Gujarat Mineral Development Corporation Limited
Your Directors have pleasure in presenting 54th Board's Report along with the auditedaccounts of your Company for the financial year 2016-17.
1. FINANCIAL RESULTS
Our profit after tax for the year is Rs. 32422.96 lakh as against Rs. 22457.05 lakhlast year.
|FINANCIAL RESULTS ||2016-17 ||2015-16 |
| ||Rs. in lakh ||Rs. in lakh * |
|Operating profit ||59856.71 ||45023.12 |
|Less: Interest ||132.93 ||105.75 |
|Profit after interest but ||59723.77 ||44917.34 |
|Before depreciation || || |
|Less: Depreciation ||15125.75 ||13071.85 |
|Profit before tax & ||44598.03 ||31845.49 |
|exceptional items || || |
|Less: Exceptional items ||0 ||0 |
|Profit before tax ||44598.03 ||31845.49 |
|Less: Provision for tax for the ||12175.07 ||9388.44 |
|year including deferred tax || || |
|Net profit after tax ||32422.96 ||22457.05 |
* The figures of previous year have been adjusted as per the requirements of Ind.As
2. REVIEW OF THE BUSINESS OPERATIONS
2.1 LIGNITE PROJECTS:
During the year the Company operated six lignite mines namely PanandhroMata-No-Madh Rajpardi Tadkeshwar Bhavnagar and Umarsar Lignite Mines. During the yearunder review 76.52 lakh tones of lignite were produced from these mines. The mine-wiseproduction figures are as follows:
|Sr. No. Name of mine ||Lignite production in lakh MT |
|1 Panandhro ||13.36 |
|2 Mata-No-Madh ||21.83 |
|3 Tadkeshwar ||14.50 |
|4 Rajpardi ||6.84 |
|5 Bhavnagar ||5.28 |
|6 Umarsar ||14.72 |
|Total ||76.52 |
2.2 POWER PROJECT NANI CHHER
During the year under review 2 x 125 MW Akrimota Thermal Power Station is runningsuccessfully. This year the Power Plant has turned around and performed very well byproducing 1392 MUs having 63.6% PLF.
2.3 WINDAND SOLAR POWER
Wind Farm Projects of 200.9 MW are situated at different locations in Gujarat and 5 MWpSolar Power Project is situated at Panandhro Lignite Project which are runningsatisfactorily. The Wind Projects have achieved 25% PLF (Plant Load Factor) whereas SolarProject is running at 18% CUF (Capacity Utilization Factor). During the year under reviewthe Company also completed setting up of another 50 MW of wind power. With this the totalinstalled capacity of wind power would become 200.9 MW.
During the year 2016-17 the Gadhsisa Group of bauxite mine has produced 31219 M.T. of(+) 52% Al O bauxite 2 3 and 563751 MT of (-) 52%Al O bauxite. 2 3
During the year 2016-17 the Gadhsisa group of mines sold 748 MT of (+) 52% Al Obauxite and 268995 MT of 2 3
(-) 52%Al O bauxite along with 45072 MT of mine dust.2 3
2.5 MEWASABAUXITE PROJECT MEWASA
During the year 2016-17 Mewasa mine has produced 16791 M.T. of (+) 52% Al O bauxiteand 94306 MT of 2 3
(-) 52%Al O bauxite. 2 3
During the year 2016-17 Mewasa mine sold 3440 MT of (+) 52% Al O bauxite and 99 MT of(-) 52% Al O 2 3 2 3 bauxite.
2.6 F L U O R S PA R P R O J E C T K A D I PA N I ( D I S T. VADODARA)
GMDC along with M/s. Gujarat Fluoro Chemicals Limited and M/s Navin Fluorine ChemicalsLimited is setting up the fluorspar beneficiation project a single largest project of40000 MTPA capacity at Kadipani. Based on pilot test report Global tender will befloated for selection of EPC contract. Valuation report for kadipani assets has beenreceived from Ernst and Young. Based on report land will be leased on hire basis to JVCompany and asset transfer will be carried out in favour of JV Company.
During the period 2016-17 Company has disposed of 4572 MT of manganese Ore Waste dumplying at Pani Area of Panchmahal district.
During the period 2016-17 Company has disposed of 38502 MT of manganese Ore Wastedump lying at Shivrajpur area of Baroda district.
Your Directors have pleasure to recommend a dividend of 150% i.e. Rs. 3 per share onequity shares. An amount of Rs. 9540 lakh on paid up equity share capital of Rs. 6360lakh shall be paid as dividend. The Company has a Dividend Distribution Policy which canbe accessed at http://www.gmdcltd.com/downloads/Dividend-Distribution-Policy-30082017.pdf
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATIONAND PROTECTION FUND
In terms of Section 124 of The Companies Act 2013 and applicable provisions ofCompanies Act 2013 any unclaimed dividend or unpaid Dividend relating to the financialyear 2009-2010 will be transferred to the Investor Education and Protection Fundestablished by the Central Government on due date. Further as per the provisions of IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 the company will alsotransfer the shares of the shareholders who have not claimed their dividend for aconsecutive seven years. The necessary approval and the authorization for this purposehave already been completed. In line with the instructions to be received from Ministry ofCorporate Affairs the company will transfer such shares to IEPF authority.
5. C O N T R I B U T I O N T O S TAT E & C E N T R A L EXCHEQUER:
The Company has contributed to the State Exchequer an amount of Rs. 30599.15 lakhincluding Royalty of Rs 5485.81 and Sales Tax of Rs.25113.34 lakh.
The Company has contributed to the Central Exchequer an amount of Rs. 7300 lakh asIncome Tax Rs. 4570.46 lakh as Central Excise & Rs. 30675.60 lakh as Clean EnergyCess.
6. SHARE CAPITAL
During the year under review the issued subscribed and paid-up share capital remainedconstant at Rs. 63.60 Crore divided into 318000000 equity shares of Rs. 2 each.
7. FINANCEAND TAXATION
Income Tax assessment of the Company has been completed up to the Financial Year2012-13 and the Sales Tax assessment has been completed up to the Financial Year 2012-13.
M/s G S V & Co. CharteredAccountants and M/s R S Patel & Co. CharteredAccountants are the internal auditors of the company.
M/s. S C Ajmera & Co. Chartered Accountants were appointed Statutory Auditors ofthe Company by the Comptroller & Auditor General of India for the Financial Year2016-17.
10. AUDIT BY COMPTROLLER AND AUDIT GENERAL OF
Being a Government Company the C &AG has carried out supplementary audit of yourCompany pursuant to Provisions of Section 143 (6) of the Companies Act 2013. The C &AG has not offerred any adverse comment upon or supplementary to statutory audit reportwhich has been shown Separtely under the title Comments of the Comptroller andAuditorGeneral of India
Shri Manish B. Analkat was appointed as Cost Auditors of the Company for the year2015-16. The Cost Audit Report has been filed on 16/9/2016 for the Financial Year 2015-16.
Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/s. Arvind Gaudana & Company Company Secretary in Practice to undertakethe Secretarial Audit of the Company for the year 2016-17.
13. STATUS OF VARIOUS JOINT VENTURES
13.1 Naini Coal Company Limited
Naini Coal Block was allocated jointly to the Company and Pondicherry IndustrialPromotion Development & Investment Corporation Limited (PIPDICL) and to develop theCoal Block Naini Coal Company Limited was incorporated as the JVC. Due to slow progresson the project because of non-receipt of PL approval from Govt. of Odisha Ministry ofCoal Govt. of India deallocated the block invoking 50% of the Bank Guarantee. Thecompany had filed petition in the High Court of Gujarat. The Hon'ble Supreme Court ofIndia has cancelled all the allocated coal blocks which include Naini Coal Block also.Hence this joint venture will be closed in due course. We have filed a writ petition inthe Hon'ble High Court and is pending for disposal.
13.2 Gujarat Credo Mineral Industries Limited
Dry beneficiation of low grade bauxite and Zeolite manufacturing plant has beencommissioned.
13.3 Alumina andAluminium Smelter Plant
Land required for the project has been allocated by Government and part possession hasbeen taken. Process for obtaining possession of remaining portion of land also is underprogress. DPR for 0.5 Million TPAplant got prepared by NALCO and is not viable. Hence theyhave requested GMDC to drop the project and the same is under approval of Govt. ofGujarat.
13.4 Fluorspar Beneficiation plant
GMDC along with M/s. Gujarat Fluoro Chemicals Limited and M/s Navin Fluorine ChemicalsLimited is setting up the fluorspar beneficiation project a single largest project of40000 MTPA capacity at Kadipani. Based on pilot test report Global tender will befloated for selection of EPC contract. Valuation report for kadipani assets has receivedfrom Ernst and Young. Based on report land will be leased on hire basis to JV Company andasset transfer will be carried out in favour of JV Company.
13.5 Aikya Chemicals Private Limited
Manganese Oxide Manganese dioxide and Manganese Sulphate plant set by JVC has beencommissioned and production will start soon. The company has invested Rs. 2.5898 crore asequity in the company during the year under report.
13.6 Bhavnagar Energy Company Limited
The Company is one of the promoters of Bhavnagar Energy Company Limited. The share ofequity of GMDC in BECL is 23.36 %. BECL is setting up a 500 MW power plant at villagePadva Ta. Ghogha Dist. Bhavnagar.
14. MATERIAL CHANGES AND COMMITMENTS IF ANY
AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THEFINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this report.
15. ENVIRONMENT PROGRAMME
Environmental Management assists in use and conservation of natural resourcesprotection of habitats and control of hazards spanning the field of environmentalmanagement focuses on waste minimization and pollution prevention in line withproductivity improvement.
During the year 2016-17 GMDC has planted total 159000 plants saplings covering 52.13hectares of mine lease and residential colony areas through State Forest Department localvillagers societies and departmental labour etc. Grassland has developed in 6.2 hectaresand Dump Stabilization in 0.5 Ha. of area through Geo Coir Mat. For water conservationmicro drip irrigation system has been installed in 48.12 hectares area of mine lease andresidential colony.
Under statutory compliances: Monthly environmental monitoring for air water and noisepollution is being done in house as well as through Ministry of Environment and Forests /Gujarat Pollution Control Board approved laboratory. As per the guidelines of Centralpollution Control Board (CPCB) Opacity Meters have been installed in Boiler Stacks ofAkrimota Thermal Power Station (ATPS). Annual Environment Audit in applicable
GMDC Projects is being done by GPCB approved Schedule I & II Auditors. Researchwork for Ecological restoration on burnt mine dumps at lignite project Panandhro is goingon to explore best soil treatment for plantation. Post mining land use pattern for threeyears through Remote Sensing / GIS process has been completed for applicable projects.Wells for ground water monitoring have been constructed as per the requirement ofEnvironment Clearance ofATPS.
For the year 2017-18 Wildlife Clearance for the removal of Manganese Waste Dumps atShivrajpur Project has initiated.
To create environmental awareness among all employees and surrounding communitiesincluding schools various environmental awareness programs have been conducted throughcelebration of World Environment Day and Van Mahotsav in various GMDC projects.
16. INDUSTRIAL RELATIONS HEALTHAND SAFETY
The relations between the company and its employees continued to be cordial throughoutthe year. The company is also committed to the health and safety of not only its staff butalso of the people engaged through its contractors and community living in and around itsproject areas. Dispensaries with qualified doctors and para-medical staff are in operationat Panandhro Akrimota Thermal Power Plant Rajpardi and Kadipani Projects. Mobile medicalvans facilities are also operational at various projects. At every project GMDC providesISI & DGMS safety shoes and other safety devices and adopts best safety practices.
The Company is an OHSAS 18000 certified company. Regular health checkup of employeesengaged in Mining and Power segment including employees engaged through contractorstransporters etc. are conducted.
17. PARTICULARS OF EMPLOYEES
The Company did not have any employee who was employed throughout the financial yearand in receipt of remuneration of Rs. 60 lakh or more or employed for part of the yearand in receipt of Rs. 5 lakh or more a month under Rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
The table containing other particulars of employees in accordance with the provisionsof Section 197 (1) of the Companies Act 2013 read with Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is appended atAnnexure II to the Board's Report.
18. CONSERVATION OF ENERGY TECHNOLOGY
ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Additional information on conservation of energy technology absorption foreignexchange earnings and outgo as required by the Section 134 (3) (m) of the Companies Act2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 is annexed as AnnexureIII and forms part of this report.
19. STATEMENT CONCERNING DEVELOPMENT AND
IMPLEMENTATION O F R I S K M A N A G E M E N T POLICY OF THE COMPANY
Looking to the profile of GMDC i.e. Mining and Power Operations GMDC has inbuiltrisk management practices to address various operational risks. The Company has standardoperating processes for various mining operations in order to mitigate procedures andprevent risk arising out of various operations. GMDC has no external borrowings. Hencethere is no financial risk that can impact GMDC's Financial Position. GMDC primarily dealswith natural resources. Hence Policy of Government may impact GMDC's operationalstrategy.
GMDC's risk management process revolves around following parameters:
1. Risk Identification and ImpactAssessment 2. Risk Evaluation 3. Risk Reporting andDisclosure 4. Risk Mitigation Company has also set up a Risk Management Committee.
20. PARTICULARS OF LOANS GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
There were no loans and guarantees given by the company under Section 186 of theCompanies Act 2013. During the year under review the Company made an investment of Rs.Rs. 2.5898 crore in the equity of M/s Aikya Chemicals Pvt. Ltd.
21. P A R T I C U L A R S O F C O N T R A C T S O R
ARRANGEMENTS MADE WITH RELATED PARTIES
During the Financial Year the transactions entered into by the company with therelated parties were in ordinary course of business at arm's length. The company has notentered into contracts / arrangements / transactions with Related Parties which could beconsidered material in accordance with Section 188 of the Act and the Policy of thecompany for Related Party Transactions. Hence the disclosure in Form AOC 2 under Section134 (3) of Companies Act 2013 is not required. The Policy on Related Party Transactionsmay be accessed on the website of the company athttp://www.gmdcltd.com/downloads/GMDC-POLICY-RELATED-PARTY-TRANSACTIONS-31032015.pdf. Yourattention is drawn to Note No 2.44.02 to the Financial Statement which sets out RelatedParty Disclosure.
22. E X P L A N A T I O N O R C O M M E N T S O N
QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS ANDTHE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There were no qualifications reservations or adverse remarks or disclaimers made bythe statutory auditors or C &AG in their report on the standalone and consolidatedaccounts for the year 2016-17. The C & AG has also not offerred any adverse commentupon or supplement to Statutory Auditor Report. The qualifications reservations oradverse remarks or disclaimers made by the practicing Company Secretary and explanationsthereto are given atAnnexure I forming part of this report.
23. COMPANY'S POLICY RELATING TO DIRECTORS
APPOINTMENT PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company being a Government Company the Government of Gujarat appoints itsDirectors except the Independent Directors. The company does not pay any remuneration toits Directors except the sitting fees and out of pocket expenses. The IndependentDirectors are appointed by the Shareholders in their General Meeting. Except the ManagingDirector all the Directors of the Company are non-executive directors.
24. EXTRACTS OFANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is appended inAnnexure IVto this report.
25. NUMBER OF BOARD MEETINGS CONDUCTED
DURING THE YEAR UNDER REVIEW
The Company had conducted 6 Board Meetings under the financial year under review.
26. DIRECTORS' RESPONSIBILIY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its Responsibility Statement:-
a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; b. TheDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of financial year and of the profit andloss of the company for that period;
c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. The Directors had prepared the annual accounts on a going concern basis;
e. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Company has neither accepted nor renewed any deposits during the year under review.
28. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe CompaniesAct 2013 and the relevant rules.
29. DISCLOSURE OF COMPOSITION OF AUDIT
COMMITTEEAND PROVIDING VIGIL MECHANISM
During the year under review the Audit Committee consisted of the following members:
i. Shri Bhadresh Mehta ii. Smt. Mona Khandhar IAS iii. Shri S.B. Dangayach
The above composition of theAudit Committee consisted of two independent Directorsviz. Shri Bhadresh Mehta and Shri S.B. Dangayach who form the majority. The Chairman ofthe Audit Committee is an Independent Director. Further after the end of the financialyear the company has expanded the composition of the audit committee and the committeenow consists of the following members :
(I) Shri Bhadresh Mehta
(ii) Smt Mona Khandhar IAS
(iii) Shri S B Dangayach (iv) Shri Nitin Shukla (v) Prof Shailesh Gandhi
The Company has established a Whistle Blower / Vigil Mechanism Policy. The Company hasalso provided adequate safeguards against victimization of employees and Directors whoexpress their concerns. The Company has also provided direct access to the chairman of theAudit Committee on reporting issues concerning the interests of employees and the Company.
30.1 BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
30.2 SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
30.3 BONUS SHARES
No Bonus Shares were issued during the year under review.
30.4 EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
31. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE ( PREVENTIONPROHIBITIONAND REDRESSAL)Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.
The following is a summary of sexual harassment complaints and received and disposedoff during the year 2016-17:
No. of complaints received: NIL
No. of complaints disposed of: NIL
32. CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements of the Company have been prepared in accordancewith relevant Accounting Standards (AS) viz. AS 21 AS 23 and AS 27 issued by theInstitute of Chartered Accountants of India form part of this Annual Report. Further astatement containing salient features of the Financial Statement of Subsidiaries /Associate Companies / Joint Ventures in the prescribed formatAOC 1 is givenatAnnexure V.
During the year under report Shri Arunkumar Solanki IAS was appointed as the ManagingDirector. The Government of Gujarat also appointed Smt Mona Khandhar IAS as Director viceShri T Natrajan IAS. The appointment of Prof Shailesh Gandhi was regularized at the53rdAGM held during the year.
34. CORPORATE GOVERNANCE
As per requirement of SEBI (Listing Obligations & Disclosure Requirement)Regulations 2015 and as per the new listing agreement entered into with the variousStock Exchanges the detailed report on the Corporate Governance is given inAnnexure VI.
35. MANAGEMENT DISCUSSIONANDANALYSIS
As per requirement of SEBI (Listing Obligations & Disclosure Requirement)Regulations 2015 and as per the new listing agreement entered into with the variousStock Exchanges Management Discussion andAnalysis is given atAnnexure VII and form partof this report.
36. CORPORATE SOCIAL RESPONSIBILITY (CSR) AND
GMDC has been sensitive towards its Social Responsibility right from it's' inception.It has adopted a business model which has an inclusive approach. The company is alwayskeen to address needs and requirements of the community within which it operates. Yourcompany reaches out to various segments of society in particular of rural community byproviding them critical rural infrastructure in various sectors such as Water HealthSanitation Education Employment Livelihood Agriculture etc. These initiatives of yourcompany attempt to take the fruits of development to those people who are not yet includedin the main stream. In the year passed by your company has embarked upon a uniqueinitiative of e-clinic whereby the modern medical facilities will be delivered at the doorstep of rural masses. Apart from this your company has also enriched the libraries ofschools in rural areas of the state by providing them books. Under the CSR activitiesModernization of Anganwadi and making it smart Anganwadi has been taken up.
The CSR Policy of the Company is also uploaded on the website of GMDC. The CSR Policyframework of the company is available elsewhere in this annual report. A CSR Report forFiscal 2016-17 as prescribed under Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility) Rules 2014 forms part of this Report and isannexed at Annexure VIII.
37. BEYOND MINING : INITIATIVES OF GMDC THROUGH
VARIOUS CENTRES OF EXCELLENCE
37.1 International Centre of Excellence in Mining Safety & Automation (iCEM):
The Director has been appointed for International Centre of Excellence in Mining Safety& Automation (iCEM). The Centre has started functioning as an autonomous institution.
37.2 International Stone Research Centre (ISRC):
International Stone Research Centre (ISRC) is an initiative of Govt. of Gujarat todevelop skilled human resource as Stone Artisans and development of technology for StoneIndustry. The Company is reviewing the centre in consultation with Government of Gujarat.
37.3 International Centre for Entrepreneurship & Technology (icreate):
The Centre has started its operation from the new campus. It is undertaking variousprogrammes such as Incubation Grooming Mentoring Awareness Campaign Seminars &Workshops GMDC has nominated four representatives representing GMDC on the Board of GFEE.
38. Business Responsibility Report
As per the provisions of the Listing Regulations Business Responsibility Report (BRR)containing initiatives taken by the Company from environmental social and economicresponsibilities of business and governance perspective is annexed herewith as Annexure -IX as part of thisAnnual Report.
Your Directors are pleased to place on record their deep appreciation for the sincereservices and co-operation extended by the officers employees and workmen of the Companyat all levels. They also wish to place on record their gratitude for the confidence placedin them by financial institutions and investors. Further your Directors wish to thankvarious departments of the Central Government viz. the Ministry of Environment and ForestMinistry of Coal Ministry of Mines and various bodies of State Government of Gujarat viz.Industries & Mines Department the Finance Department Commissionerate of Geology andMining and Gujarat State Pollution Control Board. The Directors also extend theirheartiest thanks to the esteemed customers and shareholders of the Company for theirvalued cooperation.
For and on behalf of the Board-of-Directors
Arunkumar Solanki IAS Bhadresh Mehta
Managing Director Independent Director
DIN : 03571453 DIN : 02625115
Date : 9th May 2017 Place :Ahmedabad