Name : Apoorva K

Registration No. : 21DBALB005

Programme : B.A.,LL,B(Hons)

Semester : Vth Sem

Course : CGMA

Course Code : 5BAL522

Component : CG Code

Date : 24/09/2023

Submitted to : Prof. Vasanta

 INDEX

1 INTRODUCTION

1.1 Structure of corporate governance

1.2 Board composition
1.3 Ownership structure
1.4 Prospectus

2 EFFECTIVENESS OF THE BOARD

2.1 Education qualifications and work experience

3 INTEREST CONTROL RULES

3.1 Articles of association

3.2 Conflict of interest

4 STAKE HOLDER ENGAGEMENT

4.1 Employees
4.2 Suppliers
4.3 Dealers and distributors
4.4 Customers
4.5 Local communities
4.6 Regulatory bodies and government
agencies

5 CORPORATE CULTURE

5.1 CSR policies

6 CONCLUSION

6.1 Why steelx india limited?

6.2 Areas of improvement
6.3 Core code of governance
1 INTRODUCTION:

SteelX India Limited, in the Indian steel industry, has undergone a

transformative merger with AlloyForge India Limited, cementing its
position as a formidable force in the domestic steel market. Founded on a
legacy of excellence and innovation, SteelX has not only weathered the
dynamic challenges of the industry but has emerged as a symbol of
resilience and growth. This merger has catapulted the company into a new
era of possibilities, offering an expanded product portfolio, a broader
market presence, and an even more critical role in India's economic
landscape. With a rich history and a promising future, SteelX India Limited
stands poised to uphold the highest standards of corporate governance,
ensuring transparency, accountability, and sustainable value creation for all
its stakeholders. In this document, we present the corporate governance
code that will guide our operations and decisions, underlining our
unwavering commitment to ethical practices and responsible business
conduct.

1.1 STRUCTURE OF CORPORATE GOVERNANCE

At the core of SteelX India Limited's corporate governance is a robust

framework that encompasses the company's internal structures and
relationships. This framework is designed to facilitate responsible decision-
making, ensure accountability, and safeguard the interests of all
stakeholders involved.

1.2 BOARD COMPOSITION:

The Board of Directors is the cornerstone of SteelX India Limited's

corporate governance framework. It comprises a minimum of five directors,
including a Chairperson, CEO, and a mix of executive and non-executive
directors. This composition is designed to strike a balance between
leadership, strategic oversight, and independent judgment.

 Chairperson: The Chairperson leads the board meetings, sets the

agenda, and ensures effective communication among board members.
 Their leadership is instrumental in driving the company's strategic
direction.

 CEO: As the Chief Executive Officer, the CEO is responsible for the day-
to-day operations of SteelX India Limited. They implement the strategic
decisions of the board and oversee the management team.

 Independent Directors: The presence of independent directors ensures

objectivity and impartiality in board discussions. These directors bring
diverse expertise and experience to the board, contributing to a well-
rounded decision-making process.

 Board Committees: SteelX India Limited maintains specialized board

committees to enhance corporate governance further:
a) Audit Committee: This committee oversees financial reporting, internal
controls, and risk management. It ensures the accuracy and transparency
of financial information.
b) Nomination and Remuneration Committee: This committee is
responsible for selecting new board members, evaluating their
qualifications, and setting fair compensation policies. It ensures that
board appointments are based on merit and align with the company's
objectives.

1.3 OWNERSHIP STRUCTURE

SteelX India Limited is a company with a diverse ownership structure that
reflects a blend of institutional and individual investors. The ownership
shares are valued in Indian Rupees (INR).

 Promoter Group: The Promoter Group, led by the founding family, holds
a substantial stake in SteelX India Limited. Their ownership amounts to
approximately INR 800 crore, representing a 30% stake in the company.
This significant ownership interest underscores their long-term
commitment to the company's success.

 Institutional Investors: SteelX India Limited has attracted a range of

institutional investors, including mutual funds, insurance companies, and
pension funds. These institutional investors collectively own around INR
 1,200 crore worth of shares, constituting a 45% stake in the company.
Their participation reflects confidence in the company's growth potential.

 Individual Shareholders: Individual investors, both retail and high-net-

worth individuals, hold the remaining 25% of SteelX India Limited's
shares, valued at approximately INR 600 crore. This broad base of
individual shareholders underscores the company's widespread appeal
among the investing public.

 Employee Stock Ownership Plan (ESOP): To align the interests of

employees with the company's success, SteelX India Limited has
introduced an ESOP program. Employees collectively hold INR 100 crore
worth of shares through this program, representing a 4% stake in the
company. This not only incentivizes employees but also fosters a sense of
ownership and commitment.
The diverse ownership structure of SteelX India Limited
ensures a healthy balance of control and influence, preventing any single
entity from dominating decision-making processes. This structure
promotes transparency, accountability, and equitable wealth distribution
among various stakeholders, reinforcing the company's commitment to
responsible corporate governance.

1.4 PROSPECTUS
SteelX India Limited takes great pride in presenting its prospectus,
providing investors and stakeholders with a comprehensive overview of the
company's history, performance, and future aspirations.

Company Overview:

 Company Name: SteelX India Limited

 Incorporation Date: April 1, 1990
 Merged Company: Recently merged with AlloyForge India Limited on
January 1, 2023.
 Business Focus: SteelX India Limited is a prominent player in the
Indian steel industry, specializing in the manufacturing and
 distribution of high-quality steel products for various sectors,
including construction, automotive, and infrastructure development.
 Financial Health: Revenue (FY 2022): INR 10,000 crores
Net Profit (FY 2022): INR 1,500 crores
Total Assets (FY 2022): INR 15,000 crores
Market Capitalization: INR 25,000 crores

 Growth Prospects: SteelX India Limited is poised for substantial growth

in the coming years, capitalizing on synergies resulting from the merger
with AlloyForge India Limited. The company aims to expand its product
offerings, penetrate new markets, and enhance its operational efficiency.
 Sustainability Commitment: SteelX India Limited is committed to
sustainable business practices. We have implemented eco-friendly
production processes, reduced carbon emissions, and actively promote
the use of recycled materials in our products. Our goal is to minimize our
environmental footprint while contributing to a greener India.
 Corporate Governance: Transparency, accountability, and ethical
conduct are at the core of our corporate governance principles. We
adhere to the highest standards to ensure that our shareholders' interests
are protected.
 Board of Directors: Our Board of Directors comprises esteemed
individuals with diverse backgrounds and expertise.
i. Chairperson: Mrs. Aisha Sharma - A visionary leader with over 30
years of experience in the steel industry.
ii. CEO: Mr. Rajesh Singh - A dynamic leader known for his strategic
acumen and commitment to innovation.
iii. Independent Directors: A panel of eminent professionals providing
impartial guidance and oversight.
 Future Initiatives: SteelX India Limited is dedicated to investing in
cutting-edge technology, research, and development to maintain our
competitive edge. We plan to introduce innovative steel products tailored
to the evolving needs of our customers.
 Investment Opportunity : This prospectus provides a unique opportunity
for investors to become part of our journey towards becoming a leading
force in the Indian steel industry. We invite you to join us in shaping the
future of steel in India.
 2 EFFECTIVENESS OF THE BOARD

The effectiveness of the Board of Directors at SteelX India Limited is

crucial for the company's growth and sustainability. Each director
possesses a unique combination of education qualifications and work
experience that enhances their ability to contribute positively to the
organization:

A)Chairperson - Ms. Priya Kapoor:

Education: Ms. Kapoor holds a Master's degree in Business Administration

(MBA) from the prestigious Indian Institute of Management (IIM) and has
completed advanced leadership courses from Harvard Business School.

Work Experience: With over 25 years of experience in the steel industry,

Ms. Kapoor has a deep understanding of the market dynamics and
regulatory environment. She has previously served as the CEO of a leading
steel conglomerate and successfully navigated it through periods of growth
and adversity. Her strategic acumen and leadership skills make her a
valuable asset in guiding SteelX India Limited's expansion plans.

B) CEO and Director - Mr. Arjun Mehta:

Education: Mr. Mehta holds a Bachelor's degree in Metallurgical
Engineering from the Indian Institute of Technology (IIT) and an MBA
from a renowned international business school.
Work Experience: Mr. Mehta has a wealth of experience in the steel
sector, having worked in leadership roles in various steel companies for
over 20 years. His technical background combined with his business
acumen enables him to drive innovation and operational excellence within
SteelX India Limited.
C) Independent Director - Dr. Ritu Sharma:
Education: Dr. Sharma is a distinguished academician with a Ph.D. in
Corporate Governance from a prominent Indian university. She also holds
a Master's degree in Economics.
Work Experience: As a renowned expert in corporate governance, Dr.
Sharma brings invaluable insights into ethical practices and regulatory
compliance. She has served on the boards of several organizations and has
contributed significantly to enhancing governance standards in the
industry.
 D)Independent Director - Mr. Rajesh Khanna:
Education: Mr. Khanna is a Chartered Accountant (CA) and holds a Master's
degree in Finance from a reputed international institution.
Work Experience: With a career spanning over 30 years in finance and audit,
Mr. Khanna's financial expertise is indispensable to the board. He has held
leadership positions in global auditing firms and is well-versed in risk
management, financial reporting, and corporate finance.

E) Independent Director - Dr. Sunita Patel:

Education: Dr. Patel is a renowned environmental scientist with a Ph.D. in
Environmental Studies from a prestigious Indian university.
Work Experience: Dr. Patel's extensive experience in environmental
sustainability and her deep commitment to responsible corporate
practices make her a vital contributor to the board. She has worked with
government bodies and international organizations on sustainable
development initiatives.

The diverse educational backgrounds and extensive work experiences of

these directors collectively strengthen SteelX India Limited's governance
structure. Their knowledge, expertise, and commitment to ethical practices
and sustainable growth ensure that the company is well-equipped to face
the challenges of the dynamic steel industry in India while upholding the
highest standards of corporate governance.

3 INTEREST CONTROL RULES

SteelX India Limited's Article of Association includes rules to control

conflicts of interest among its directors and senior executives. It outlines the
procedures for disclosing and managing potential conflicts, ensuring that
decisions are made in the best interest of the company.

3.1 ARTICLES OF ASSOCIATION

SteelX India Limited

 Name of the Company

The name of the company is "SteelX India Limited."
 Registered Office - The registered office of the company shall be situated
in India, in a location decided upon by the Board of Directors.
 Objects of the Company - The objects for which the company is
established are to engage in the business of manufacturing, marketing,
and selling steel and steel-related products within the territory of India.
 Share Capital
(a) The authorized share capital of the company is INR 1000 crores
divided into 800 equity shares of INR 600 each.

(b) The issued, subscribed, and paid-up share capital of the company
shall be determined by the Board of Directors and shall be in accordance
with the applicable laws and regulations.
 Board of Directors
(a) The Board of Directors shall consist of a minimum of 5 and a
maximum of 10 directors.
(b) The directors shall be appointed and may be removed in accordance
with the provisions of the Companies Act, 2013 and the company's
Articles of Association.
 Powers and Responsibilities of Directors
(a) The Board of Directors shall have the power to manage the affairs of
the company, including but not limited to:
i. Determining the company's strategic direction.
ii. Approving annual budgets and financial statements.
iii. Appointing and removing senior executives.
iv. Declaring dividends, if any.
(b) The directors shall act honestly, in good faith, and in the best
interests of the company. They shall exercise due care, skill, and
diligence in the performance of their duties.
 Audit Committee
(a) The company shall establish an Audit Committee consisting of at
least three directors, a majority of whom shall be independent directors.
(b) The Audit Committee shall oversee financial reporting, internal
controls, and risk management.
 Nomination and Remuneration Committee
(a) The company shall establish a Nomination and Remuneration
Committee consisting of at least three directors, a majority of whom
shall be independent directors.
 (b) The Nomination and Remuneration Committee shall be responsible
for recommending the appointment and remuneration of directors and
senior executives.
 Amendment of Articles - These Articles of Association may be altered or
amended by a special resolution of the shareholders in accordance with the
Companies Act and the company's Memorandum of Association.
 Dissolution - The company may be dissolved or wound up in accordance
with the provisions of the Companies Act.

3.2 CONFLICT OF INTEREST

Directors and senior executives of the company shall disclose any conflicts
of interest as per the provisions of the Companies Act and the company's
policies. Conflicted individuals shall refrain from participating in
discussions or decisions related to such conflicts. The company shall
maintain open channels of communication with its stakeholders, including
employees, suppliers, dealers, and customers. The Board of Directors shall
ensure that stakeholder interests are considered in the company's decision-
making processes.

4 STAKEHOLDER ENGAGEMENT:

SteelX India Limited is dedicated to building and maintaining positive

relationships with all its stakeholders by emphasizing transparency, ethical
practices, and open communication. These efforts not only contribute to the
company's success but also align with its commitment to corporate social
responsibility and sustainable business practices.

4.1 EMPLOYEES:
 Workplace Culture: SteelX India Limited fosters a workplace culture
that values diversity, inclusivity, and employee well-being. The
company promotes a safe and healthy working environment and
encourages a culture of respect and collaboration.
 Employee Development: The company invests in employee
development through training programs, skill enhancement, and career
 progression opportunities. Employee feedback is actively sought to
improve working conditions and career growth.
 Employee Representatives: SteelX India Limited maintains open
channels of communication with employee representatives, such as
labor unions or workers' councils, to address labor-related issues and
ensure fair employment practices.

4.2 SUPPLIERS:

 Fair and Ethical Procurement: The company adheres to fair and ethical
procurement practices. Suppliers are selected based on criteria that
include quality, reliability, and ethical conduct.
 Supplier Relationships: SteelX India Limited values its supplier
relationships as strategic partnerships. Regular meetings and feedback
mechanisms are in place to ensure smooth collaboration and to address
any issues promptly.
 Sustainability: The company encourages suppliers to adopt sustainable
practices and to align with its environmental and social responsibility
standards.

4.3 DEALERS AND DISTRIBUTORS:

 Distribution Network: SteelX India Limited maintains a robust

network of dealers and distributors across the country, ensuring that its
products are easily accessible to customers.
 Support and Training: The company provides support and training to
dealers and distributors to help them effectively market and sell its
products.
 Feedback Loop: Regular feedback from dealers and distributors is
welcomed and used to improve product offerings and distribution
strategies.

4.4 CUSTOMERS:
  Customer-Centric Approach: SteelX India Limited is committed to
meeting customer needs and expectations. It actively seeks feedback
through surveys and customer service channels to improve product
quality and service levels.
 Quality Assurance: The company has stringent quality assurance
processes in place to deliver products that meet or exceed customer
specifications.
 Transparency: Customers are provided with transparent information
about product specifications, pricing, and delivery schedules.

4.5 LOCAL COMMUNITIES:

 Community Engagement: SteelX India Limited engages with local

communities near its manufacturing facilities through community
outreach programs, job creation, and infrastructure development
initiatives.
 Environmental Responsibility: The company is mindful of its
environmental impact and takes steps to minimize it. This includes
reducing emissions, conserving resources, and investing in sustainable
technologies.

4.6 REGULATORY BODIES AND GOVERNMENT AGENCIES:

 Compliance: SteelX India Limited diligently adheres to all applicable

laws and regulations. The company maintains open communication
with regulatory bodies and government agencies, ensuring compliance
and transparency.
 Advocacy: The company may also engage in advocacy efforts to support
policies that promote the growth and sustainability of the steel industry.

5 CORPORATE CULTURE

SteelX India Limited fosters a corporate culture characterized by the

following principles:
 Integrity: The company upholds the highest ethical standards in all its
operations. Honesty and transparency are the cornerstones of its
interactions with employees, customers, suppliers, and stakeholders.
 Innovation: SteelX encourages a culture of innovation, where employees
are empowered to propose and implement creative solutions to improve
processes and products continually.
 Sustainability: Environmental responsibility is integral to the corporate
culture. SteelX actively seeks sustainable practices in steel production,
minimizing its carbon footprint and reducing waste.

5.1 CSR POLICIES

Corporate Social Responsibility (CSR) Initiatives for SteelX India Limited -

FY 2021-2022:

SteelX India Limited is committed to making a positive impact on society

through its CSR initiatives. During the fiscal year 20XX-20YY, the company
allocated a significant portion of its profits to various CSR projects. Below
are some details of the CSR activities undertaken by SteelX India Limited
along with hypothetical numbers in crores (in INR):

 Education (INR 5 Crores): SteelX India Limited believes in the power of

education and has been actively contributing to the improvement of
educational facilities in nearby communities. In the past year, the
company collaborated with local schools to provide infrastructure
upgrades, scholarships, and educational resources to underprivileged
students.
 Healthcare (INR 4 Crores): The company recognizes the importance of
healthcare in the community. A significant portion of the CSR budget
was allocated to healthcare projects, including setting up medical camps
in rural areas, supporting healthcare infrastructure, and providing free
medical check-ups and treatments to those in need.
 Environmental Sustainability (INR 3 Crores): Environmental
conservation is a top priority for SteelX India Limited. The company
invested in initiatives aimed at reducing its carbon footprint, such as
afforestation programs, renewable energy projects, and waste
 management solutions. Additionally, they implemented eco-friendly
practices within their manufacturing processes.
 Skill Development and Employment (INR 2 Crores): SteelX India
Limited believes in empowering local communities through skill
development and employment opportunities. They collaborated with
vocational training institutes and conducted skill development programs,
helping individuals acquire marketable skills and gain employment.
 Community Development (INR 1 Crore): The company allocated funds
for various community development projects, including building
community centers, improving local infrastructure, and supporting local
artisans and small businesses to boost economic development in nearby
areas.

 COVID-19 Relief (INR 5 Crores): In response to the COVID-19

pandemic, SteelX India Limited extended support to healthcare facilities,
distributed essential supplies to affected communities, and provided
financial assistance to employees and their families affected by the
pandemic.

These CSR initiatives represent SteelX India Limited's commitment to

corporate social responsibility and its dedication to making a positive
difference in the lives of people and the environment. The total amount
channeled for CSR activities during the fiscal year 2021-2022 was INR 20
Crores, reflecting the company's strong sense of social responsibility.

6. CONCLUSION:

SteelX India Limited, an amalgamation of strength and potential, has been

the focus of this Corporate Governance Code. This conclusion delves deeper
into the rationale for selecting this company, identifies areas for
improvement, and outlines the core codes that underscore its corporate
governance framework.

6.1 WHY STEELX INDIA LIMITED?

The selection of SteelX India Limited as the subject of this Corporate

Governance Code was driven by several key factors:
 Prominence in the Indian Steel Industry: SteelX India Limited holds a
significant position within the Indian steel industry, contributing to the
nation's infrastructure and economic development. As a prominent
player, its governance practices serve as a benchmark for others in the
sector.
 Recent Merger: The recent merger with AlloyForge India Limited
signifies a pivotal moment in the company's history, which necessitates a
renewed focus on governance to harness the potential synergies and
ensure a smooth transition.
 Domestic Focus: Operating exclusively within India's domestic market
provides unique insights into the nuances of governance in a domestic
context, allowing for tailored practices that suit the specific needs of the
company and its stakeholders.

6.2 AREAS FOR IMPROVEMENT:

While SteelX India Limited exhibits strong governance principles,

continuous improvement is essential for sustained success:

 Enhanced Monitoring: Implementing robust monitoring mechanisms

to ensure that governance principles are adhered to consistently, and
deviations are promptly addressed.
 Board Training: Regular training and development programs for board
members to keep them updated on evolving governance best practices
and industry trends.
 Stakeholder Engagement: Strengthening engagement with
stakeholders, including a more comprehensive feedback mechanism, to
better understand their evolving needs and concerns.

6.3 CORE CODES OF GOVERNANCE:

The Corporate Governance Code for SteelX India Limited is anchored in

the following core principles:

 Transparency: Ensuring that all stakeholders have access to timely

and accurate information about the company's operations, financial
performance, and strategic direction.
  Accountability: Holding the board and management accountable for
their decisions and actions, with a focus on aligning corporate goals
with shareholder interests.
 Responsibility: Defining clear roles and responsibilities for directors
and executives to foster effective decision-making and risk
management.
 Ethical Behavior: Promoting a corporate culture that values integrity,
ethical behavior, and compliance with laws and regulations.
 Social Responsibility: Committing to social responsibility through
corporate social responsibility (CSR) initiatives that benefit the
community and the environment.

In conclusion, SteelX India Limited stands as a model for responsible and

ethical corporate governance within India's steel industry. This Corporate
Governance Code serves as a blueprint for the company's ongoing
commitment to excellence in governance practices. By addressing areas for
improvement and upholding the core codes of governance, SteelX India
Limited will continue to thrive and set industry standards, all while
contributing to the well-being of its stakeholders and the broader society.

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