Corporate Governance march 2022

Board and Organisation

General information about company

Scrip code 500113
NSE Symbol SAIL
MSEI Symbol NA
ISIN INE114A01011
Name of the entity STEEL AUTHORITY OF INDIA LIMITED
Date of start of financial year 01-04-2021
Date of end of financial year 31-03-2022
Reporting Quarter Yearly
Date of Report 31-03-2022
Risk management committee Applicable
Market Capitalisation as per immediate previous Financial Year Top 500 listed entities


 

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory  
Whether the listed entity has a Regular Chairperson Yes
Whether Chairperson is related to MD or CEO No
Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Notes for not providing PAN Notes for not providing DIN
1 Ms Soma Mondal AEQPM7503N 06845389 Executive Director Chairperson   21-04-1963 NA   01-03-2017 01-03-2017     1 0 1 0    
2 Mr Puneet Kansal AKJPK8321K 07151526 Non-Executive - Nominee Director Not Applicable   13-10-1971 NA   07-05-2018 07-05-2018     1 0 0 0    
3 Mr Harinand Rai ACQPR4038R 08189837 Executive Director Not Applicable   01-05-1962 NA   01-08-2018 01-08-2018     1 0 0 0    
4 Mr Nidgurti Shankarappa ASKPS4117J 08609086 Non-Executive - Independent Director Not Applicable   06-08-1947 NA   13-11-2019 13-11-2019   29 1 1 2 0    


 

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Notes for not providing PAN Notes for not providing DIN
5 Mr Anirban Dasgupta AAKPD7192C 06832261 Executive Director Not Applicable   29-04-1965 NA   01-02-2020 01-02-2020     1 0 1 0    
6 Mr Amarendu Prakash AECPP8611C 08896653 Executive Director Not Applicable   12-09-1970 NA   28-09-2020 28-09-2020     1 0 0 0    
7 Ms Sukriti Likhi AABPL1293M 01825997 Non-Executive - Nominee Director Not Applicable   04-08-1968 NA   23-04-2021 23-04-2021     4 0 0 0    
8 Mr Kanhaiya Sarda ATQPS4348N 06792668 Non-Executive - Independent Director Not Applicable   31-12-1969 NA   12-11-2021 12-11-2021   5 1 1 1 0    


 

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Notes for not providing PAN Notes for not providing DIN
9 Mr Ashok Kumar Tripathy AAMPT8886H 02485365 Non-Executive - Independent Director Not Applicable   15-08-1956 NA   08-11-2021 08-11-2021   5 1 1 1 0    
10 Mr Gopal Singh Bhati ABVPB3361M 09406763 Non-Executive - Independent Director Not Applicable   26-01-1966 NA   18-11-2021 18-11-2021   4 1 1 0 0    
11 Ms Neelam Sonker CEMPS2742K 03111659 Non-Executive - Independent Director Not Applicable   11-02-1973 NA   15-11-2021 15-11-2021   5 1 1 2 1    
12 Mr Sagi Kasi Viswanatha Raju AWLPS8390J 00434856 Non-Executive - Independent Director Not Applicable   06-11-1967 NA   16-11-2021 16-11-2021   4 1 1 2 1    


 

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Whether the listed entity has a Regular Chairperson

Sr Title (Mr / Ms) Name of the Director PAN DIN Category 1 of directors Category 2 of directors Category 3 of directors Date of Birth Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] Date of passing special resolution Initial Date of appointment Date of Re-appointment Date of cessation Tenure of director (in months) No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) Notes for not providing PAN Notes for not providing DIN
13 Mr Vejendla Srinivasa Chakravarthy AAVPV1952D 09370715 Executive Director Not Applicable   16-06-1965 NA   24-12-2021 24-12-2021     1 0 0 0    
14 Mr Atanu Bhowmick ACCPB5534G 08891338 Executive Director Not Applicable   22-12-1964 NA   11-02-2022 11-02-2022     1 0 0 0    



 

Audit Committee Details

Whether the Audit Committee has a Regular Chairperson Yes  
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00434856 Sagi Kasi Viswanatha Raju Non-Executive - Independent Director Chairperson 28-12-2021    
2 08609086 Nidgurti Shankarappa Non-Executive - Independent Director Member 30-09-2020    
3 02485365 Ashok Kumar Tripathy Non-Executive - Independent Director Member 28-12-2021    
4 03111659 Neelam Sonker Non-Executive - Independent Director Member 28-12-2021    
5 06792668 Kanhaiya Sarda Non-Executive - Independent Director Member 28-12-2021    
6 06832261 Anirban Dasgupta Executive Director Member 30-09-2020    
 

Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular Chairperson Yes  
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 02485365 Ashok Kumar Tripathy Non-Executive - Independent Director Chairperson 28-12-2021    
2 06845389 Soma Mondal Executive Director Member 11-12-2020    
3 07151526 Puneet Kansal Non-Executive - Nominee Director Member 07-05-2018    
4 08609086 Nidgurti Shankarappa Non-Executive - Independent Director Member 30-09-2020    
5 02485365 Ashok Kumar Tripathy Non-Executive - Independent Director Member 28-12-2021    
6 00434856 Sagi Kasi Viswanatha Raju Non-Executive - Independent Director Member 28-12-2021    
7 09406763 Gopal Singh Bhati Non-Executive - Independent Director Member 28-12-2021    
 

Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular Chairperson Yes  
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 03111659 Neelam Sonker Non-Executive - Independent Director Chairperson 28-12-2021    
2 08609086 Nidgurti Shankarappa Non-Executive - Independent Director Member 30-09-2020    
3 06845389 Soma Mondal Executive Director Member 11-12-2020   Textual Information(1)
4 00434856 Sagi Kasi Viswanatha Raju Non-Executive - Independent Director Member 28-12-2021    
 

Sr Text Block

Textual Information(1)
Director (Finance) and Director (Personnel) are members of Stakeholder Relationship Committee, by virtue of designation.  At present, both the aforesaid Posts are held as additonal Charge by Ms. Soma Mondal, Chairman SAIL.
 

Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson Yes  
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
1 00434856 Sagi Kasi Viswanatha Raju Non-Executive Independent Director Chairperson 28-12-2021    
2 06845389 Soma Mondal Executive Director Member 01-03-2017    
3 08189837 Harinand Rai Executive Director Member 01-08-2018    
4 09370715 Vejendla Srinivasa Chakravarthy Executive Director Member 27-12-2021    
5 08609086 Nidgurti Shankarappa Non-Executive Independent Director Member 12-11-2020    
 

Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson    
Sr DIN Number Name of Committee members Category 1 of directors Category 2 of directors Date of Appointment Date of Cessation Remarks
 

Other Committee

Sr DIN Number Name of Committee members Name of other committee Category 1 of directors Category 2 of directors Remarks
 

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory  
Sr Date(s) of meeting (if any) in the previous quarter Date(s) of meeting (if any) in the current quarter Maximum gap between any two consecutive (in number of days) Notes for not providing Date Whether requirement of Quorum met (Yes/No) Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 29-10-2021       Yes 9 2
2 17-12-2021   48   Yes 14 7
3   31-01-2022 44   Yes 12 5
4   09-02-2022 8   Yes 11 5
5   16-03-2022 34   Yes 12 5


 

Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory  
Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
1 Audit Committee 29-10-2021       Yes 3 2
2 Audit Committee 08-12-2021 39     Yes 3 2
3 Audit Committee 09-02-2022 62     Yes 5 4
4 Audit Committee 16-03-2022 34     Yes 5 4
5 Nomination and remuneration committee 28-10-2021       Yes 4 2
6 Nomination and remuneration committee 15-12-2021       Yes 4 2


 

Annexure 1

IV. Meeting of Committees

Sr Name of Committee Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) Maximum gap between any two consecutive (in number of days) Name of other committee Reson for not providing date Whether requirement of Quorum met (Yes/No) Number of Directors present* (All directors including Independent Director) No. of Independent Directors attending the meeting*
7 Nomination and remuneration committee 27-01-2022       Yes 5 4
8 Stakeholders Relationship Committee 29-03-2022       Yes 3 3


 

Annexure 1

V. Related Party Transactions

Sr Subject Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
1 Whether prior approval of audit committee obtained Yes  
2 Whether shareholder approval obtained for material RPT NA  
3 Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee Yes  
 

Annexure 1

VI. Affirmations

Sr Subject Compliance status (Yes/No)
1 The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 No
2 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee Yes
3 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee Yes
4 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee Yes
5 The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 500 listed entities) Yes
6 The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
7 The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. Yes
8 This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Yes
 

Annexure 1

Sr Subject Compliance status
1 Name of signatory M.B.BALAKRISHNAN
2 Designation Company Secretary


 

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

Sr Item Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here. Web address
1 Details of business Yes   www.sail.co.in
2 Terms and conditions of appointment of independent directors Yes   www.sail.co.in
3 Composition of various committees of board of directors Yes   www.sail.co.in
4 Code of conduct of board of directors and senior management personnel Yes   www.sail.co.in
5 Details of establishment of vigil mechanism/ Whistle Blower policy Yes   www.sail.co.in
6 Criteria of making payments to non-executive directors Yes   www.sail.co.in
7 Policy on dealing with related party transactions Yes   www.sail.co.in
8 Policy for determining ‘material’ subsidiaries Yes   www.sail.co.in
9 Details of familiarization programmes imparted to independent directors Yes   www.sail.co.in
 

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

Sr Item Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here. Web address
10 Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances Yes   www.sail.co.in
11 email address for grievance redressal and other relevant details Yes   www.sail.co.in
12 Financial results Yes   www.sail.co.in
13 Shareholding pattern Yes   www.sail.co.in
14 Details of agreements entered into with the media companies and/or their associates NA    
15 Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange Yes   www.sail.co.in
16 New name and the old name of the listed entity NA    
17 Advertisements as per regulation 47 (1) Yes   www.sail.co.in
18 Credit rating or revision in credit rating obtained Yes   www.sail.co.in
19 Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year Yes   www.sail.co.in
20 Whether company has provided information under separate section on its website as per Regulation 46(2) Yes   www.sail.co.in
21 Materiality Policy as per Regulation 30 Yes   www.sail.co.in
22 Dividend Distribution policy as per Regulation 43A (as applicable) Yes   www.sail.co.in
23 It is certified that these contents on the website of the listed entity are correct Yes   www.sail.co.in
 

Annexure II

II. Annual Affirmations

Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
1 Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’ 16(1)(b) & 25(6) Yes  
2 Board composition 17(1), 17(1A) & 17(1B) No Number of Indepdendent Directors are less than the Board Compositon
3 Meeting of Board of directors 17(2) Yes  
4 Quorum of Board meeting 17(2A) Yes  
5 Review of Compliance Reports 17(3) Yes  
6 Plans for orderly succession for appointments 17(4) Yes  
7 Code of Conduct 17(5) Yes  
8 Fees/compensation 17(6) Yes  
9 Minimum Information 17(7) Yes  
10 Compliance Certificate 17(8) Yes  
 

Annexure II

II. Annual Affirmations

Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
11 Risk Assessment & Management 17(9) Yes  
12 Performance Evaluation of Independent Directors 17(10) NA  
13 Recommendation of Board 17(11) Yes  
14 Maximum number of Directorships 17A Yes  
15 Composition of Audit Committee 18(1) Yes  
16 Meeting of Audit Committee 18(2) Yes  
17 Composition of nomination & remuneration committee 19(1) & (2) Yes  
18 Quorum of Nomination and Remuneration Committee meeting 19(2A) Yes  
19 Meeting of Nomination and Remuneration Committee 19(3A) Yes  
20 Composition of Stakeholder Relationship Committee 20(1), 20(2) & 20(2A) Yes  
 

Annexure II

II. Annual Affirmations

Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
21 Meeting of Stakeholders Relationship Committee 20(3A) Yes  
22 Composition and role of risk management committee 21(1),(2),(3),(4) Yes  
23 Meeting of Risk Management Committee 21(3A) Yes  
24 Vigil Mechanism 22 Yes  
25 Policy for related party Transaction 23(1),(1A),(5),(6),(7) & (8) Yes  
26 Prior or Omnibus approval of Audit Committee for all related party transactions 23(2), (3) Yes  
27 Approval for material related party transactions 23(4) NA  
28 Disclosure of related party transactions on consolidated basis 23(9) Yes  
29 Composition of Board of Directors of unlisted material Subsidiary 24(1) NA  
30 Other Corporate Governance requirements with respect to subsidiary of listed entity 24(2),(3),(4),(5) & (6) Yes  
 

Annexure II

II. Annual Affirmations

Sr Particulars Regulation Number Compliance status (Yes/No/NA) If status is “No” details of non-compliance may be given here.
31 Annual Secretarial Compliance Report 24(A) Yes  
32 Alternate Director to Independent Director 25(1) Yes  
33 Maximum Tenure 25(2) Yes  
34 Meeting of independent directors 25(3) & (4) Yes  
35 Familiarization of independent directors 25(7) Yes  
36 Declaration from Independent Director 25(8) & (9) Yes  
37 D & O Insurance for Independent Directors 25(10) Yes  
38 Memberships in Committees 26(1) Yes  
39 Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel 26(3) Yes  
40 Disclosure of Shareholding by Non-Executive Directors 26(4) Yes  
41 Policy with respect to Obligations of directors and senior management 26(2) & 26(5) Yes  
  Any other information to be provided - Add Notes  



 

Annexure II

1 Name of signatory M.B.BALAKRISHNAN
2 Designation Company Secretary


 

Annexure II

III. Affirmations

Sr Particulars Compliance status (Yes/No/NA)
1 The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied Yes
  Any other information to be provided  



 

Annexure II

1 Name of signatory M.B.BALAKRISHNAN
2 Designation Company Secretary



 

Additional Half yearly Disclosure

Applicability of disclosure Applicable  
Reason for Non Applicability Textual Information(1)  

I. Disclosure of Loans/ guarantees/comfort letters /securities etc.refer note below

(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to  
Entity Aggregate amount advanced during six months Balance outstanding at the end of six months  
Promoter or any other entity controlled by them 0 0  
Promoter Group or any other entity controlled by them 0 0  
Directors (including relatives) or any other entity controlled by them 0 0  
KMPs or any other entity controlled by them 0 0  

(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By

Entity Type (guarantee, comfort letter etc.) Aggregate amount of issuance during six months Balance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them 0 0 0
Promoter Group or any other entity controlled by them 0 0 0
Directors (including relatives) or any other entity controlled by them 0 0 0
KMPs or any other entity controlled by them 0 0 0

(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by

Entity Type of security (cash, shares etc.) Aggregate value of security provided during six months Balance outstanding at the end of six months
Promoter or any other entity controlled by them 0 0 0
Promoter Group or any other entity controlled by them 0 0 0
Directors (including relatives) or any other entity controlled by them 0 0 0
KMPs or any other entity controlled by them 0 0 0
(D) Additional Information Textual Information(2)

II. Affirmations

Affirmations Compliance Status Company Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company. Yes Textual Information(3)
Name SOMA MONDAL    
Designation CEO    
Place NEW DELHI    
Date 11-04-2022    
 

Signatory Details

Name of signatory M.B.BALAKRISHNAN
Designation of person Company Secretary
Place NEW DELHI
Date 11-04-2022