessment
4. Afterevaluation,theAuthorisedPersonsshallissueasuitabledisclosuretotheStockExchanges in consultation with the Managing Director and in his absence, CFO and Company Secretary, pursuant to Regulation 30 of the Regulations.

9. CONTACT DETAILS OF COMPETENT AUTHORITY

The Managing Director, CFO & Company Secretary are designated as Competent Authority by the Board of Directors, who are jointly and/or severally authorized on behalf of the Company to determine whether the event / information is material or not for disclosure to the Stock Exchanges in accordance with this Policy.

Their contact details are as under :

Name : Mr. Saket Agrawal

Designation : Managing Director

Official Address: 16/S Block-A, New Alipore, Kolkata-700 053

Email – This email address is being protected from spambots. You need JavaScript enabled to view it. Phone – 033-4005 7777

Name : Mr. Kamal Kumar Jain
Designation : Chief Financial Officer
Official Address: 16/S Block-A, New Alipore, Kolkata-700 053. Email – This email address is being protected from spambots. You need JavaScript enabled to view it.
Phone – 033-4005 7777

Name : Ms. Shreya Kar
Designation : Company Secretary
Official Address: 16/S Block-A, New Alipore, Kolkata-700 053. Email – This email address is being protected from spambots. You need JavaScript enabled to view it.
Phone – 033-4005 7777

10. DELAY IN DISCLOSURES/UPDATION/REPLIES TO THE STOCK EXCHANGE(S)

1. (a)  In case any disclosure of any event or information required to be made in accordance with this Policy is made to the Stock Exchange(s) after twenty-four (24) hours of occurrence of such event or information, the Company shall along with such disclosure(s) provide an explanation for the delay.
2. (b)  Any event/information which has been disclosed to the Stock Exchange(s) in accordance with this Policy shall be updated regularly on the basis of any material development till the event is resolved/closed with relevant explanations.
3. (c)  The Company shall provide specific and adequate reply to all queries raised by any Stock Exchange(s) with respect to any events or information.

11. UPDATION OF COMPANY’S WEBSITE AND DISCLOSURES TO STOCK EXCHANGE(S)

The Company shall update all disclosures of events made under the Policy to the Stock Exchange(s) on its website and such disclosures shall be continued to be hosted on the website of the Company for a minimum period of five years and thereafter as per the Archival Policy of the Company, as disclosed on the website.

12. DISCLOSURE OF EVENTS / INFORMATION ON SUBSIDIARIES

The Company shall disclose such events/information about the subsidiary companies which are considered material in nature for the Company by the Board/ Competent Authority.

13. COMPLIANCE OFFICER

The Company Secretary shall be the Compliance Officer for the purpose of complying with the provisions of the SEBI-LODR and shall ensure overall compliance of this Policy, including making disclosure to the Stock Exchange(s) of event/ information as approved by the Board of Directors/ Competent Authority.

14. POLICY REVIEW

In case of any subsequent changes in the provisions of the Regulations or any other regulations which makes any of the Clauses/provisions in the Policy inconsistent with the Regulations, the provisions of the Regulations would prevail over the Policy and the Clauses/provisions in the Policy would be deemed to be modified accordingly. The Board also, at its discretion, has the power to review and revise the Policy

COMPOSITION OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS

Audit Committee of the Board-

Name	Position held	Category
Mrs. Suneeta Mohanty	Chairman	Audit Committee
Mr. Navneet Jagatramka	Member	Non-Executive Independent Director
Mr. Kapil Deo Pandey	Member	Non-Executive Independent Director
Mr. Saket Agrawal	Member	Executive Director

 

Corporate Social Responsibility-

Name	Position Held	Category
Mr. Manish Agrawal	Chairman	Non- Executive Director
Mr. Saket Agrawal	Member	Executive Director
Mr. Kapil Deo Pandey	Member	Non-Executive Independent Director

 

Nomination and Remuneration Committee-

Name	Position held	Category
Mr. Kapil Deo Pandey	Chairman	Non-Executive Independent Director
Mr. Navneet Jagatramka	Member	Non-Executive Independent Director
Mr. Manish Agrawal	Member	Non- Executive Director

 

Stakeholders’ Relationship Committee-

Name	Position held	Category
Mr. Kapil Deo Pandey	Chairman	Non-Executive Independent Director
Mr. Saket Agrawal	Member	Executive Director
Mr. Manish Agrawal	Member	Non- Executive Director

SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (LODR) Regulation 30 – Authorisation for Disclosure of events or information

Pursuant to Regulation 30(5) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Contact details of the authorized key managerial personnel for the purpose of determining the materiality of an event or information and for the purpose of making disclosures to the Stock Exchanges, are as follows:

Sr.No.	Name of Key Managerial Personnel	Designation	Contact details
1.	Mr. Saket Agrawal	Managing director	This email address is being protected from spambots. You need JavaScript enabled to view it. Tel :+91 (033) 4005 7777
2.	Mr. Kamal Kumar Jain	Chief Financial Officer	This email address is being protected from spambots. You need JavaScript enabled to view it. Tel :+91 (033) 4005 7777
3.	Ms. Shreya Kar	Company Secretary	This email address is being protected from spambots. You need JavaScript enabled to view it. Tel :+91 (033) 4005 7777

PRIVACY POLICY

This privacy policy has been compiled to better serve those who are concerned with how their ‘Personally Identifiable Information’ (PII) is being used online. PII, as described in US privacy law and information security, is information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context. Please read our privacy policy carefully to get a clear understanding of how we collect, use, protect or otherwise handle your Personally Identifiable Information in accordance with our website.

What personal information do we collect from the people that visit our blog, website or app?

When ordering or registering on our site, as appropriate, you may be asked to enter your or other details to help you with your experience.

When do we collect information?

We collect information from you when you register on our site, place an order, Use Live Chat, Open a Support Ticket or enter information on our site.

How do we use your information?

We may use the information we collect from you when you register, make a purchase, sign up for our newsletter, respond to a survey or marketing communication, surf the website, or use certain other site features in the following ways:

•  To contact you via email, sms, phone to deliver certain service requests, booking service information you have requested.
• To personalize your experience and to allow us to deliver the type of content and product offerings in which you are most interested.
• To improve our website in order to better serve you.
• To allow us to better service you in responding to your customer service requests.
• To administer a contest, promotion, survey or other site feature.
• To quickly process your transactions.
• To ask for ratings and reviews of services or products
• To follow up with them after correspondence (live chat, email or phone inquiries)

How do we protect your information?

Our website is scanned on a regular basis for security holes and known vulnerabilities in order to make your visit to our site as safe as possible.
We use regular Malware Scanning.
Your personal information is contained behind secured networks and is only accessible by a limited number of persons who have special access rights to such systems, and are required to keep the information confidential. In addition, all sensitive/credit information you supply is encrypted via Secure Socket Layer (SSL) technology.

We implement a variety of security measures when a user places an order enters, submits, or accesses their information to maintain the safety of your personal information.

All transactions are processed through a gateway provider and are not stored or processed on our servers.

Do we use ‘cookies’?

Yes. Cookies are small files that a site or its service provider transfers to your computer’s hard drive through your Web browser (if you allow) that enables the site’s or service provider’s systems to recognize your browser and capture and remember certain information. For instance, we use cookies to help us remember and process the items in your shopping cart. They are also used to help us understand your preferences based on previous or current site activity, which enables us to provide you with improved services. We also use cookies to help us compile aggregate data about site traffic and site interaction so that we can offer better site experiences and tools in the future.

We use cookies to:

“Key Managerial Personnel”(KMP) means and includes Managing Director, Whole-time Directors Chief Financial officer and Company Secretary of the Company, in accordance with Section 2(51) of the Companies Act, 2013 who may be authorized (jointly and/or severally) to determine the material events or information for disclosing to Stock Exchanges from time to time and for making disclosures to Stock Exchanges under the Regulation 30 of SEBI-LODR.

• Help remember and process the items in the shopping cart.
• Understand and save user’s preferences for future visits.
• Compile aggregate data about site traffic and site interactions in order to offer better site experiences and tools in the future. We may also use trusted third-party services that track this information on our behalf.

You can choose to have your computer warn you each time a cookie is being sent, or you can choose to turn off all cookies. You do this through your browser settings. Since browser is a little different, look at your browser’s Help Menu to learn the correct way to modify your cookies.

If users disable cookies in their browser:

If you turn cookies off it will turn off some of the features of the site.

Third-party disclosure

We do not sell, trade, or otherwise transfer to outside parties your Personally Identifiable Information unless we provide users with advance notice. This does not include website hosting partners and other parties who assist us in operating our website, conducting our business, or serving our users, so long as those parties agree to keep this information confidential. We may also release information when it’s release is appropriate to comply with the law, enforce our site policies, or protect ours or others’ rights, property or safety.

However, non-personally identifiable visitor information may be provided to other parties for marketing, advertising, or other uses.

Third-party links

Occasionally, at our discretion, we may include or offer third-party products or services on our website. These third-party sites have separate and independent privacy policies. We therefore have no responsibility or liability for the content and activities of these linked sites. Nonetheless, we seek to protect the integrity of our site and welcome any feedback about these sites.

Google

Google’s advertising requirements can be summed up by Google’s Advertising Principles. They are put in place to provide a positive experience for users. https://support.google.com/adwordspolicy/answer/1316548?hl=en
We have not enabled Google AdSense on our site but we may do so in the future.

California Online Privacy Protection Act

CalOPPA is the first state law in the nation to require commercial websites and online services to post a privacy policy. The law’s reach stretches well beyond California to require any person or company in the United States (and conceivably the world) that operates websites collecting Personally Identifiable Information from California consumers to post a conspicuous privacy policy on its website stating exactly the information being collected and those individuals or companies with whom it is being shared. – See more at: http://consumercal.org/california-online-privacy-protection-act-caloppa/#sthash.0FdRbT51.dpuf

According to CalOPPA, we agree to the following:

Users can visit our site anonymously.
Once this privacy policy is created, we will add a link to it on our home page or as a minimum, on the first significant page after entering our website.
Our Privacy Policy link includes the word ‘Privacy’ and can easily be found on the page specified above.

You will be notified of any Privacy Policy changes:

• On our Privacy Policy Page

Can change your personal information:

• By logging in to your account

How does our site handle Do Not Track signals?

We honor Do Not Track signals and Do Not Track, plant cookies, or use advertising when a Do Not Track (DNT) browser mechanism is in place.

Does our site allow third-party behavioral tracking?

It’s also important to note that we do not allow third-party behavioral tracking

COPPA (Children Online Privacy Protection Act)

When it comes to the collection of personal information from children under the age of 13 years old, the Children’s Online Privacy Protection Act (COPPA) puts parents in control. The Federal Trade Commission, United States’ consumer protection agency, enforces the COPPA Rule, which spells out what operators of websites and online services must do to protect children’s privacy and safety online.
We do not specifically market to children under the age of 13 years old.

Fair Information Practices

The Fair Information Practices Principles form the backbone of privacy law in the United States and the concepts they include have played a significant role in the development of data protection laws around the globe. Understanding the Fair Information Practice Principles and how they should be implemented is critical to comply with the various privacy laws that protect personal information.
In order to be in line with Fair Information Practices we will take the following responsive action, should a data breach occur:
We will notify you via email

• Within 7 business days

We also agree to the Individual Redress Principle which requires that individuals have the right to legally pursue enforceable rights against data collectors and processors who fail to adhere to the law. This principle requires not only that individuals have enforceable rights against data users, but also that individuals have recourse to courts or government agencies to investigate and/or prosecute non-compliance by data processors.

CAN SPAM Act

The CAN-SPAM Act is a law that sets the rules for commercial email, establishes requirements for commercial messages, gives recipients the right to have emails stopped from being sent to them, and spells out tough penalties for violations.

We collect your email address in order to:

To be in accordance with CANSPAM, we agree to the following:

If at any time you would like to unsubscribe from receiving future emails, you can email us at

and we will promptly remove you from ALL correspondence.

Contacting Us

If there are any questions regarding this privacy policy, you may contact us using the information below.
www.mspgroup.com

Address:16/S Block- A, New Alipore Kolkata-700053

Mail id : This email address is being protected from spambots. You need JavaScript enabled to view it.

Last Edited on 2018-09-13

CORPORATE SOCIAL RESPONSIBILITY POLICY

A. BACKGROUND

In compliance with the requirements of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, MSP Steel & Power Limited (‘MSPL’ or ‘the Company’) is, inter alia, required to:

• Constitute a Board Committee to formulate and recommend to the Board a Corporate Social Responsibility (CSR) Policy, recommend the amount of CSR expenditure and monitor the CSR activities of the Company from time to time.
• Ensure that the Company spends, in every financial year, at least two per cent of the average Net Profits before Tax (PBT) of the Company, made during the three immediately preceding financial years, in pursuance of its CSR Policy.

B. PHILOSOPHY

 Corporate Social Responsibility (CSR) is a public spirited cause that has been well introduced by the new Companies Act 2013. Through the CSR there is a formation of a dynamic relationship between a company on one hand and the society and environment on the other. CSR is traditionally driven by a moral obligation and philanthropic spirit. The main responsibilities of the Company towards society at large are to eradicate hunger, poverty and malnutrition; promote preventive health care and sanitation and making available safe drinking water, promoting gender equality and empowering women.

C. OUR VISION

 

1. Company understands the need of promoting social well being of the weaker section of the society. As a part of initiative under Corporate Social Responsibility the Company has undertaken various projects to promote health, growth development and education in the rural areas.

2. The Company completely endorses reliability. It is committed to conduct business in a true, fair and ethical manner and takes up the responsibility to create a good impact in the society it

belongs.

3. The Company is committed towards improving the quality of lives of people in the communities in which it operates because, the society is an essential stakeholder and the purpose of its existence. The Company believes that giving back to the society through CSR activities is its moral duty.

3. The Company aims to fulfill the requirements laid down under the Companies Act, 2013 and act diligently to comply with all its Rules and Regulations on CSR.

D. APPLICABILITY OF THE POLICY

1. The Company’s CSR Policy has been developed in conformity with the provisions of Section 135

of the Companies Act, 2013 (referred to as the Act in this Policy) and in accordance with the CSR

Rules (hereby referred to as the Rules) notified by the Ministry of Corporate Affairs, Government

of India.

2. This Policy shall apply to all CSR initiatives and activities taken up at the various locations in India, preferably in the vicinity where the Company carries out its business operations and for the benefits of different segments of the society, specifically the deprived and under‐privileged.

E. SCOPE OF CSR ACTIVITIES

To this extent, the Company will support or undertake measures by established and reputed agencies and Non-Government Organisations, Central and State Governments and other agencies or the Company itself, for:

• Eradication of hunger, poverty and malnutrition
• Promote health care facilities including preventive health care
• Implementation of measures for reducing inequality faced by socially and economically backward groups
• Promoting sanitation
• Making available safe drinking water
• Promoting education including special education and skill development
• Promoting employment enhancing vocational skill among citizens including children, women, elderly, differently abled persons
• Promoting livelihood enhancement projects
• Promoting gender equality and empowerment of women
• Promoting setting up of homes for women and orphans, old age homes, day care centres and such other facilities for senior citizens
• Ensuring environmental sustainability, environmental balance, protection of flora and fauna, animal welfare, agro-forestry, conservation of natural resources and maintaining quality of soil, air and water
• Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art, promotion and development of traditional arts and handicrafts
• Setting up and running of public libraries
• Measure for benefit of armed forces veterans, war widows and their dependants
• Promotion of rural sports and training for nationally recognised sports, Paralympic sports and Olympic sports
• Contribution to the Prime Minister’s National Relief Fund or Prime Minister’s Citizens Assistance and Relief in Emergency Situations Fund (PM Cares Fund) and any other Fund set up by the Central Government for socio economic development and relief and welfare of the scheduled castes, scheduled tribes, other backward classes, minorities and women
• Providing funds to technology incubators located within academic institutions which are approved by the Central Government including contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and Technology (DST); Department of Pharmaceuticals; Ministry of Electronics and Information Technology and other bodies, namely Defence Research and Development Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine aimed at promoting Sustainable Development Goals (SDGs).
• Promotion and setting up of Rural Development Projects
• Promotion of sporting activities
• Promotion of cultural activities
• Support to well-known charitable institutions
• Support to infrastructural facilities of establishments for public services such as Fire Stations and hospitals, institutions including schools and colleges, research and scientific institutions, organisations for promoting sports, art and culture, run or supported by the Government or by reputed NGOs.
• To undertake or support any activity for common good and benefit of the society and its people, promotion of inclusive growth and equitable development and enhancement of human development index including but not limited to development of infrastructure, housing and habitation, energy efficiency, education, roads including traffic management, healthcare, sewerage, beautification of surroundings, waste management, water conservation, community development, etc.

While the Company pledges to encourage its employees towards participation in varied CSR activities that the Company undertakes, activities undertaken in the normal course of business of the Company or only for benefit of the employees and their families shall not qualify as CSR under this Policy, except as may be permissible under applicable laws. In this regard, activities benefitting employees of the Company as defined in clause (k) of Section 2 of the Code on Wages 2019 shall also not be considered as CSR under this Policy. However, if employees and their families get benefits by an activity which is largely meant for the outside community or society, then such activity, if otherwise qualified, will count as a CSR activity. It is further clarified that the Company shall also not undertake any activity in fulfilment of any other statutory obligations under any law in force in India, as a CSR activity.

The composition of the CSR Committee, the CSR Policy and CSR Projects approved by the Board of Directors shall be disclosed on the website of the Company for public access. A summary of the impact assessment report for the CSR related project undertaken by the Company in each Financial Year shall also be provided in the Company’s website.

F. CORPORATE SOCIAL RESPONIBILITY COMMITTEE COMPOSITION AND ROLE:

A CSR Committee comprising of 3 (three) or more directors out of which at least 1 (one) director will be an independent director who shall work in coordination with directions given by the Board of Directors of the Company. Such CSR Committee may be reconstituted from time to time as per the requirement of applicable laws. Role of the CSR Committee shall include inter alia the following:

• Recommend, formulate and conduct CSR activities approved by the Board of Directors of the Company and ensure compliance of such CSR activities with the provisions of Schedule VII of the Companies Act 2013.
• Review, allocate, approve and recommend the budget for the CSR expenditures to be undertaken by the Company on an annual basis.
• Monitoring compliance of the CSR Policy and the expenditures incurred on CSR activities.
• The list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act and the Rules made thereunder as amended from time to time;
• In case any of the CSR Activities to be undertaken are anticipated to be long term i.e. an ongoing project being for a term of 3 (three) years excluding the financial year in which it has commenced, then an estimate on implementation schedule or milestones should be submitted by the CSR Committee to the Board of Directors.
• The manner of execution of such projects or programmes as specified above.

The Company shall ensure that its CSR Committee will oversee the implementation of the various CSR activities and projects undertaken by the Company, in compliance with the provisions of Section 135 of the Companies Act 2013 and the rules framed thereunder.

The Members of the CSR  Committee are comprises of the following:

a. Mr. Kapil Deo Pandey - Chairman

b. Mr. Saket Agrawal - Member

c. Mr. Manish Agrawal – Member

G. RESPONSIBILITIES OF THE BOARD

 

The board of directors of the Company shall:

• Form a CSR Committee and disclose the composition of the CSR Committee (as set out above).
• Approve the CSR Policy after taking into account the recommendations made by the CSR Committee.
• Place the CSR Policy on the Company’s website.
• Ensure implementation of the activities under CSR Policy.
• Ensure expenditure of requisite amount on CSR every year as per law.
• Disclose reasons for not spending the amount (if applicable) in the Annual Report to the shareholders of the Company.
• Ensure that the funds so disbursed have been utilized for the purposes and in the manner as approved by Board / CSR Committee and the Chief Financial Officer shall certify to the effect.
• Approve transfer of unspent CSR Amount in accordance with the law, if applicable.
• The Board shall also ensure that the CSR activities are undertaken by the Company itself or through
• a company established under section 8 of the Act, or a registered public trust or a registered society, registered under section 12A and 80 G of the Income Tax Act, 1961 (43 of 1961), established by the Company, either singly or along with any other company, or
• a company established under section 8 of the Act or a registered trust or a registered society, established by the Central Government or State Government; or
• any entity established under an Act of Parliament or a State legislature; or
• a company established under section 8 of the Act, or a registered public trust or a registered society, not referred to above, registered under section 12A and 80G of the Income Tax Act, 1961, and having an established track record of at least 3 (three) years in undertaking similar activities.

Every entity as covered above, who intends to undertake any CSR activity, shall register itself with the Central Government by filing the form CSR-1 electronically with the Registrar (or such other form or document as may be required), for projects or programmes approved, with effect from 1st April 2021.

The Company may engage international organisations for designing, monitoring and evaluation of the CSR projects or programmes as per its CSR policy as well as for capacity building of their own personnel for CSR. The Company may also collaborate with other companies for undertaking projects or programmes or CSR activities in such manner as prescribed under the law. The Board shall satisfy itself that the funds so disbursed have been utilised for the purposes and in the manner as approved by it. The Chief Financial Officer of the Company shall certify to this effect.

H. PARTNERSHIPS AND COLLABORATIONS

Collaborative partnerships shall be formed with the internal as well as external stakeholders which shall include the Government, the village panchayats, NGOs, the District Authorities, international organisations and other likeminded stakeholders. Company may join hands with external experts and organizations with an established track record who have done work or are capable of doing work in the areas identified by the Company as CSR initiatives.

I. ANNUAL ACTION PLAN

The CSR Committee shall be responsible for formulating and recommending a CSR annual action plan, which shall include:

• the list of approved CSR projects and programmes of the Company that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;
• the manner of execution of such projects or programmes;
• the modalities of utilisation of funds and implementation schedules for the projects or programmes;
• monitoring and reporting mechanism for the projects or programmes;
• details of need and impact assessment, if any, for the projects undertaken by the Company;

J. GENERAL

In case of any doubt with regard to any provision or interpretation of the policy or in relation to any matter not covered herein, a reference shall be made to the CSR Committee. In all such matters, the interpretation and decision of the Committee shall be final. Any or all provisions of the CSR Policy would be subject to revision/amendment in accordance with the guidelines on the subject as may be issued from Government, from time to time. The Company is committed to continuously reviewing and updating the policies and procedures. Therefore, this policy is subject to modification.

The Board of Directors of the Company reserves the right to modify, add, or amend any of these Policy Rules/Guidelines from time to time, as it may think fit, based on the recommendation of the CSR Committee. Any changes/ modifications to the CSR Policy shall be immediately updated on the website.

Remuneration Policy

Pursuant to the Companies Act, 2013 (“the Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Remuneration Committee is to recommend to the Board a policy relating to the remuneration of the Directors, Key Management Personnel and other employees.

PREAMBLE

In terms with the provisions of the Section 178 and all other sections, if applicable, of the Companies Act, 2013 read with relevant Rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 MSP Steel (‘The Company’) on the recommendation of the Nomination & Remuneration Committee of the Board lay down a policy for:

• identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
• the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.
• lay down criteria for evaluation of Directors (including both Executive and Non-executive Directors) and the Board.
• devise a policy on Board diversity.

The company thus has adopted this Nomination & Remuneration policy incorporating all above mentioned points for the Directors, Key Managerial Personnel and senior management.

DEFINITIONS

1. “Act” means Companies Act, 2013 and the Rules made thereunder, including any modifications, amendments, clarifications, circulars or re-enactments thereof.
2. “Key Managerial Personnel” mean personnel in line with the provisions of Section 203 of the Companies Act, 2013 and the Rules framed there under.

• “Company” means MSP Steel
• “Committee” or “Nomination & Remuneration Policy’ means committee of the Board of Directors of the Company

1. “Senior Management” shall mean personnel of the Company who are members of its core management team excluding Board of Directors. Normally, this would comprise all members of management one level below the Executive Directors, including all functional head
2. “Board of Directors” consists of the Chairman, Executive Directors, Non-Executive Directors including Independent Directors

• “Independent Director” means a Director referred to in Section 149 (6) of the Companies Act, 2013.

APPLICABILITY

This policy is applicable to:

• The Board Members including Independent Directors
• Key Managerial Personnel
• Senior Managerial Personnel of the Company.

DIVERSITY OF THE BOARD

The Company recognises and embraces the benefits of having a diverse Board of Directors and sees increasing diversity at Board level as an essential element in maintaining a competitive advantage in the complex business that it operates. It is recognised that a Board composed of appropriately qualified people with broad range of experience relevant to the business of the Company is important to achieve effective corporate governance and sustained commercial success of the Company. A truly diverse Board will include and make good use of differences in the skills, regional and industry experience, background, race, gender and other distinctions amongst Directors. These differences will be considered in determining the optimum composition of the Board and when possible should be balanced appropriately. At a minimum, the Board of the Company shall consist of at least one Woman Director. All Board appointments are made on merit, in the context of the skills, experience, independence, knowledge and integrity which the Board as a whole requires to be effective.

POLICY

Appointment of Managerial Personnel, Director, KMP and Senior Management:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Managerial Personnel, Director or KMP or Senior Management and recommend to the Board his /her appointment.
2. A person should possess adequate qualification, expertise and experience for the position he /she is considered for appointment. The Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.
3. Appointment of Independent Directors is also subject to compliance of provisions of Section 149 of the Companies Act, 2013, read with Schedule IV and Rules thereunder and the Listing Regulations.

TERM/TENURE

1. Managing director, Whole-time Director or Manager

The Company shall appoint or re-appoint any person as its Managerial Personnel for a term not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

The Company shall not appoint or continue the employment of any person as Managing Director, Whole-time Director or Manager who is below the age of twenty-one years or has attained the age of seventy years. However appointment of a person who has attained the age of seventy years may be made by passing a special resolution and complying with the provisions of the Companies Act, 2013 read with the relevant Rules Made thereunder.

• Independent Director

An Independent Director shall hold office for a term up to five consecutive years on the Board of a company, but shall be eligible for reappointment on passing of a special resolution by the Company and disclosure of such appointment in the Board’s report.

Further no Independent Director shall hold office for more than two consecutive terms, but such independent director shall be eligible for appointment after the expiration of three years of ceasing to become an Independent Director.

Provided that an Independent Director shall not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or indirectly.

At the time of appointment of Independent Director, it should be ensured that number of Boards on which such Independent Director serves is restricted to seven listed companies as an Independent Director (including MSP Steel) and three listed companies (Including MSP Steel) as an Independent Director in case such person is serving as a Whole-time Director of a listed company.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR IS AS FOLLOW-

QUALIFICATION

The Independent Director will at least be a graduate. However, more emphasis will be given on experience, expertise, track record and reputation of an Independent Director.

POSITIVE ATTRIBUTES

An Independent Director should be able to assist the Board, have a good working relationship with other Board members and contribute to the Board's working relationship with the senior management of the Company. The person should be forward looking, ethical and law abiding.

INDEPENDENCE STANDARDS

The candidate shall be evaluated based on the criteria provided under the applicable laws including Companies Act, 2013 read with Rules thereon and the Listing Regulations. In addition to applying these guidelines, the Board will consider all relevant facts and circumstances in making its determination relative to a Director's independence.

The Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board for every appointment of an independent director. For the purpose of identifying suitable candidates the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

DEALING WITH RELATED PARTIES

The Company shall not enter into any contract or arrangement with a Related Party without the approval of the Audit Committee.

INDEPENDENCE REVIEW PROCEDURES

1. Annual Review

The director's independence for the independent director will be determined by the Board on an annual basis upon the declarations made by such Directors as per the provisions of the Companies Act, 2013 read with Rules thereon and the Listing Regulations.

2. Notice of Change of Independent Status

Each Director has an affirmative obligation to inform the Board of any change in circumstances that may put his or her independence at issue.

However the appointment of Managing director, Whole-time Director, manager or an Independent Director in addition to the above criteria shall also comply the provisions of the Companies Act, 2013 read with relevant Rules made thereunder, the Listing Regulations including any statutory modification or re-enactment made or to be made in the future.

REMUNERATION

Remuneration to the Managing Director, Whole-time Director and Manager

The terms and conditions of appointment and remuneration payable to a Managing Director and Whole-time Director(s) shall be recommended by the Nomination and Remuneration Committee to the Board for its approval which shall be subject to approval by shareholders at the next general meeting of the Company and by the Central Government in case such appointment is at variance to the conditions specified in Schedule V to the Companies Act, 2013.

The Executive Directors may be paid remuneration either by way of a monthly payment or at a specified percentage of the net profits of the Company or partly by one way and partly by the other.

The remuneration and commission to be paid to the Whole-time Director/ Managing Director/ Manager/Executive Chairman shall be in accordance with the percentage/slabs/conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013, and the Rules made thereunder.

Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

Any Director who is in receipt of any commission from the Company and who is a Managing or Whole-time Director of the Company shall not be disqualified from receiving any remuneration or commission from any holding company or subsidiary company of such company subject to its disclosure by the Company in the Board’s report.

Annual Increments to the Managing/ Whole-time Director(s) shall be within the slabs approved by the Shareholders. Increments shall be decided by the Nomination and Remuneration Committee at times it desires to do so but preferably on an annual basis.

However any Director who is in receipt of any commission from the company and who is a Managing or Whole-time Director of the Company shall not be disqualified from receiving any remuneration or commission from any holding company or subsidiary company of such company subject to its disclosure by the Company in the Board’s report.

If in any financial year a Company has no profits or inadequate profits, the Company shall not pay to its Directors including Managing Director or Whole-time Director or Manager, by way of remuneration any sum exclusive of any fees payable to Directors under sub-section 5 of section 197 of the Act except in accordance with the provisions of Schedule V of the Act and the approval of the Central Government, wherever required, in such manner as may be provided therein.

Remuneration of Non-Executive Directors

A Non- executive Director may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose whatsoever as may be decided by the Board. Provided that the amount of such fees shall not exceed rupees one lacs per meeting of the Board or Committee thereof.

An Independent Director shall not be entitled to any stock option and may receive remuneration by way of fee in conformity with the provisions of the Act, reimbursement of expenses for participation in the Board and other meetings and profit related commission as may be approved by the shareholders as recommended by the Committee and the Board.

EVALUATION AND REMOVAL 

Evaluation Process

The Committee shall carry out evaluation of performance of every Managerial Personnel, Director, KMP and Senior Management on annual basis.

The Committee will be responsible for the distribution of the evaluation forms on annual basis. The Committee will conduct or oversee the ministerial duties to prepare, send, collect and tabulate the evaluation form and schedule conference calls or necessary meetings to facilitate the evaluation. The Chairperson of the Committee may delegate this responsibility to the Company Secretary

Further the Committee shall formulate and recommend to the Board a policy for a performance evaluation policy to evaluate the performance of the Independent Directors and Non Independent Directors of the Company.

Removal

The Committee may recommend, to the Board with reasons recorded in writing, removal of a Managerial Personnel, Director, KMP or Senior Management subject to the provisions of Companies Act, 2013, and all other applicable Acts, Rules and Regulations, if any.

AMENDMENT

The Board of Directors on its own and / or as per the recommendations of Nomination and Remuneration Committee can amend this Policy, as and when deemed fit.

Dividend Distribution Policy

Background and applicability

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, require the top 1000 listed companies to disclose a Dividend Distribution Policy.

This document, voluntarily adopted by the Board of Directors of MSP Steel & Power Limited, lays down the Dividend Distribution Policy ("the Policy") of the Company.

The Policy is subject to review as and when considered appropriate by the Board.

Dividend Distribution Philosophy

The Company believes in long term value creation for its shareholders while maintaining the desired liquidity and leverage ratios and protecting the interest of all the stakeholders including customers, debtors, suppliers, employees and the Government. Accordingly, the focus will continue to be on sustainable returns in terms of dividend, in consonance with the dynamics of business environment.

Dividend

Dividend represents the profit of the Company, which is distributed to shareholders in proportion to the amount paid-up on shares they hold. Dividend includes Interim Dividend.

Circumstances under which shareholders can expect Dividend

The Board will assess the Company's financial requirements, including its growth opportunities and other pertinent factors for the purpose of considering dividend. The dividend for any financial year shall ordinarily be paid out of the Company profits for that year in terms of the provisions of the Companies Act, 2013 ("the Act").

If circumstances require, the Board may also declare dividend out of accumulated profits of any previous financial year(s) in accordance with provisions of the Act and Regulations, as applicable

Interim and Final Dividend

The Board may declare one or more Interim Dividends and recommend Final Dividend for the approval of the shareholders at the Annual General Meeting.

Financial parameters and other internal and external factors to be considered for declaration of dividend

• Distributable surplus available as per the Act and Regulations
• The Company's liquidity position and future cash flow needs
• Track record of Dividends distributed by the Company
• Pay-out ratios of comparable companies
• Prevailing taxation policy and legal requirements with respect to Dividend distribution
• Capital expenditure requirements
• Stipulations/ Covenants of loan agreements, if any
• Macro-economic and business conditions in general
• Any other relevant factor that the Board may deem fit to consider

Utilization of retained earnings

Subject to applicable Regulations, the Company's retained earnings may be applied for:

• Organic growth needs including working capital, capital expenditure, repayment of debt, etc.
• Inorganic growth needs such as acquisition of businesses, establishment of joint ventures, etc.
• Buyback of shares subject to applicable limits
• Payment of Dividend in future years
• Issue of Bonus shares
• Any other permissible purpose

Circumstances under which the shareholders may not expect dividend

In line with the Dividend Distribution Philosophy, there may be certain circumstances under which the shareholders may not expect dividend, including:

• The Company has sufficient avenues to generate significantly higher returns on surplus than what a common shareholder can generate himself
• In case of utilization of retained earnings as mentioned in this Policy
• The Company has incurred losses or there is inadequacy of profits.

Modification of the Policy

The Board may modify this policy from time to time at its discretion or in line with any amendment made in the Act or applicable Regulations.

Disclaimer

This document does not solicit investments in the Company's securities. Nor is it an assurance of guaranteed returns (in any form), for investments in the Company's equity shares."