| 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 LODR Regulation |
| Sr |
Item
| Compliance status (Yes/No/NA)
| If status is No details of non-compliance may be given here.
| Web address
|
| 1.1 |
Details of business |
Yes |
|
https://www.nsltd.in/en/aboutus/company-overview |
| 1.2 |
Memorandum of Association and Articles of Association |
Yes |
|
https://www.nsltd.in/admin/Upload/Policies-Document/d5f51e2b5dd045c399d7ae6eddcbdc70_20250716170737753.pdf |
| 1.3 |
Brief profile of board of directors including directorship and full time positions in body corporates |
Yes |
|
https://www.nsltd.in/en/aboutus/board-of-directors-and-cvo |
| 2 |
Terms and conditions of appointment of independent directors |
No |
NMDC Steel Limited, being a Government Company, the Independent Directors are appointed by the administrative Ministry i.e. Ministry of Steel, Government of India. The Independent Directors once appointed, shall be paid sitting fees for attending the meetings of the Board or Committees thereof. |
|
| 3 |
Composition of various committees of board of directors |
No |
Due to absence of Independent Directors on the Board of the Company, the Committees of the Board are yet to be constituted |
|
| 4 |
Code of conduct of board of directors and senior management personnel |
Yes |
|
https://www.nsltd.in/admin/Upload/Policies-Document/c030b362213c4f9ebe76b57ddfdfd874_20240624110516022.pdf |
| 5 |
Details of establishment of vigil mechanism or whistle blower policy |
No |
|
https://www.nsltd.in/admin/Upload/Policies-Document/4a8762cb7c61497caef3496538c063fe_20240624110916008.pdf |
| 6 |
Criteria of making payments to non-executive directors |
NA |
|
|
| 7 |
Policy on dealing with related party transactions |
Yes |
|
https://www.nsltd.in/admin/Upload/Policies-Document/1d3b7fe4b91f4861a18e92f4315d03b8_20260424023717314.pdf |
| 8 |
Policy for determining material subsidiaries |
No |
The Company does not have any subsidiary at present. Accordingly, this Policy has not been formulated. |
|
| 9 |
Details of familiarization programmes imparted to independent directors |
No |
Since there are no Independent Directors on the Board, the said provision are not applicable. |
|
| 10 |
Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances |
Yes |
|
Sh. Aniket Kulshreshtha Company Secretary NMDC Steel Limited Phone: 040-23538757 email ID : cs_nisp@nmdc.co.in |
| 11 |
Email address for grievance redressal and other relevant details |
Yes |
|
ims_nisp@nmdc.co.in cs_nisp@nmdc.co.in |
| 12 |
Financial results |
Yes |
|
https://www.nsltd.in/en/investors/financial-results |
| 13 |
Shareholding pattern |
Yes |
|
https://www.nsltd.in/en/investors/shareholding-patterns |
| 14 |
Details of agreements entered into with the media companies and/or their associates |
NA |
|
|
| 15.1 |
Schedule of analyst or institutional investor meet and presentation prepared by listed entity for analyst or institutional investor meet |
NA |
|
|
| 15.2 |
Audio or video recordings and transcripts of post earnings/quarterly calls |
NA |
|
|
| 16 |
New name and the old name of the listed entity |
NA |
|
|
| 17 |
Advertisements as per regulation 47 (1) |
Yes |
|
https://www.nsltd.in/en/investors/investor-information |
| 18 |
Credit rating or revision in credit rating obtained |
Yes |
|
https://www.nsltd.in/en/investors/credit-ratings |
| 19 |
Separate audited financial statements of each subsidiary of the listed entity |
NA |
|
|
| 20 |
Secretarial compliance report |
Yes |
|
https://www.nsltd.in/admin/Upload/Investor_News_Documents/1f002bab1aee4e3493ad1d09fc75833d_20250716170404289.pdf |
| 21 |
Materiality policy as per regulation 30 (4) |
Yes |
|
https://www.nsltd.in/admin/Upload/Policies-Document/d6d36071449c4a92a5d08491bb3d6a3c_20260324050435769.pdf |
| 22 |
Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) |
Yes |
|
https://www.nsltd.in/admin/Upload/Policies-Document/f02a622985ef43ba8a5ecbbf2eae617b_20260324052818368.pdf |
| 23 |
Disclosures under regulation 30(8) |
Yes |
|
https://www.nsltd.in/en/investors/investor-information |
| 24 |
Statements of deviation(s) or variations(s) as specified in regulation 32 |
NA |
|
|
| 25 |
Dividend distribution policy as specified in regulation 43A (1) |
Yes |
|
https://www.nsltd.in/admin/Upload/Policies-Document/8b77b64fa8d24333bdf2614519ae03ba_20240624110713217.pdf |
| 26.1 |
Annual return as provided under section 92 of the Companies Act 2013 |
Yes |
|
https://www.nsltd.in/en/investors/annual-returns |
| 26.2 |
Employee benefit scheme documents framed in terms of SEBI (SBEB) regulations 2021 |
|
|
|
| 27 |
Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) |
Yes |
|
https://www.nsltd.in/en/investors/disclosure-under-reg |
| 28 |
Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation |
Yes |
|
https://www.nsltd.in/en/investors/disclosure-under-reg |
| 29 |
Disclosure of notes on website in terms of Listing Regulations explanatory |
|
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) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. |
| 2 |
Board Composition |
17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. |
| 3 |
Meeting Of Board Of Directors |
17(2) |
Yes |
|
| 4 |
Quorum of board meeting |
17(2A) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. Therefore, the quorum requirement of atleast 1 Independent Director attending the meeting is non-compliant. |
| 5 |
Review of Compliance Reports |
17(3) |
Yes |
|
| 6 |
Plans for orderly succession for appointments |
17(4) |
NA |
|
| 7 |
Code of Conduct |
17(5) |
Yes |
|
| 8 |
Fees/compensation |
17(6) |
NA |
|
| 9 |
Minimum Information |
17(7) |
Yes |
|
| 10 |
Compliance Certificate |
17(8) |
Yes |
|
| 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) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. Therefore, the Company is not in position to constitute the Audit Committee. |
| 16 |
Meeting of Audit Committee |
18(2) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. Therefore, the Company is not in position to constitute the Audit Committee. |
| 17 |
Role of Audit Committee and information to be reviewed by the audit committee |
18(3) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. Therefore, the Company is not in position to constitute the Audit Committee. |
| 18 |
Composition of nomination & remuneration committee |
19(1) & (2) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. Therefore, the Company is not in position to constitute the Nomination & Remuneration Committee. |
| 19 |
Quorum of Nomination and Remuneration Committee meeting |
19(2A) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. Therefore, the Company is not in position to constitute the Nomination & Remuneration Committee. |
| 20 |
Meeting of Nomination and Remuneration Committee |
19(3A) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. Therefore, the Company is not in position to constitute the Nomination & Remuneration Committee. |
| 21 |
Role of Nomination and Remuneration Committee |
19(4) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. Therefore, the Company is not in position to constitute the Nomination & Remuneration Committee. |
| 22 |
Composition of Stakeholder Relationship Committee |
20(1), 20(2) & 20(2A) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. Therefore, the Company is not in position to constitute the Stakeholders Relationship Committee. |
| 23 |
Meeting of Stakeholders Relationship Committee |
20(3A) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. Therefore, the Company is not in position to constitute the Stakeholders Relationship Committee. |
| 24 |
Role of Stakeholders Relationship Committee |
20(4) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. Therefore, the Company is not in position to constitute the Stakeholders Relationship Committee. |
| 25 |
Composition and role of risk management committee |
21(1),(2),(3),(4) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. Therefore, the Company is not in position to constitute the Risk management Committee. |
| 26 |
Meeting of Risk Management Committee |
21(3A) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. Therefore, the Company is not in position to constitute the Risk management Committee. |
| 27 |
Quorum of Risk Management Committee meeting |
21(3B) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. Therefore, the Company is not in position to constitute the Risk management Committee. |
| 28 |
Gap between the meetings of the Risk Management Committee |
21(3C) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. Therefore, the Company is not in position to constitute the Risk management Committee. |
| 29 |
Vigil Mechanism |
22 |
Yes |
|
| 30 |
Policy for related party Transaction |
23(1), (1A), (5), (6), & (8) |
Yes |
|
| 31 |
Prior or Omnibus approval of Audit Committee for all related party transactions |
23(2), (3) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. Therefore, the Company is not in position to constitute the Audit Committee. |
| 32 |
Approval for material related party transactions |
23(4) |
NA |
|
| 33 |
Disclosure of related party transactions on consolidated basis |
23(9) |
Yes |
|
| 34 |
Composition of Board of Directors of unlisted material Subsidiary |
24(1) |
NA |
|
| 35 |
Other Corporate Governance requirements with respect to subsidiary of listed entity |
24(2),(3),(4),(5) & (6) |
NA |
|
| 36 |
Alternate Director to Independent Director |
25(1) |
NA |
|
| 37 |
Maximum Tenure |
25(2) |
NA |
|
| 38 |
Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism |
25(2A) |
NA |
|
| 39 |
Meeting of independent directors |
25(3) & (4) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. |
| 40 |
Familiarization of independent directors |
25(7) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. |
| 41 |
Declaration from Independent Director |
25(8) & (9) |
No |
Being a Government company and pursuant to Article 73 and 74 of the Articles of Association of the company, the power of appointment of Directors on the Board of the company vests with the President of India through controlling Ministry, viz., Ministry of Steel, Govt. of India. However, no Independent Directors have been appointed by the controlling ministry till the date of this report. |
| 42 |
Directors and Officers insurance |
25(10) |
Yes |
|
| 43 |
Confirmation with respect to appointment of Independent Directors who resigned from the listed entity |
25(11) |
NA |
|
| 44 |
Memberships in Committees |
26(1) |
Yes |
|
| 45 |
Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel |
26(3) |
Yes |
|
| 46 |
Policy with respect to Obligations of directors and senior management |
26(2) & 26(5) |
Yes |
|
| 47 |
Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity |
26(6) |
NA |
|
| 48 |
Vacancies in respect Key Managerial Personnel |
26A(1) & 26A(2), 26A(3) |
Yes |
|
| Any other information to be provided - Add Notes |
|