DIRECTORS REPORT Dear Members, On behalf of the Board of Directors of the Company, I take great pleasure in presenting the 97th Annual Report of the Company for the financial year ended 31st March, 2015 together with the Audited Statements of Accounts, the Auditors' Report and Comments on the Accounts by the Comptroller and Auditor General of India. It can be observed from the above table that Company has made a net profit of Rs.1770.09 lacs which was possible only through judicious investment of surplus fund of the Company and also no provision was made in 2014-15 towards expenditure on legal matters. OMDC was operating six mining leases of Iron Ore and Manganese Ore in the State of Odisha. As you know, the operations in six mines were stopped in phases from 2006 -2010 due to non renewal of mining leases and consequent non availability of statutory clearances. As a result, the company has not been able to do any production during the entire financial year. This has caused serious set-back to the earnings of OMDC which has been the major raw materials supplier to Steel Companies/Sponge Iron Units in the non-captive sector primarily in the states of Odisha, Jharkhand & West Bengal. 2. REVIEW OF THE FINANCIAL PERFORMANCE During the year under review, your Company has recorded no sales. Other incomes in the year 2014-15 are decreased by 0.93% in comparison to previous year 2013-14 from Rs.7536.36 lacs to Rs.7466.58 lacs. Profit before tax during the financial year 2014-15 stood at Rs.2583.69 lacs as compared to Rs.1674.44 lacs for the previous financial year 2013-14 registering a increase by 54.30 %. Profit after tax for the financial year 2014-15 had been Rs.1770.09 lacs as compared to Rs.626.30 lacs during the previous financial year 2013-14 registering aincrease by 182.63%. As there was no production and dispatch of Iron Ore and Manganese Ore during the year 2014-15, there was no operating income during this year. The main earning of the Company for the year 2014-15 was interest from the term deposits. 3. OUTPUTAND DISPATCH Closure of all six mines, owing to non availability of statutory clearances coupled with the restrictions imposed on the transporting of minerals have affected production and dispatch of the company adversely and has resulted in nil production and nil dispatch during the year 2014-15. 4. DIVIDEND Based on the financial results of the Company and keeping in view the suspension of mining operations of the company for a long period, your Board is pleased to recommend for the year a dividend of Rs.4.43 per equity share of each. This would involve a cash outgo of Rs. 318.94 lacs inclusive of tax on dividend. 5. OTHERINCOME Your Company continued its prudent cash planning to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring. As per the Government Guidelines, the Company deployed the surplus funds in fixed deposits and earned an interest income of Rs.74.02 crores on fixed deposits during the year 2014-15 which is included in the other income head of the Statement of Profit & Loss Account for the year ended 31st March, 2015. 6. NETWORTH The net worth of the Company has recorded an increase of 0.94% from the previous financial year 2013-14. For the year 2014-15, theNet-Worthofthe Company is Rs. 826.22 crores as compared to Rs.818.50 croresinthe previous financial year ended31stMarch,2014. 7. TRANSFERTO RESERVES During the year 2014-15, the Company has transferred Rs.89.50 lacs from Capital Reserve to General Reserve. 8. TRANSFER OFAMOUNT TO INVESTOR EDUCATIONAND PROTECTION FUND The Company has transferred a total sum of Rs.33,57,397/- during the financial year 2006-2007 to the Investor Education & Protection Fund established by the Central Government in compliance with Section 205C of the Companies Act, 1956. The said amount represents unclaimed dividend for the year which were lying with the company for a period of seven years from their respective due dates of payment. Prior to transferring the aforesaid sum, the company has sent reminders to the shareholders for submitting their claims for unclaimed dividend. 9. SHARECAPITAL The paid up Equity Share Capital as on March 31,2015 was Rs.60 lacs divided into 60,00,000 equity share of face value of Rs.1 each. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31,2015, none of the Directors of the Company hold shares or convertible instruments of the Company. 10. MEETINGS OFTHE BOARD OF DIRECTORS The Board met 5 (five) times during the year 2014-15. The details of Board Meetings are provided in the Corporate Governance Report annexed with this Board Report. The gap between any two Board Meetings never exceeded the prescribed time limit. 11. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS All the Independent Directors of the Company have given declaration to the Company stating their independence pursuant to Section 149(6) of the Companies Act, 2013 and the same have been placed and noted by the Board in its meeting held on 29th May, 2015. 12.AUDITCOMMITTEE The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instances where the Board has not accepted the recommendations of the Audit Committee. During the year, six Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. 13. NOMINATION AND REMUNERATION COMMITTEE The company had constituted Nomination and Remuneration Committee consisting of Non- Executive Independent Directors. The composition and terms of reference of the Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. Policy on directors' appointment and remuneration is not applicable for your Company as per notification dated 5th June,2015 issued by Ministry of Corporate Affairs. 14. CORPORATE SOCIAL RESPONSIBILITY (CSR) The Board of Directors approved a CSR Policy in the Board Meeting held on 13th November, 2014 which inter-alia states the constitution of the CSR Committee and CSR activities to be taken up by the Company. The CSR Committee has been constituted by the Board of Directors of the Company at its meeting held on 14th February, 2011 and subsequently reconstituted on 30th May, 2014. The said policy may be referred to at the Company's official website at the weblink, <http://www.birdgroup.gov.in/companies/OMDC/CSRPolicy/CSR-POLICY-2014.pdf>. The Company wishes to inform the members that it is well aware of its responsibility towards fulfilling its social responsibility. The Company would take necessary action to fulfill its CSR obligations. The Report on CSR activities is annexed herewith marked as Annexure I. 15.SWACHH BHARAT ABHIYAAN OMDC has participated in Swachh Bharat Abhiyaan. OMDC committed to construct 11 nos. of toilets in 11 schools in Keonjhar district Odisha as was indicated at the website of Ministry of Human Resource and Development (MHRD) under "Swachh Vidyalaya Abhiyan". A budget of Rs. 22 Lakhs was allocated for the year 2014-15 towards construction of toilets. The activity was taken up with coordination of District Project Coordinator, Govt. of Odisha under supervision of Department of Education, Govt. of Odisha. Construction of 11 nos. of toilets in 11 schools was completed by July, 2015 and reported to the Ministry of Human Resource and Development (MHRD). 16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The Company has not given any loan, guarantees or made any investments exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013. 17. PARTICULARS OF CONTRACTS ORARRANGEMENTS WITH RELATED PARTIES All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link www.birdgroup.gov.in/companies/OMDC/Investors/Shareholderinfo/POLICY-ON-MATERIALITY-OF- <http://www.birdgroup.gov.in/companies/OMDC/Investors/Shareholderinfo/POLICY-ON-MATERIALITY-OF->RELATED-PARTY-TRANSACTIONS.pdf. Particulars of Contracts or Arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as Annexure II to the Board's Report. 18. INTERNAL CONTROL SYSTEMS Your Company has an adequate system of Internal Control Procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The Internal Control Systems of the Company are monitored and evaluated by internal audit cell and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board. The internal audit cell monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, Departmental heads undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee ofthe Board. 19. FUTURE OUTLOOK The six mines of OMDC are in-operative due to non renewal of mining leases and consequent non availability of statutory clearances. Company's future plan could not take desired shape mainly because of uncertainties with the renewal of mining leases of the company. The company is committed to put all efforts to sort out the uncertainties and geared also to move forward for sustenance and better future. BRAHMANI COAL BLOCK Brahmani Coal Block in Talcher, Odisha has been allocated to OMDC by Ministry of Coal, Govt. of India on7.11.2013. Name ofCoal Block : Brahmani Coal Block. Area : 13.26 Sq.Km. Estimated Geological : 58.90 Million Tonnes. Reserves In accordance with Rule-7 of the "Auction by Competitive Bidding of Coal Mines Rules, 2012", Department of Steel & Mines, Govt. of Odisha directed OMDC to enter into an agreement with the Ministry of Coal, Govt. of India . As per the direction, the matter was pursued with Ministry of Coal on number of occasions for execution of agreement. The subsequent activities like Prospecting License (PL), Forest Clearance(FC) will be applied after the agreement is executed. The allocation of the Brahmani Coal Block adds another area of future profit centre for your Company besides the iron ore and Manganese ore mines having the best qualities of reserves. 20. MAJOR INITIATIVES 1. Meetings were held between Officials of Govt of India and Govt of Odisha regarding renewal of the six mining leases including three leases held in the name of BPMEL in favour of OMDC, as well as transfer of 3 leases in the name of BPMEL to OMDC. 2. Preparation of Form-1 along with Pre-Feasibility Report has been completed and the same submitted online to MoEF on 30.09.2014 for obtaining TOR in respect of Bagiaburu, Belkundi, Bhadrasahi Mines. 3. The Scheme of Mining in respect of Thakurani Iron & Manganese Mines, Dalki Manganese Mines for the period 2014-15 to 2018-19 approved by IBM, Bhubaneswar on 02.12.2014. 4. The Mining Plan in respect of Dalki Manganese Mines approved by IBM, Bhubaneshwar on 05.12.2014. 5. The requisite conditions for compliance of stage-1 Forest Clearance in respect of Bagiaburu Mines has been complied. 21. RESEARCH AND DEVELOPMENT OMDC has taken initiation to install 2 MTPA Beneficiation Plant and 2 MTPA Pelletisation Plant at its Mines near Barbil to utilize the low grade & sub grade iron ore of OMDC Mines. The Ore character analysis & its suitability study has been conducted by the IMMT, Bhubaneshwar. OMDC has filed the feasibility study project Report done through M/s M.N.Dastur & Co with IPICOL, Nodal Agency of Govt of Odissa for obtaining single window clearance which is under process. 22. STATUS OF RENEWAL OF THE MINING LEASES: 1) Kolha-Roida Mining Lease (BPMEL):- All the statutory clearances are available. Lease renewal proposal is sub-judice. Being BPMEL lease, outcome of court cases will have abearing on lease renewal. 2) Dalki Mining Lease (BPMEL): - All the statutory clearances are available. Lease renewal proposal is sub-judice. Being BPMEL lease, outcome of court cases will have abearing on lease renewal. 3) Thakurani Mining Lease (BPMEL): - Being a BPMEL lease, outcome of court cases will have abearing on Lease Renewal. 4) Bagiaburu, Belkundi & Bhadarasahi Mining Lease (OMDC):- All the above three mining leases of OMDC are lapsed by Govt. of Odisha. Revision Application submitted before the Mines Tribunal, Ministry of Mines, Govt. of India and appeal is under consideration. The Tribunal has called for comments from Govt. of Odisha. 23. EXEMPTION FOR SIGNING OF MOU FOR THE YEAR 2014-15 BY OMDC WITH HOLDING COMPANY(RINL) Ministry of Heavy Industries & Public Enterprises, Department of Public Enterprises, Govt. of India vide its letter dated 25.03.2015 informed that OMDC has been exempted from signing of MOU for the year 2015-16 with holding company, RINL since mines of OMDC are not in operation 24.CESSATION OF THE JOINT VENTURE COMPANY (EAST INDIAMINERALS LIMITED) The Agreement with Joint Venture Company M/s East India Minerals Limited (EIML) was ceased w.e.f. October, 2013. Presently the Company does not have any Subsidiary/Associate Companies/ Joint Venture Company. 25. INFORMATION TECHNOLOGY OMDC has taken initiative to publish all tenders/ Expression of Interest (EOI) in Companies Corporate Website as well as Central Public Procurement Portal (CPP Portal). Procedure for Sale of Iron Ore and Manganese Ore is designed through e-auction mode only. Biometric based Attendance System and CCTV based surveillance system is installed at Corporate office. Maintenance of Leave records and processing of salaries of the employees is being done through customized payroll system. Tally based Accounting Package is being used to pay vendors bills and different employee entitlements through RTGS and e-payment mode. OMDC is in the process to install the latest technology of satellite imagery to check movement of trucks, machinery & men to prevent any chance of illegal mining once the mines are put in operation including GPS/ GPRS based surveillance system in mines. 26. SAFETYMEASURES OMDC has initiated safety measures according to provision of the Mines Act, 1952 in terms of Rules, Regulations and Guidelines towards safety of employees engaged in mining and allied activities. Necessary safety devises, tools and implements have been provided to the concerned employees. Safe practices pertaining to different activities in mining operations are displayed through participation of workers in safety exhibitions locally as well as on regional basis. New practices are also regularly adopted by visiting similar mines. Basic and refresher training is imparted to the workers in the Vocational Training Center and from different disciplines and operational activities in the mines. 27. TECHNOLOGYUPGRADATION The focus of the Company is to develop OMDC as a green mining Company, having technological upgradation and taking all safety measures to have safe and cost effective mining operations. 28. IMPLEMENTATION OF THE RIGHT TO INFORMATION ACT, 2005 The Government of India enacted the Right to Information (RTI) Act, 2005 on June 15,2005. The objective of the Act is to promote transparency and accountability in the administration and to provide good governance in the Country. Your Company is proactively complying with the provisions of the Right to Information Act, 2005. All the relevant manuals pertaining to RTI Act 2005 have been uploaded on the Company's website. The queries are regularly replied through a Public Information Officer and assisted by Assistant Public Information Officer of Head Office and Mines Office. All the information sought under the Act has been furnished within the stipulated time period. Whenever there is a delay in reply due to unavailability of proper information within the stipulated time limit, an interim reply is always sent to the applicants. During the year ended on 31st March, 2015, total 8 applications have been received (in respect of BGC). Out of these 8 applications, 2 applications were disposed ofduring the year. Statutory Reports like Monthly Returns, Quarterly Returns and Annual Returns and other reports as required under this Act were complied and forwarded to the Ministry from time to time. 29. PROGRESSIVE USE OF HINDI Company has taken positive steps in order to enhance awareness and usage of Hindi among employees. Bird Group is situated in category (C) area as per the Official Language Act. Company had observed " Hindi Pakhwada" w.e.f 14th September,2014 to 28th September, 2014 byway of organizing competitions such as essay writing, singing Hindi song, Hindi poems recitation and Hindi Dictation in which the employees took active participation. Cash Prizes, Certificates and Mementoes were awarded to the winners of various events. OMDC is ensuring steps under the directives of the Official Language Act to use and propagate the use of Hindi in all its offices. Billingual Boards and advertisements are being issued. "Rajbhasha Shiksha Board" is put up at Head Quarter to appraise the employees with new words everyday. Company has taken positive steps in order to enhance awareness and usage of Hindi among employees. Rajbhasa Training classes were conducted under " Hindi Sikhsaan Yojana" for learning Hindi and use of Hindi language for official use. Employees are putting signatures in attendance registers in Hindi. "Probodh & Prabin" exams have been completed and further training programme for " Pragya" was started from Jan,2015. 30. EMPOWERMENT OF WOMEN The Company continues to accord due importance to gender equality. All necessary measures/ statutory provisions for safeguarding the interests of women employees in issues like payment of wages, hours of work, health, safety, welfare aspects and maternity benefits etc are being followed by the Company. In compliance with the directives of the Supreme Court, guidelines relating to sexual harassment of women workers at work places were issued by Govt. of India, Ministry of Human Resources and Development. Accordingly, a Grievance Cell for Women is functioning in the Company to redress grievance of women employees. No case of any harassment has been reported at any of the Mines of the Company or its Corporate Office. The directives have been widely circulated to bring awareness amongst the employees, particularly women. OMDC does not differentiate in terms of gender. To ensure empowerment of women, "Gender Budgeting Cells" have been constituted. Total women employees on roll of the Company as on 31.03.2015 was 117 which constitutes about 20.74% of its total workforce of564 employees. As a part of CSR also, OMDC strives to empower women, details of which is listed with CSR. 31. WELFARE OF WEAKER SECTIONS OF SOCIETY The Company is fully aware of its social responsibilities for development and welfare of weaker section of the society. Presidential Directives on Reservation in appointments for Scheduled Castes and Scheduled Tribes in Public Enterprises are strictly adhered by OMDC. The total number of employees in OMDC as on 31.03.2015 is 564 about 68.97% of the total strength (389 out of 564 ) belong to SCs/STs/ OBCs, out of which, 68 belongs to SCs (12.05 %), 206 belongs to STs (36.52 %) and 115 belongs to OBCs (20.39%). Your Company is also taking keen interest in development of the downtrodden people living in the vicinity of the mines situated in remote areas by providing drinking water facilities, road maintenance, periodical medical checkups and treatment to people living in these villages. 32. MANPOWER Strength of SCs, STs and OBC's as on 31st March, 2015 1.Total number of employees = 564 2. Scheduled Castes amongst them = 68 (Executive-05 & Non-executive-63) 3.Scheduled Tribes amongst them = 206 (Executive-02 & Non-executive-204) 4.OBC = 115 5.TotalSCsSTsandOBC = 389 6.PhysicallyChallenged employees = NIL 33. PARTICULARS OFEMPLOYEES The information required pursuant to Section 197 read with Rule, 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard. 34. INDUSTRIAL RELATIONS Industrial relations in your Company and at Mines continued to be cordial and peaceful during the year 2014-15. The system of Permanent Negotiation Mechanism (PNM) has been introduced in the Company and its mines for discussing various issues for smooth functioning of the Organization and expeditious decisions for the settlement of grievances. Efforts are being made to strengthen organizational culture in order to attract and retain the best talent in the industry. No major industrial relation incidents reported during the year 2014-15. 35. VIGILANCE The Vigilance Department of the Company is headed by Chief Vigilance Officer (CVO) of RINL, and assisted by one Vigilance Officer and PSO to CVO in Head Office, Kolkata. The function of Vigilance department includes both preventive and punitive actions for all the Mines of the company and for the Registered Office at Kolkata. Company's Vigilance department is continuing its efforts for systematic improvement to bring more and more transparency in working environment of the Company and conducted various training programme and interactive sessions for creating vigilance awareness among the employees. As per the directives of Central Vigilance Commission, the Company observes 'Vigilance Awareness Week' every year at the Head Office as well as at the units of the Company. System improvement has been achieved/ improved in the following areas: -Codification of all service rules and their implementation with the Board Approval. -Efforts have been made to improve contract management. -Barricades, Drop gates, Road barriers/Nala and Trenches have been made to prevent theft and pilferages. -Disbursement of all payments through electronic medium. -Adoption of Whistle Blower Policy. -Adoption of Complaint Handling Policy. -Initiative for the installation of surveillance system in Company mines. -To adopt sensitive post criteria in various appointments of the Company. -MIS system has been modified at Head office for collecting information on production, sales, fund position etc. on daily basis. -Sale of material through e-auction. -Implementation of ISO 9001:2008 Certification at Vigilance Management of entire set of activities for OMDC, Vigilance Department. -Must obtain Vigilance clearance/NOC and Police Verification from the candidates engaged on contractual basis, advisors, consultants. -Expediting proceedings of disciplinary case. -To have better accountability in movement of materials, a system of custodian of stocks in each mines has been introduced. -Installation of Weigh-bridges at all the vital exit points and such weigh-bridges to be connected with computer in order to ensure automatic recording of minerals received at various plots/ stock yards so that data's are reconciled on day to day basis. It is being implemented in phased manner. -Suggestion Boxes at Head Office and Mines office at Thakurani are placed. 36. GRIEVANCE REDRESSAL MECHANISM (GRM) Grievance Redressal Mechanism (GRM) is placed in your Company at unit level and at Corporate level to address grievances of the employees. Nodal officers have been notified for this purpose. This measure will create healthy working environment. The name and designation of the Nodal Officers have been posted in the company website. The company has incorporated the system for on line receipt of grievances as per the "Sevottam Model". Necessary online link has been provided in company's website i.e. www.birdgroup.gov.in for online recording ofpublic grievances. 37. IMPLEMENTATION OF THE PERSONS WITH DISABILITIESACT, 1995 OMDC being a mining organization is governed by the provisions of the Mines Act, 1952 and Rules & Regulations thereof. OMDC has implemented the provisions of "Persons with Disabilities Act, 1995". 3 employees with disabilities are employed in OMDC during the year 2014-15. 38. COMPLIANCE WITH LAW/ LEGAL REQUIREMENTS In terms of the guidelines issued by the Government, a Quarterly Report on the progress of Arbitration cases is being put up to the Board of Directors for information and guidance. An Internal Reporting System has been introduced indicating the progress of the cases in various Courts and the status of the cases as at the beginning of the year and also at the end of the year. The Company has taken measures to ensure legal compliances from all the departmental heads and the annual legal compliance report are placed before the Board for review. 39. WEBSITE OFTHE COMPANY The Company maintains a website www.birdgroup.gov.in where detailed information of the Company are provided. 40. VIGILMECHANISM/WHISTLE BLOWER POLICY In accordance with the provisions of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014, every listed Company is required to have a Vigil Mechanism for the Directors and employees to report their genuine concerns and grievances. Your Company has a Whistle Blower Policy in place and the same is also available in the website under the web-link <http://www.birdgroup.gov.in/vigilance/Whistle-Blower-Policy0001.pdf>. 41. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGSAND OUTGO The prescribed particulars of conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo required under Sec 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules,2014 is stated as follows: I. Energy Conservation Electricity • Optimise the tariff structure with utility supplier • Schedule our operations to maintain ahigh load factor • Stagger start-up times for equipment with large starting currents to minimize load peaking. • Correct power factor to at least 0.90 underrated load conditions. • Set transformer taps to optimum settings. Air Conditioning • Optimize ventilation. • Install ceiling fans to minimize thermal stratification in high-bay areas. • Purchase only high-efficiency models AC split units. Illumination • Reduce excessive illumination levels to standard levels using switching, delamping etc. • Install efficient alternatives to incandescent lighting, mercury vapor lighting etc. • Select ballasts and lamps carefully with high power factor and long-term efficiency in mind. • Upgrade obsolete fluorescent systems to Compact fluorescents and electronic ballasts DGsets • Optimise loading • Clean air filters regularly • Insulate exhaust pipes to reduce DG set room temperatures Miscellaneous • Meter any unmetered utilities. Track down causes of deviations. • Shut down spare, idling, or unneeded equipment. • Make sure that all of the utilities to redundant areas are turned off -- including utilities like compressed air and cooling water. • Renegotiate utilities contracts to reflect current loads and variations. Apart from that OMDC is encouraging use renewable energy by installing 50 Nos. of solar street lights at nearby peripheral villages under CSR scheme.Asum of Rs.1,30,800/- has been spend towards purchase of six numbers solar street lights for mines under the head capital investment on energy conservation equipment in the financial year2014-2015. II. Technology absorption The Company has not absorbed any new technology during the year. III. Foreign Exchange Earnings and Outgo: There was no transaction in foreign exchange during the year. 42. EXEMPTION FROM COSTAUDIT FOR THE YEAR 2014-2015 Since the company has no turnover, maintenance of cost records for its product in the books of accounts under Companies(Cost Records and Audit) Amendment Rules,2014 as intimated by Ministry of Corporate Affairs through Notification dated 31st December, 2014 are not applicable to the Company. Hence, OMDC does not have to get its cost records audited as per Rule 4 of Companies (Cost Records and Audit) Amendment Rules, 2014. 43. STATUTORYAUDITORS On the advice of the Comptroller and Auditor General of India, New Delhi, your Company appointed the under mentioned firm of Chartered Accountants as Statutory Auditor of your Company for the year 2014-15: The Statutory Auditors Report on the Accounts of the Company for the Financial Year ended 31st March, 2015 is enclosed to the Directors'Report. 44.COMMENTS BY THE COMPTROLLER AND AUDITOR GENERAL OF INDIA (CAG) ON THE ACCOUNTS OF THE COMPANY FOR THE YEAR ENDED 31ST MARCH, 2015 The Comptroller and Auditor General of India (CAG) had conducted Supplementary Audit under Section 143 (6) (a) of the Companies Act, 2013 of the financial statements of The Orissa Minerals Development Company Limited for the year ended 31st March, 2015. The comments of Comptroller & Auditor General of India under Section 143 (6) (b) of the Companies Act, 2013 on the Accounts of the Company for the year 2014-15 forms part of this report. 45. SECRETARIALAUDITOR ANDSECRETARIALAUDITREPORT The provisions of Section 204 read with Section 134(3) of the Companies Act, 2013 mandates Secretarial Audit of the Company to be done from the financial year commencing on or after 1st April, 2014 by a Company Secretary in Practice. The Board in its meeting held on 14th February, 2015 has appointed M/s Vinod Kothari & Co, Practicing Company Secretary(Certificate of Practice No.1391) as the Secretarial Auditor of the Company for the financial year ending 31st March, 2015. The Secretarial Auditor's Report for the financial year ending 31st March, 2015 is annexed to the Board's Report as Annexure III. The SecretarialAudit Report does not contain any qualification, reservation or adverse remark. 46. ADVERSE IMPACT OF PAYMENT OF ENHANCED STAMP DUTY BY THE LESSEES OF MINING LEASES AS PER THE PROVISIONS OF THE INDIAN STAMP (ODISHA AMENDMENT)ACT, 2013 AND ACTION TAKEN BY OMDC. Two separate Writ petitions under Article 226 & 227 of the Constitution of India, for issue of Writ of Quo Warrant to the Government of Odisha to quash the provisions of Indian Stamp (Odisha Amendment) Act, 2013 and Rule 11- C of the Odisha Stamp Rules, 1952 inserted through Odisha Stamp (Amendment) Rules, 2013 was filed by OMDC in the "High Court of Orissa", Cuttack separately for the mines of OMDC. The High Court of Orissa heard both the above petitions on 17.07.13 and passed an order for interim stay of the impugned Indian Stamp (Odisha Amendment) Act, 2013, Odisha Stamp (Amendment) Rules, 2013 and Circular dated 25.05.2013 and dated 03.07.2013 issued by Principal Secretary, Department of Steel & Mines, Govt. ofOdisha. 47. MAJORLEGALCASES • In November, 2009 UCO Bank assigned an outstanding BPMEL loan of Rs. 4.08 Crore to TPG Equity Management Pvt. Ltd, Kolkata (TPG) for a consideration of only Rs. 55 Lakhs. • After assignment by UCO Bank which was allowed by the DRT, Kolkata, M/s TPG received an amount of Rs.2.99 cr. in September 2011 from Official Liquidator (OL) and filed a case in High Court of Kolkata claiming an amount of Rs. 183 cr. including interest. • Against this claim, M/s TPG appealed for revival of BPMEL with the help of BPMEL mining leases namely, Kolha-Roida, Dalki and Thakurani which are operated by OMDC since inception. • OMDC approached High Court of Kolkata in September, 2013 as an intervener in the case filed by M/s TPG.(Caseno: CA400/2013) • As allowed by High Court Kolkata, OMDC, as an intervener, filed Affidavit in December 2013 appealing to reject the claim of M/s TPG to utilize the three Mining leases held in the name of BPMEL. • M/s TPG has also filed perjury Case No.CA 409/2014 accusing the Management of OMDC for placing false submission in CA400/2013.Both the cases are listed for hearing. The cases are being followed up by OMDC's advocates. • OMDC filed five cases in the Debt RecoveryAppellate Tribunal (DRAT), Kolkata against the five orders of Debt Recovery Tribunal (DRT) in May, 2014. These orders of DRT are creating hindrance upon effect of OMDC to renew the mining lease by allowing claim of M/s TPG on BPMEL mines. The cases are currently under hearing at DRAT, Kolkata. M/S TPG also filed perjury case against GM(P) of OMDC accusing placing of false submissions in affidavits to DRAT. The cases are listed for hearing together. • Out of 5 (Five) appeals at DRAT, Kolkata,2 (Two) appeals are considered at DRAT which was heard on 24.03.2015 and next date called on 10.04.2015. Balance 3 appeals are to be contested at DRT-1,Kolkatafor which date of hearing is awaited. • Demand Notice Issued by DDM, Joda OMDC received Demand note on 15.02.2014 & 21.02.2014 against excess mining by OMDC during the period from 2000-01 till 2009-10 from Dy. Director of Mines(DDM), Joda region, Keonjhar in respect of all the six mining leases of OMDC. The total amount claimed is Rs. 5395.37 Crores against all six leases. Against the above demand of DDM, Joda, OMDC has filed 6 (six) nos. of revision applications, for each of the mining leases, before the Revisional Authority, Ministry of Mines ,Govt. of India at New Delhi on 13.03.2014, challenging the demand notice(s) issued by DDM, Joda, Keonjhar. 48. RISKS & MITIGATING STEPS The Company has identified various risks faced by the Company from different areas. As required under Clause 49 of The Listing Agreement, the Board has adopted a risk management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve. The Company has also formed a Risk Management Committee which monitors the various functions and regions to establish any risk existing in the operational functions of the Company. The constitution and terms of reference are set out in details in the Corporate Governance Report. 49. DIRECTORATE During the year, Government of India has re- designated Shri P.K. Sinha as Managing Director of OMDC for aperiodoffive (5)yearsw.e.f 04.02.2015 onthe Board of OMDC. The tenure of Shri Lokesh Chandra, Govt Nominee Director ceased w.e.f 13.11.2014 and Smt. Urvilla Khati, Govt Nominee Director was appointed as Director on the Board of OMDC w.e.f 13.11.2014 to 13.02.2015. Shri Mahabir Prasad, Govt Nominee Director was appointed as Director w.e.f 14.02.2015 to 28.05.2015. Smt Urvilla Khati was further appointed as Director on the Board of OMDC w.e.f29.05.2015. The tenure of Shri Umesh Chandra, Ex-officio Non- Executive Director was ceased from the Board of OMDC w.e.f 1.8.2014 (A/N). Shri D.N Rao was nominated in the Board of OMDC as Ex-officio Non-Executive Director w.e.f02.08.2014 pursuant to the order of RINL, ultimate holding company of OMDC. The resignation of Shri P.S.Bhattacharyya, Independent Director from the Board of OMDC was accepted by theMinistryofSteelw.e.f 17.2.2015. LICI nominates Shri Ravishankar Gangadhar Shinde, Executive Director (E & OS) to represent the corporation as aDirector on the Board ofthe company in place of Shri T. Chattopadhyay w.e.f29.05.2015. 50. WOMAN DIRECTOR In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a company shall have at least one Woman Director on the Board of the company. Presently Smt Urvilla Khati is on the Board of your Company as Woman Director. 51. RESIGNATION OFDIRECTOR Shri P.S.Bhattachryya, Independent Director vide his letter dated 12.1.2015 has tendered his resignation from the Board of OMDC cited the reason that he is unable to enhance his engagement to the required level as he is in the position of Whole Time Director in a listed Company at Pune. 52. DIRECTORS RETIRING BYROTATION In terms of Section 152 of the Companies Act,2013 Shri P.Madhusudan, Director, being longest in office shall retire at the ensuing AGM and being eligible for re-appointment offers himself for re-appointment. 53. DETAILSABOUT KEY MANAGERIALPERSONNEL Shri Umesh Chandra, Managing Director, Shri P.K. Sinha, CEO, Shri T.K.Saha, CFO and Smt. S. Das, Company Secretary was nominated as Key Managerial Personnel (KMP) of the Company by the Board at its Board meeting held on 30th May,2014 and were already in office before the commencement of the CompaniesAct,2013. Necessary filing with the Registrar has been completed. Further Shri A. Chakravarty, CFO was nominated as Key Managerial Personnel of the Company by the Board at its Board meeting held on 24th July, 2015 in place of Shri T.K. Saha, CFO. Consequent upon attaining the age of superannuation, Shri Umesh Chandra, Ex-officio Non- Executive Director was ceased from the Board of OMDC w.e.f 1.8.2014 (A/N) and consequently ceased to be KMP ofthe Company. 54. REPORT ON MANAGEMENT DISCUSSIONSANDANALYSIS A Report on Management Discussions and Analysis as required in terms of Clause 49(F) of the Listing Agreement is enclosed and forms part of the report as Annexure IV. 55. CORPORATE GOVERNANCE Areport on Corporate Governance along with the certificate from a Practising Company Secretary regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing agreement with the Stock Exchanges also forms part of this Directors' Report as Annexure V. Your Board of Directors has taken all necessary steps to ensure compliance with all statutory and listing requirements. The Directors and key managerial personnel of your Company have complied with the approved 'Code of Ethics for Board of Directors and Senior Executives' of the Company. Certificate attested by the CEO/CFO is also enclosed forming part of the Corporate Governance Report along with a declaration signed by MD regarding Code of Conduct for Members of the Board and Senior Management. 56. DEPOSIT During the year under review, the Company did not accept any deposits from the public within the ambit of Section 73 of the CompaniesAct, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. 57. LISTING The Company's shares are listed at The Calcutta Stock Exchange Limited, National Stock Exchange Limited and also traded in Bombay Stock Exchange Limited under permitted category. The listing fee is paid upto 31stMarch,2016. 58. DEPOSITORY SYSTEM The Company's shares are under compulsory demat mode. The Company has entered into agreement with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL). There is satisfactory progress in the process of dematerialization. Only 159 no. of Shareholders are still having certificate in physical form. Members having certificate in physical form are requested to dematerialise their holdings for operational convenience. 59. EXTRACT OFANNUALRETURN Pursuant to Section 92(3) of the CompaniesAct, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return forms part of the Board's Report as Annexure VI. 60. ANNUAL EVALUATION OF BOARDS PERFORMANCE According to Clause 49 of the Listing Agreement, a meeting of the Independent Directors is required to be held to evaluate the performance of the Non-Independent Directors. Further as per Circular No. F.No.16 (4)/2012-GM dated 20th June, 2013 issued by Ministry of Heavy Industries and Public Enterprises, Department of Public Enterprises, a separate Meeting of Non-Official Directors of the Company is required to be held at least once in a year to assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. Accordingly, a meeting of Independent Directors was held on 12th February,2015 as per the DPE guidelines. The non- official directors of your Company are nominated by the President of India through Ministry of Steel, Government of India. Formal annual evaluation by the Board of its own performance and that of its Committees and individual directors shall not apply for your Company as per notification dated 5th June,2015 issued by Ministry of CorporateAffairs. 61. NEW REGULATORY CHANGES As a sequel to the Supreme Court's Order dated May 16, 2014 in two separate Public Interest Litigations, policy changes were made by the Government with regard to renewal of mines and deemed mining rights. As per the Supreme Court's directive, such of the mines which were hitherto operating under "deemed renewal" without any express orders of renewal passed by the State Governments were not allowed to operate until express orders were passed by the respective State Governments in terms of Section 8(3) of the Mine and Mineral (Development and Regulation) Act, 1957. Pursuant thereto, the Government of India amended Sub Rule, 24A(6) of the Mineral Concession Rules which had the effect of disallowing deemed renewal status for second and subsequent mining leases and limiting the deemed renewal status even in case of the first renewal application to only two years. This development has temporarily impacted the mining operations. The Government has since passed the Mines and Minerals (Development and Regulation) Ordinance on January 12, 2015 in terms of which the mining leases would stand extended from the date of their last renewal upto March 31, 2030 in cases where the mines were being operated for captive consumption. The new act is under examination for deriving benefit to the company related to renewal of leases. 62. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY There are no material changes and commitment, affecting the financial position of the company which has occurred between the end of the financial year of the Company i.e 31st March 2015 and the date of the DirectorsReporti.e24th July,2015. 64. DISCLAIMER The Ministry of Corporate Affairs, Government of India, vide general Circular No. 08/2014 dated 4th April, 2014 clarified that maintenance of books of accounts and preparations/adoption/filing of financial statements, auditors report, Board's report and attachment to such statements and reports in respect of financial year commencing on or after 1st April, 2014 shall be governed by relevant provisions of the Companies Act, 2013. Accordingly in compliance with the said circular the financial statements, Auditor's Report, Board's Report and attachments thereto for the financial year 2014-15 have been prepared in accordance with the provisions of the new Companies Act,2013. 65. DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: (i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period; (iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) That the directors had prepared the annual accounts on a going concern basis. (v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively and (vi) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. 66.ACKNOWLEDGEMENT Your Directors take this opportunity to express their grateful appreciation for the continued support and guidance received from the Government of India especially the Ministry of Steel, Ministry of Mines, Ministry of Environment and Forest, Ministry of Corporate Affairs and from Government of West Bengal and Odisha and other Departments of Government of India. Your Directors place on records their sincere thanks to the support extended by the valued and esteemed Customers, Shareholders, Stakeholders, Railway Department, Banks and the Suppliers. Directors also wish to convey their appreciation to all the employees of the organization for their valuable contributions and support. For and on behalf of the Board. (P. Madhusudan) Chairman Date:24thJuly,2015. |