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  • Why SEML?

SEML's Board of Directors and management are committed to strong corporate governance and sound business practices. We very strongly believe in being fair, transparent and upright in our approach towards our business and our stakeholders. An ethical frame of mind throughout the organization helps best serve our shareholders. Board of Directors Code of Conduct Committees Board of Directors At SEML, the Board of Directors plays a vital role in charting the future course of the company. The board comprises of four Executive and six Non-Executive Independent Directors. The Non-Executive and Independent Directors are eminent professionals having rich experience in business and finance   Kamal Kishore Sarda Chairman of the Board & Managing Director Close Kamal Kishore Sarda, born on 14 May, 1954, did his Bachelors in Mechanical Engineering from National Institute of Technology (formerly Vishveshvarya Regional College of Engineering), Nagpur, MH, India. He has also taken courses in Strategic Management and Human Resources from IIM, Ahmedabad and XLRI, Jamshedpur. Mr. Sarda has over three decades of experience in the iron and steel industry. He is the Chairman of SEML's Board and Managing Director and is responsible for steering SEML towards the path of growth. Since, taking over SEML (erstwhile Raipur Alloys & Steel Ltd.) a sick and closed unit in 1979, he has been instrumental in turning around the company and expanding its product portfolio to include high value added steel products, minerals and energy. He is associated with the Friends of Tribal Society in the capacity of Vice President of the Raipur chapter and was the Ex-Chairman of Confederation of Indian Industry (CII), Chhattisgarh Chapter. Pankaj Sarda Wholetime Executive Director Close Pankaj Sarda, born on 24 October, 1979 is the son of Kamal Kishore Sarda. He completed his Bachelors in Industrial Engineering from Nagpur University, Nagpur, MH, India in 2001 and Masters of Science in Industrial Administration from Purdue University, USA in 2004. He was appointed to SEML's Board as Whole Time Director in November 2007 and has more than five years of industry experience. Gopal Krishna Chhanghani Executive Director Close Gopal Krishna Chhanghani, was born on 24 September 1952 and has been on SEML's Board since 25 November 1997. He has done his Bachelors in Mechanical Engineering from Government Engineering College, Jodhpur. He has over three decades of experience in the steel industry and is associated with SEML with more than two decades. Before joining SEML he has worked with various organizations like Zenith Steel & Pipes Limited, Usha Alloys & Steel Limited, Special Steels Limited etc. With his rich experience in the field, he provides direction to the company's mining operations as well as its corporate planning function. He is Regional Director of SIMA (Sponge Iron Manufacturers Association), New Delhi, Chairman - Power HT-Sub Committee, URLA Industries Association and Chairman - Mining Panel, CII, Chhattisgarh Chapter. Ghanshyam Mundra Wholetime Executive Director Close Ghanshyam Mundra was born on 20 July 1961 and is a Chartered Accountant with more than 25 years of experience in the field of finance and accounting. He is associated with SEML since the beginning of his career and was appointed to SEML Board in December 2000 as a Whole Time Director. He provides his expertise to the company in matters related to corporate finance, banking and investment activities. He is also a member of the Audit Committee and Shareholders' Grievance Committee at SEML. Prabhakar Ram Tripathi Independent Non-Executive Director Close Prabhakar Tripathi was born on 24 June 1943 and is an authority on mine management and mineral beneficiation. He earned honors in Bachelors of Science in Mining Engineering from Indian School of Mines, Dhanbad, Bihar, India. He also earned his First Class Mines Manager's Certificate under coal mines regulation. Former Chairman & Managing Director of National Mineral Development Corporation (NMDC), he has more than forty five years experience in the field of mining and related activities. He is recognized as a leading management practitioner in India and has also contributed to development of management excellence through association with All India Management Association and National HRD Network. He has also been conferred many prestigious awards such as Man Of The Year 2002 by American Biographical Institute, USA for his outstanding accomplishments; John Dunn Medal for the year 2001-2002 by the Mining, Geological and Metallurgical Institute of India for his outstanding contribution to Mineral Industry; Manager Of The Year 2000 Award by Hyderabad Management Association in recognition of his outstanding leadership and managerial skills. His articles are regularly published in various management and technical journals. He is on SEML Board since October 2003 and is also a member of SEML's Remuneration Committee. Gajinder Singh Sahni Independent Non-Executive Director Close Gajinder Singh Sahni, born on 17 November 1946, is a 1971 IAS officer of Madhya Pradesh Cadre. He has done his graduation from Punjab University in Political Science and History and post graduation in Public Administration from University College of Swansea, Cardiff University, UK. He has played a significant role as a Member of the Indian Administrative Service in a wide spectrum of areas at the highest levels of decision making in the government, toning up of the administrative mechanism for operational efficiency, creation of effective delivery systems of public service etc. Some of the key positions he has held are Managing Director - Small Scale Industries Development Corporation, Madhya Pradesh, Chairman - Delhi Milk Scheme, Director General of Shipping-Government of India, Secretary (Coordination) - Cabinet Secretariat, Government of India. He was appointed to the Board of SEML in March 2008. Asit Kumar Basu Independent Non-Executive Director Close Asit Kumar Basu was born on 24th June 1943 and has done BME. He was EX-Chief General Manager at Industrial Development Bank of India (IDBI). With his rich experience of over forty years in the field of finance he provides his expertise to the Board on financial matters related to the Company. Mr. Basu is a Board Member since January 2003 and also a member of the Audit Committee and Remuneration Committee at SEML. Rakesh Mehra Independent Non-Executive Director Close Rakesh Mehra was born on 3rd March 1952 and has done his Cost Accountance (FCWA). He was Ex-General Manager of Madhya Pradesh Audhyogik Vikas Nigam (MPVAN) and has more than thirty years of experience in the field of finance and accounting. He is on the board of SEML since July 1986 and is also a member of the Audit Committee and Remuneration Committee at SEML.

C.K. Lakshminarayanan Independent Non-Executive Director Close Mr. C.K. Lakshminarayanan was born on July 30th 1948 & has completed his Bachelor Of Technology degree. He had a long career with various organisations at various positions.He worked as a Plant Engineer for 8 years with Madras Petrochem Ltd.Thereafter he worked with Industrial Development Bank of India, firstly in Project finance and then in Investment Banking. Lastly, he worked as President and CEO of ST-CMS Electric Company Pvt. Ltd., which is operating a 250 MW IPP.

Jitender Balakrishnan Director Close Mr. Jitender Balakrishnan has done B.E. (Mech.) from National Institute of Technology, Madras University and has also done Post Graduate Diploma in Industrial Management from Bombay University. He had a long career with IDBI Bank Group serving in various positions before retiring as Advisor in May 2010. He has wide experiene in the sectors like, Oil and Gas, Refineries, Power, Telecom, Airports, Roads, Ports, Steel, Cement, Fertilizers, Petrochemicals, Hotel, Pharmeceuticals, Paper, etc.

SEML values its integrity. We constantly strive to adhere to the highest ethical business practices and to comply with all laws and regulations that are applicable to the business, irrespective of geography. This Code of conduct summarizes many of the ethical principles and polices that SEML has developed to serve as a guide while doing business in India and other countries. All directors, officers and employees of SEML are expected to be familiar with this Code and apply it in fulfilling their daily responsibilities.

SEML is committed to conducting its business in accordance with the highest ethical standards and expects all people associated with SEML to be extremely sensitive to the consequences of their actions on the company's reputation and its relationship

Guidelines:
• Deal fairly with all customers, suppliers, service providers, partners, competitors and others who are directly or indirectly associated with the Company
• Practice transparency in respect of reporting financial information to auditors, investors and institutions
• Do not use Company resources, assets or confidential information for your or your family's personal benefit

You should avoid personal involvement or interest in activities that might conflict with SEML's interests or your responsibility to the Company

Guidelines:
• Accurately disclose any actual or potential conflict of interest to appropriate authorities
• Refrain from misusing influence as well as borrowing from or lending to business contacts
• Refuse to accept or give money or valuable gifts. Only exceptions are for souvenirs and small gifts exchanged under generally accepted social practices
• Refuse request for or offers of dining, entertainment or other business courtesies beyond generally accepted social practices

SEML's policy is to be lawful, highly principled and socially responsible in all of its business practices. SEML comes under the purview of various Indian state and central laws and its foreign subsidiaries are subjected to various international laws. All employees are expected to respect the local laws applicable to the Company.

Guidelines:
• Understand the local/international laws, rules, regulations and statutory compliance that apply to your business activities
• Seek legal advice in case of ambiguities related to laws or regulations
• Have a global outlook. It is essential that we respect and comply with the laws and ethics even in foreign countries where local culture might be inconsistent with India.
• Avoid gifts, entertainment etc. directly or indirectly to any government official, department or agency, except where such gift, payment or favor could not be reasonably construed to be a bribe, payoff or deal and where such an act does not embarrass the company or the recipient.

For SEML the health and safety of its employees and conservation of environment is of primary importance. SEML has a zero tolerance for accidents, injuries and environmental hazards. It continuously strives to adopt best business practices to build a safe and secure workplace and a healthy environment.

Guidelines:
• Strive to conserve natural resource usage and assure safe handling of hazardous materials, reducing their use wherever practical
• Plan regular inspections to ensure that the working conditions are safe and healthy and report any violation of health, safety and environment norms
• Initiate awareness programs to educate everyone on adopting safe working practices
• Understand the environmental and occupational health and safety implications of our products and processes
• Include in all business plans due consideration for environmental health and safety impact of actions and non-actions contemplated in such plans

SEML will adhere to highest integrity in its accounting operations and financial reporting. It will adopt stringent disclosure norms in its reporting to the general public, shareholders, the Securities and Exchange Board of India or the stock exchange where it is or will be listed. SEML firmly believes that trust and value can only be created if the top management is equally forthright in reporting bad and good news.

Guidelines:
• SEML's management, directors and all employees must ensure that no false or intentionally misleading entries are made in the company's books of accounts
• All transactions must be supported by accurate documentation in reasonable detail. Financial Statements and all books and records must reflect accurately all transactions of the company
• All employees are expected to demonstrate financial integrity in processing travel and expense reports and financial transactions
• Communicate openly, honestly and in a timely manner with our internal and independent auditors
• Act in good faith, responsibly and with due care and diligence without misrepresenting material facts or allowing your independent judgment to be subordinated by others
• Preserve books of accounts, records and business documents as stipulated by law

SEML will ensure that its management, directors, employees, customers, suppliers or any other associate strictly abides by insider trading laws to avoid any gains through information not available to general public. Conduct in violation of securities laws can subject individuals as well as company to civil and criminal penalties and is contrary to our value system.

Guidelines:
• Sometimes employees have information about SEML or its associates or subsidiary or about a company with which SEML does business that is not known to investing public. If the information is such that it can influence in reaching an investment decision, the information can be considered material.
• You an your immediate family members, relatives or friends should avoid buying or selling shares of SEML or for that matter any other entity if you happen to possess material information about the company not available to general public
• Communication of material information to a person who trades or advises other to trade in securities is also illegal

At SEML, we strive to achieve a workplace where individuality is respected and where people can perform to their highest potential. Our policies encourage workplace respect and enable us to attract, hire, retain and promote best performers at every level of the company without regard to their race, caste, creed, color, religion, sex, sexual orientation, age, nationality, disability etc.

Guidelines:
• Encourage a culture of mutual respect in which everyone understands and values the similarities and differences among our employees, customers, communities and other stakeholders.
• Work towards creating an environment of mutual respect that is free from any harassment and discrimination
• Avoid statements or engage in conduct that is degrading, offensive, humiliating or intimidating for others
• Base employment decisions on qualifications and performance. Recruit, hire, train, develop and promote persons in all job classifications based on merit

The Board of Directors has appointed three committees for effective and transparent corporate governance practices. These committees are Audit Committee, Remuneration Committee and Investor's Grievance Committee.

The members of the Audit Committee are appointed by the Board of Directors. The present members of the Audit Committee are Mr. A. K. Basu, Mr. Rakesh Mehra and Mr. G. D. Mundra. The Committee is chaired by Mr. Basu in the capacity of Independent Director. Mr. Mehra is also Independent Director while Mr. Mundra is a Wholetime Director.

The primary responsibilities of the Audit Committee are to
• Ensure that the Company is transparent and fair in providing financial information to all its stakeholders
• Ensure that robust internal control mechanisms in respect of corporate governance, accounting, finance, statutory compliance and ethical business practices have been adopted by the company
• Ensure that the company is forthright and transparent to its internal and external auditors
• Review and examine the company's financial statements on a regular basis

The Remuneration Committee consists of three Non-Executive Independent Directors namely Mr. Rakesh Mehra, Mr. P. R. Tripathi and Mr. A. K. Basu. The Chairman of the Committee is Mr. Rakesh Mehra. For a brief bio on the Committee Members please refer to the Board of Directors.

The main duties of the Remuneration Committee, in brief, are to
• Review the goals, targets and objectives set by the Senior Management for a specific time period
• Assess the performance of the Company's Management Board and senior executives in light of the targets set forth
• Evaluate Senior Management's compensation package and the basis of performance bonuses granted/to be granted for meeting certain targets
• Provide inputs and insights in development of incentive compensation plans, stock option plans, employee stock option plans etc.

The Investor's Grievance Committee is headed by Mr. A.K. Basu with Mr. Rakesh Mehra and Mr. G. D. Mundra as members of the Committee. Mr. P.K. Jain, CFO & Company Secretary, is the Compliance Officer of the Committee.

The Committee's main objectives are to
• Ensure that information pertaining to the shareholders of the Company are properly and promptly disseminated using a convenient medium of communication
• Resolve investor's queries, complaints, and other issues at the earliest
• Form a proper mechanism through which all investor related issues are dealt and reported in a transparent manner