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    Familiarization programme for Independent Directors_2018-19

    Name of the Company Secretary & Compliance Officer

    S. No. Name Designation
    1 Mr. Suman Kumar
    Email id : sumankumar@smcindiaonline.com
    Ph No. : 011-30111333, Ext -7728/7729
    Company Secretary
    2 Mr. Vinod Kumar Jamar CFO

    Criteria for making payments of Non- executive Directors

    A. Matters relating to the remuneration, perquisites for the Whole-Time Director, KMP and Senior Management Personnel:

    The remuneration/compensation/profit-linked commission, Bonus etc. to the Whole-time Director, Directors and Independent Directors will be determined by the Committee and recommended to the Board for approval. The remuneration/compensation/ profit-linked commission etc. shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company, Act and shall be subject to the prior/post approval of the shareholders of the Company and Central Government, wherever required.

    The remuneration of KMP will be recommended to the committee with the evaluation report thereof who will further recommend the same to the Board and the same will be effective as per the approval of the Board.

    The remuneration of the of the Senior Management Personnel (Personnel of the Company who are members of the core management team excluding Board of Directors and KMP’s) and other employees will be processed through the H.R. as per the appraisal procedure adopted by them with the feedback of reporting managers / HOD’s and along with the observation of the concerned directors and a presentation has to be made before the Managing Directors who will recommend the overall evaluation and change in the remuneration thereof keeping in mind the market conditions, business prerogatives and other factors and recommend the same to the Committee and the same will be effective as per the approval of the Committee.

    In the case of urgency or if the management deems fit the overall evaluation can be made and implemented immediately and same will be presented before the committee for their observation and post approval thereof.

    The annual appraisal will be made in two or more cycles considering the certain number of employees as the management deem fit in the light of last appraisal and prevailing practices of the company.

    However, if the increment / Evaluation schedule of employees or WTD or KMP or Senior Management can be changed by the Managing Directors of the company taking into account factors it deems relevant, including but not limited to market, business performance and practices in comparable companies, having due regard to financial and commercial health of the Company as well as prevailing laws and government/other guidelines, give suitable directives to HR for the same.

    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.

    The Departments Heads will evaluate their subordinates and forward the recommendations to HR for increment/incentive. H.R with the help of the reporting managers and the concerned directors can make the appraisal at any time for any employee(s) and the Committee should be appraised about overall evaluation in the coming committee meeting for their approval and observation thereof.
    The committee should have atleast two meetings in a year.

    The salary to the employees will be given/credited by not more than 10th day of succeeding month. However the changes can be made if the circumstances required but the same can be done with the approval of the Managing directors.

    Company will give the annual bonus including the statutory bonus thereof in every financial year but the same has to be released within four months from the end of the financial year. However, Bonus other than the statutory bonus may be deferred keeping in mind the business interest of the company with the approval of the Managing Directors.

    The Whole Time Directors/M.D are duly empowered with the delegation herewith to take the effective decisions on the issue of remuneration within the legal framework as and when circumstances demand and effective running of the business with material updation if any to this Committee in its next meeting.

    Statutory requirements

    1. Section 197(5) provides for fee for attending meetings of the Board of Directors and Committee meetings to directors or for any other purpose as may be decided by the Board.
    2. Section 197(1) of the Companies Act, 2013 provides for the total managerial remuneration payable by the Company to its directors, including managing director and whole time director, and its manager in respect of any financial year shall not exceed eleven percent of the net profits of the Company computed in the manner laid down in Section 198 in the manner as prescribed under the Act.
    3. The Company with the approval of the Shareholders and Central Government may authorize the payment of remuneration exceeding eleven percent of the net profits of the company, subject to the provisions of Schedule V.
    4. The Company may with the approval of the shareholders authorise the payment of remuneration upto five percent of the net profits of the Company to its any one Managing Director/Whole Time Director/Manager and ten percent in case of more than one such official.
    5. The Company may pay remuneration to its directors, other than Managing Director and Whole Time Director upto one percent of the net profits of the Company, if there is a managing director or whole time director or manager and three percent of the net profits in any other case.
      The net profits for the purpose of the above remuneration shall be computed in the manner referred to in Section 198 of the Companies Act, 2013.

    The Independent Directors shall not be entitled to any stock option and may receive remuneration by way of fee for attending meetings of the Board or Committee thereof or for any other purpose as may be decided by the Board and profit related commission as may be approved by the members. The sitting fee to the Independent Directors shall not be less than the sitting fee payable to other directors. The remuneration payable to the Key Managerial Personnel shall be as may be decided by the Board having regard to their experience, leadership abilities, initiative taking abilities and knowledge base.

    Familiarization programme for Independent Directors

    The Company had organized a residential program on “Management Development” for the Board of Directors including Independent Directors of the Company from 13th September, 2014 to 14th September, 2014 at Jaypee Greens, Noida, U.P. The objective of the workshop was to enhance the leadership skills and motivation as well as to increase the interaction of Independent Directors with the Executive Directors of the Company and its subsidiaries so as to familiarize them with the Company and its business activities.

    The Company had organized another residential program on “Discussion & Comparative Analysis of the Companies Act, 2013 & Companies Act, 1956” for the Board of Directors including Independent Directors of the Company from 01st March, 2014 to 2nd March, 2014 at Vivanta By Taj, Surajkund, Delhi. The objective of the workshop was to adapt & implement the Companies Act, 2013 on the SMC Group of Companies

    Notice of Resignation of Director

    Mr. Finney Cherian have resigned from the post of Nominee Director of the Company on 31st December, 2017 and the same has been effective on 21st February, 2018 from the last date of approval from Stock Exchanges and other regulatory authorities.
    Mr. Narain Dass Gupta was resigned from the post of Directorship of the Company on 15th December, 2017 and the same has been effective on 12th January, 2018 from the date of last Approval from the Stock Exchanges and other regulatory authorities.
    Mr. J.H.P. VAN DER MERWE was resigned from the post of Non- Executive Director of the Company on 3rd May, 2016 and the same has been effective on 10th June, 2016 from the date of last Approval from the Stock Exchanges and other regulatory authorities.
    Mr. G.S. Sundararajan was resigned from the post of Non- Executive Director of the Company on 14th February, 2017 and the same has been effective on 22nd February, 2017 from the date of last Approval from the Stock Exchanges and other regulatory authorities.
    Mr. Pawan Kumar Bansal was resigned from the post of Independent and Non- Executive Director of the Company as on 22nd October, 2015 and the same has been taken on record in the Board Meeting dated 3rd November, 2015 and the same will be effective from the date of Approval from the Stock Exchanges and other regulatory authorities.

    Notice of Candidature of a Person for Directorship

    • Ms. Shruti Aggarwal (Non-Executive Director), Candidature for 23rd Annual General Meeting for FY 2016-17
    • Mr. Himanshu Gupta (Non-Executive Director) & Mr. Naveen ND Gupta (Non-Executive & Independent Director), Candidature for 24th Annual General Meeting for FY 2017-18

    Independent Directors (Terms & Conditions)

    Nomination and Remuneration Committee

    S. No. Name Designation
    1 Mr. Chandra Wadhwa Chairman
    2 Mr. Roop Chand Jindal Member
    3 Mr. Kundan Mal Agarwal Member
    4 Mr. Naveen ND Gupta Member

    Corporate Social Responsibility Committee

    S. No. Name Designation
    1 Mr. Subhash Chand Aggarwal Chairman
    2 Mr. Mahesh Chand Gupta Vice-Chairman
    3 Mr. Satish Chandra Gupta Member
    4 Mr. Kundan Mal Agarwal Member

    Stakeholder’s Relationship Committee

    S. No. Name Designation
    1 Mr. Kundan Mal Agarwal Chairman
    2 Mr. Hari Das Khunteta Member
    3 Mr. Roop Chand Jindal Member

    Audit Committee

    S. No. Name Designation
    1 Mr. Satish Chandra Gupta Chairman
    2 Mr. Kundan Mal Agarwal Member
    3 Mr. Roop Chand Jindal Member
    4 Mr. Hari Das Khunteta Member
    5 Mr. Naveen ND Gupta Member

    Board of Directors

    S. No. Name Designation
    1 Mr. Subhash Chand Aggarwal Chairman And Managing Director
    2 Mr. Mahesh Chand Gupta Vice Chairman And Managing Director
    3 Mr. Ajay Garg Whole-Time Director
    4 Mr. Anurag Bansal Whole-Time Director
    5 Mr. Satish Chandra Gupta Independent & Non-Executive Director
    6 Mr. Kundan Mal Agarwal Independent & Non-Executive Director
    7 Mr. Hari Das Khunteta Independent & Non-Executive Director
    8 Dr. Madhu Vij Independent & Non-Executive Director
    9 Mr. Chandra Wadhwa Independent & Non-Executive Director
    10 Mr. Roop Chand Jindal Independent & Non-Executive Director
    11 Ms. Shruti Aggarwal Non-Executive Director
    12 Mr. Naveen ND Gupta Independent & Non- Executive Director
    13 Mr. Himanshu Gupta Additional Director

Stock Exchange Disclosures

State Wise GST Detail

Corporate Presentation

Memberships & Registrations

    Memberships & Registrations

    • Trading Member of NSE (Cash, F&O, CDS, Comm), BSE (Cash, F&O, CDS, Comm), MSEI (Cash, F&O, CDS), MCX, NCDEX, ICEX , NCDEX SPOT, India INX, NSE IFSC & DGCX.
    • Clearing Member in NSE (Cash, F&O, CDS, Comm), BSE (Cash, F&O, CDS, Comm), MSEI (F&O, CDS), MCX, NCDEX, ICEX , India INX, NSE IFSC, NCDEX SPOT & DGCX
    • Depository Participant with CDSL, NSDL & Comtrack (SEBI approved Qualified Depository Participant (QDP))
    • Reserch Analyst & Investment Adviser, Registered with SEBI.
    • Category 1 Merchant banker, Registered with SEBI
    • Corporate Insurance Broker for Life & General Insurance, Registered with IRDA
    • Distributor of IPOs & Mutual Funds, Registered with AMFI
    • Portfolio Management Services (PMS), Registered with SEBI
    • Non Banking Financial Company (NBFC), Registered with RBI

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Unpaid And Unclaimed Dividends