Investors

Board Committee

The Company's Board has three sub-committee with specific terms of references. They are the Audit Committee, Shareholders & Investors' Grievance Committee and Remuneration Committee. These committees comprise mainly of Independent Directors who as per the terms of reference oversee the Committee's function and executes its duties and responsibilities.

Audit Committee

The Terms of Reference of the Audit Committee are as follows:

i. Recommendation for appointment, remuneration and terms of appointment of the auditors of the Company;

ii. Review and monitor auditor’s independence and performance and effectiveness of the audit process;

iii. Examination of the financial statement and auditor’s report thereon;

iv. Approval or any subsequent modification of transactions of the Company with related parties;

v. Scrutiny of inter corporate loans and investments;

vi. Valuation of undertakings or assets of the Company, wherever it is necessary;

vii. Evaluation of Internal Financial Controls and Risk Management Systems;

viii. Monitoring of end use of funds raised through public offers and related matters;

ix. Approval of non-audit services that may be rendered by the Auditors;

x. Call for comments by the auditors about internal control systems/scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and discuss any related issues with the Internal and Statutory Auditors and the management of the company;

xi. Investigate into any matter in relation to activities mentioned above and for this purpose, have the authority to obtain professional advice from external sources and have full access to records of the company;

xii. Appointment of Registered Valuer in terms of Section 247 of the Companies Act, 2013, if required.

xiii. To review the functioning of the Vigil / Whistle Blower Mechanism

xiv. Recommendation for appointment, remuneration and terms of appointment of the Cost Auditors of the Company, if required.

xv. Formulate the scope, functioning, periodicity and methodology for conducting the internal audit in consultation with Internal Auditors’.

xvi. Undertake any other activity in this regard as may be required by the Companies Act, 2013 or the Rules, from time to time.

xvii. To do all acts, deeds and things as may be necessary for effective implementation of the foregoing acts.

Nomination and Remuneration Committee

The Terms of Reference of the Committee are as follows:

i. Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

ii. Formulation of criteria for evaluation of Independent Directors and the Board;

iii. Devising a policy on Board diversity;

iv. 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;

v. Administration of Employee Stock Option Scheme(s), if any;

vi. Reviewing and recommending the remuneration of Executive Directors of the Company; Undertake any other activity in this regard as may be required by the Companies Act, 2013 or the Rules, from time to time;

viii. To do all acts, deeds and things as may be necessary for effective implementation of the foregoing acts.

Stakeholders Relationship Committee

The Terms of Reference of the Committee are as follows:

i. To approve/refuse/reject registration of transfer/transmission of Shares in a timely manner;

ii. To authorize printing of Share Certificates;

iii. To authorize to maintain, preserve and keep in its safe custody all books and documents relating to the issue of share certificates, including the blank forms of share certificates;

iv. To monitor redressal of stakeholder’s complaints/grievances including relating to non-receipt of allotment / refund, transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc.

v. Undertake any other activity in this regard as may be required by the Companies Act, 2013 or the Rules, from time to time;

vi. To do all acts, deeds and things as may be necessary for effective implementation of the foregoing acts.

Banking and Authorization Committee

The Terms of Reference of the Committee are as follows:

i. Opening and/or Closure of Bank Accounts / Opening and/or Closure of Demat Accounts / Hedging Accounts / Forex Accounts / Derivative/Forex Transactions / Internet Banking Authorizations / Cash Management Services with various banks in India and/or outside India and change in operations of Bank Accounts, issuing letter of continuity and all such matters related to operations of the Current and Cash Credit Accounts.

ii. Appointing hedging brokers/sub-brokers for London Metal Exchange or any other Metal Exchanges.

iii. Authorize / Grant Power of Attorneys to employees of the Company for bidding in tenders, marketing, representing the Company in routine business matters.

iv. Authorize / grant Power of Attorney to employees of the Company or consultants to the Company in routine business matters.

v. Authorize / grant Power of Attorney to one or more persons to represent before authorities under Income Tax, Sales Tax, Excise, VAT, decide authentication of Excise Invoices, Customs (including issuing Bonds), Ministry of Corporate Affairs, the Reserve Bank of India, the Registrar of Companies, Foreign Investment Promotion Board, Enforcement Directorate, Electricity Boards, Pollution Control Boards, Town and Country Planning Authorities and/or other statutory authorities under Central and/or State Governments.

vi. Authorize / grant Power of Attorney to one or more persons to initiate and/or defend all legal proceedings including appointment of counsel, attorneys, mediators, arbitrators on behalf of the Company and also to execute affidavits, appeals, applications, petitions and other documents and all such necessary/incidental steps necessary in this regard.

vii. Authorize one or more employees of the Company under Section 113 of the Companies Act, 2013 to attend and vote at the meetings of the companies where the Company is a shareholder/debentureholder, meetings of creditors and meetings convened by the orders of the Court and to nominate/change nominee shareholders in any Subsidiary or Associate Companies from time to time to ensure the presence of quorum at their General Meetings and to ensure minimum number of members under the Companies Act 2013.

viii. Authorize employees of the Company in matters relating to opening and/or closing of representative/ branch offices in India or other countries.

ix. Authorize / grant Power of Attorney to one or more persons at various units for administrative purposes viz. applying for telephone/ internet/ power connection and/or dealing with local municipal authorities, shop act authorities and related matters.

x. Authorize / give Power of Attorney to one or more persons to make application to Central Government, Ministry of Corporate Affairs, Foreign Investment Promotion Board, Enforcement Directorate, Reserve Bank of India, Registrar of Companies for various permissions required under various Statutory enactments.

xi. Authorize one or more persons to execute and/or register any documents, deeds, papers for purchase/ sale/ take or give on lease and / or Leave & License basis, land, factory, office premises and/or residential premises for the purpose of business.

xii. Invest sums of money in Units of Mutual Funds, Government Securities, Bonds, Debentures, and any other Securities or instruments upto INR 500 crores, at any given point of time.

xiii. Avail Working Capital facilities from various banks/ financial institutions (Fund based and non-fund based) for the prescribed limit as approved by Board from time to time.

xiv. Avail Term Loan facilities including through Non-Convertible Debentures from various banks/ financial institutions for the prescribed limit as approved by Board from time to time.

xv. Creation of security or charge including but not limited to hypothecation, mortgage, pledge, bailment etc. on the moveable and/or immoveable properties.

xvi. Authorize one or more persons to issue, sign, execute, deliver indemnity, corporate guarantees, undertakings, affidavit or any other document on behalf of the Company.

xvii. Approve amendments to existing Superannuation Scheme including authority to change trustees, wherever necessary.

xviii. Authorize any person to affix seal of the Company to any instrument by the authority of a resolution.

Allotment Committee

The Terms of Reference of the Committee are as follows:

i) Allot Shares / Securities of the Company.

ii) Splitting of shares, issuance of Duplicate Share Certificate in lieu of those torn, destroyed, lost or defaced or where the cages in the reverse for recording transfers have been fully utilized.

iii) Authorize Directors / officers of the Company to issue Share / Securities Certificate to respective allottee(s) for above mentioned purposes.

iv) Undertake any other activity in this regard as may be required by the Companies Act, 2013 or the Rules, from time to time.

V) To do all acts, deeds, matters and things as may be necessary for effective implementation of the foregoing acts.

CSR Committee

The Terms of Reference of the Corporate Social Responsibility Committee are as follows:

i) Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company and amendments therein, from time to time

ii) Recommend the amount of expenditure to be incurred on the CSR activities

iii) Establish a transparent monitoring mechanism for implementation of CSR projects and programs and monitor the Corporate Social Responsibility Policy of the company from time to time

iv) Undertake any other activity in this regard as may be required by the Companies Act, 2013 or the Rules, from time to time

V) To do all acts, deeds and things which may be necessary for effective implementation of the foregoing acts

Risk Management Committee

TERMS OF REFERENCE OF RISK MANAGEMENT COMMITTEE OF SPTL

i) to advise the Board on the Company’s overall risk appetite, tolerance and strategy, taking account of the current and prospective macroeconomic and financial environment and drawing on financial stability assessments such as those published by relevant industry and regulatory authorities;

ii) to oversee and advise the Board on the current risk exposures of the Company and future risk strategy;

iii) to keep under review the Company’s overall risk assessment processes that inform the Board’s decision making, ensuring both qualitative and quantitative metrics are used;

iv) to review regularly and approve the parameters used in these measures and the methodology adopted;

v) to set a standard for the accurate and timely monitoring of large exposures and certain risk types of critical importance;

vi) to review the Company’s capability to identify and manage new risk types;

vii) to review and monitor management’s responsiveness to the findings and recommendations of the Chief Risk Officer (“CRO”), if any;

viii) ensure the CRO shall be given the right of unfettered direct access to the Chairman of the Board and/or to the Committee; and

ix) to undertake any other assignment as may be given by the Board from time to time.”