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Orissa Minerals Development Company Ltd.

BSE: 590086 Sector: Metals & Mining
NSE: ORISSAMINE ISIN Code: INE725E01024
BSE LIVE 15:40 | 15 Dec 1950.90 8.25
(0.42%)
OPEN

1963.30

HIGH

1976.95

LOW

1903.80

NSE 15:49 | 15 Dec 1933.95 -6.40
(-0.33%)
OPEN

1950.00

HIGH

1974.90

LOW

1918.70

OPEN 1963.30
PREVIOUS CLOSE 1942.65
VOLUME 1168
52-Week high 2503.55
52-Week low 1616.45
P/E 373.74
Mkt Cap.(Rs cr) 1,171
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1963.30
CLOSE 1942.65
VOLUME 1168
52-Week high 2503.55
52-Week low 1616.45
P/E 373.74
Mkt Cap.(Rs cr) 1,171
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Orissa Minerals Development Company Ltd. (ORISSAMINE) - Director Report

Company director report

FOR THE YEAR ENDED 31ST MARCH 2016

Dear Members

On behalf of the Board of Directors of the Company I take great pleasure in presentingthe 98th Annual Report of the Company for the financial year ended 31st March 2016together with the Audited Statements of Accounts the Auditors’ Report and Commentson the Accounts by the Comptroller and Auditor General of India.

1. FINANCIAL RESULTS

The financial results of the Company for the year 2015-16 in comparison with previousfinancial year 2014-15 are highlighted here in Table-1 below:

TABLE - 1

PARTICULARS For the year ended 31-03-2016 (Rs. in Lacs) For the year ended 31-03-2015 (Rs. in Lacs)
Income :-
Revenue from operations
Other Income 6996.96 7466.58
Total Income 6996.96 7466.58
Total Expenditure 4406.09 4013.01
Total Expenditure including prior period items & Extraordinary items 4406.09 4013.01
Profit and loss after charging all expenses but before providing for depreciation 2590.87 3453.57
Depreciation 699.65 869.88
Net profit before tax 1891.22 2583.69
Net profit after tax 1063.16 1770.09
Balance B/F from previous year 50253.56 49657.68
Profit available for appropriations 51316.72 50749.51
Appropriations:-
General Reserve 106.32 177.01
Proposed Dividend 159.47 265.80
Dividend Tax 32.47 53.14
Surplus carried to Balance Sheet 51018.46 50253.56

2. REVIEW OF THE FINANCIAL PERFORMANCE

As there was no production and dispatch of Iron Ore and Manganese Ore during the year2015-16 there was no operating income during this year.

Other income during the year in comparison to last year from Rs. 7466.58 lacs to Rs.6996.96 lacs. The main earning of the Company for the year 2015-16 was interest from theterm deposits and there was reduction in interest rates. Profit before tax during the yearstood at Rs. 1891.22 lacs as compared to Rs. 2583.69 lacs last year Profit after tax forthe year arrived at Rs. 1063.16 lacs as compared to Rs. 1770.09 lacs last year

3. OUTPUT AND DISPATCH

Closure of all six mines owing to non availability of statutory clearances coupledwith the restrictions imposed on the transporting of minerals have resulted in nilproduction and nil dispatch during the year 2015-16.

4. DIVIDEND

Based on the financial results of the Company and keeping in view the suspension ofmining operations of the company for a long period your Board has recommended a dividendof Rs. 2.66/- per equity share of Rs. 1/- each for the year 2015-16.This would involve acash outgo of Rs. 191.94/- lacs inclusive of tax on dividend.

5. OTHER INCOME

The Company continued its prudent cash planning to focus on judicious management of itsworking capital. Receivables inventories and other working capital parameters were keptunder strict check through continuous monitoring. As per the Government guidelines theCompany deployed the surplus funds in fixed deposits and earned an interest income of Rs.6804.32 lacs on fixed deposits during the year which is included under ‘otherincome’ in the Profit & Loss Account for the year

6. NETWORTH

The net worth of the Company has recorded an increase of 1.06 % from the previousfinancial year. For the year 2015-16 the Net-Worth of the Company is Rs. 834.94 crores ascompared to Rs. 826.22 crores in the previous financial year

7. TRANSFER TO RESERVES

During the year 2015-16 the Company has transferred Rs. 106.32 lacs to General Reserveas per Profit and Loss Account.

8. INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a total sum of Rs. 32 82156/- during the financial year2015-2016 to the Investor Education & Protection Fund established by the CentralGovernment in compliance with Section 125 of the Companies Act 2013 for the unclaimeddividend period pertaining to financial year 2007-2008. The said amount representsunclaimed dividend for the year which were lying with the company for a period of sevenyears from their respective due dates of payment. Prior to transferring the aforesaid sumthe company has sent reminders to the shareholders for submitting their claims forunclaimed dividend.

9. SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2016 was Rs. 60 lacs divided into6000000 equity share of face value of Rs. 1 each. During the year under review theCompany has not issued shares with differential voting rights nor granted stock optionsnor sweat equity. As on March 31 2016 none of the Directors of the Company hold sharesor convertible instruments of the Company.

10. MEETINGS OF THE BOARD OF DIRECTORS

The Board met 5 (five) times during the year 2015-16. The details of Board Meetings areprovided in the Corporate Governance Report annexed with this Board Report. The gapbetween any two Board Meetings never exceeded the prescribed time limit under theCompanies Act 2013 and SEBI (LODR) Regulations 2015.

11. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declaration to the Companystating their independence pursuant to Section 149(6) of the Companies Act 2013 and thesame have been placed and noted by the Board.

12. AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming a part of this Annual Report. There have been noinstances where the Board has not accepted the recommendations of the Audit Committeeduring the year. Five (5) Audit Committee Meetings were held. The details of which aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013 and SEBI (LODR) Regulations2015.

13. NOMINATION AND REMUNERATION COMMITTEE

The company had constituted Nomination and Remuneration Committee consisting of Non-Executive Directors out of which half is Independent Directors. The composition and termsof reference of the Committee has been furnished in the Corporate Governance Reportforming a part of this Annual Report.

Being a Central Public Sector Undertaking the appointment tenure performanceevaluation remuneration etc. of Directors are made/fixed by the Government of India.The remuneration of officers is decided as per Government guidelines on Pay Revision andremunerations of other employees of the company are decided as per Wage SettlementAgreement entered with the Union. The appointments/promotions etc. of the employees aremade as per Recruitment and Promotion Policy approved by the Board.

14. STAKEHOLDER RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholder Relationship Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.During the year four (4) Stakeholder Committee Meetings were held. The details of whichare given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013 and SEBI (LODR) Regulations2015.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility Committee comprises of Shri K.J Singh as the Chairmanand Shri Abdul Kalam Shri P.K Sinha Shri P. S Mishra as members.

The target areas are water supply education infrastructure health programme throughconduct of health camps for treatment of villagers of peripheral villages womenempowerment vocational training to candidates from weaker section of society for ITItraining etc.

Details about the CSR initiatives and policy of the company are available at theCompany’s website. Report on CSR activities is annexed herewith marked as AnnexureI forming part of this Report.

16. SWACHH BHARAT ABHIYAAN

The Company has participated in Swachh Bharat Abhiyaan. The Company constructed 11 nos.of toilets in 11 schools in Keonjhar district Odisha by July 2015 as per the allocationof Ministry of Human Resource Development (MHRD) under "Swachh VidyalayaAbhiyan". The activity was taken up in coordination with District ProjectCoordinator Govt. of Odisha under supervision of Department of Education Govt. ofOdisha. Completion was and reported to the Ministry of Human Resource Development (MHRD).

17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loan guarantee or made any investment exceeding sixtyper cent of its paid-up share capital free reserves and securities premium account or onehundred per cent of its free reserves and securities premium account whichever is moreas prescribed in Section 186 of the Companies Act 2013.

18. RELATED PARTY TRANSACTION

The Company has not entered into any materially significant related party transactionsthat may have potential conflict with the interests of the company at large. Nonethelesstransaction with related party has been disclosed in Note no 26 and 26.01 of notes to theaccounts. Hence no disclosure is made on form AOC-2 as required under Section 134(3) readwith rule 8 of the Companies (accounts) Rules 2014. The Company has Related PartyTransaction Policy and the same is uploaded in its website.

19. INTERNAL CONTROL SYSTEMS

Your Company has a system of internal control to ensure that the financial and otherrecords are reliable the assets and properties are safeguarded and protected against lossfrom unauthorized use or disposition and those transactions are authorized recorded andreported correctly.

The Internal Control System is supplemented by extensive programme of internal auditsreview by management and documented policies guidelines and procedures. The internalcontrol is designed to ensure that the financial and other records are reliable forpreparing financial statements and other data and for maintaining accountability ofassets.

Your Company also has an Audit Committee. The Audit Committee reviews adequacy ofinternal control systems and the Internal Audit Reports and compliance thereof. TheCommittee reviews the internal control system and conduct of internal audits during theyear.

20. FUTURE OUTLOOK

The six mines of the company are in-operative due to non renewal of mining leases andnon availability of statutory clearances. The company is committed to put all efforts tosort out the uncertainties and also geared up to move forward for sustenance and betterfuture.

21. STATUS OF BRAHMANI COAL BLOCK

Brahmani Coal Block in Talcher coalfield of Dhenkanal District Odisha having estimatedgeological reserve of 58.90 Million Tonnes and area of 13.26 Sq. Km. allocated to TheCompany on 07.11.2013 by Ministry of Coal Govt. of India. The Company has approached MoCfor agreement regarding Coal Block and the same is under process. The matter is beingpursued actively.

22. FIXED DEPOSITS

Your company has not accepted any fixed deposit and accordingly no account wasoutstanding as at the Balance Sheet date.

23. STATUS OF RENEWAL OF THE MINING LEASES

The Company has approached Attorney General for India for legal opinion regardingvesting of Kolha- Roida Dalki & Thakurani leases to the Company as although thosewere operated by the Company those were in the name of M/s BPMEL (a PSU under Ministry ofHeavy Industry) after nationalization of Bird & Co. As BPMEL is under liquidationthe leases were sought to be vested to the Company. Major Statutory clearances areavailable for Kolha Roida and Dalki leases.

The leases of Bhadrasahi Belkundi and Bagiaburu were declared as lapsed by the Govt.of Odisha alongwith other mines. The Company has filed appeal against the order with theRevisional Authority Ministry of Mines Govt. of India New Delhi and the case is followedup for a favourable decision in this regard.

24. INFORMATION TECHNOLOGY & TECHNOLOGY UPGRADATION

The Company 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.

Biometric based Attendance System and CCTV based surveillance system is present atCorporate office.

Maintenance of leave records and processing of salaries is being done throughcustomized payroll system.

Tally based Accounting Package is being used to pay vendors bill and different employeeentitlements through RTGS and e-payment mode.

The technology focus of the Company is to develop as a green mining Company havingtechnological upgradation and taking all safety measures to have safe and cost effectivemining operations.

25. SAFETY MEASURES

The Company takes safety measures according to provision of the Mines Act 1952 and interms of Rules Regulations and Guidelines towards safety of employees engaged in miningand allied activities. Necessary safety devices tools and implements have been providedto the concerned employees. Safety handbook has been made and distributed as perinstruction of DGMS. Basic and refresher training is imparted to the workers in theVocational Training Center from different disciplines and operational activities in themines as per the guidelines of DGMS. Disaster Management plan has been put in place by theCompany.

26. IMPLEMENTATION OF THE RIGHT TO INFORMATION ACT 2005

Your Company is proactively complying with the provisions of the Right to InformationAct 2005. All the relevant manuals pertaining to RTI Act 2005 have been uploaded on theCompany’s website. The queries are regularly replied through a Public InformationOfficer and Assistant Public Information Officer. The information sought under the Act hasbeen furnished within the stipulated time period. Whenever there is a likely delay inreply due to unavailability of proper information within the stipulated time limit aninterim reply is always sent to the applicants. Statutory Reports like Monthly ReturnsQuarterly Returns and Annual Returns and other reports as required under this Act werecomplied and forwarded to the Ministry from time to time.

During the year ended on 31st March 2016 total 14 applications received and allwereare disposed off.

27. PROGRESSIVE USE OF HINDI

The Company has taken positive steps in order to enhance awareness and usage of Hindiamong employees. Your company is situated in category (C) area as per the OfficialLanguage Act. The Company had observed " Hindi Pakhwada" 2015 by way oforganizing competitions such as essay writing Hindi poems recitation and Anubad in whichthe employees took active participation. The company is ensuring steps under thedirectives of the Official Language Act to use and propagate the use of Hindi. BilingualBoards and advertisements are being issued. "Rajbhasha Shikshan Board" is put upat Head Office to appraise the employees with new words everyday. ‘Rajbhasa Trainingclasses were conducted under "Hindi Sikhsan Yojana" for learning Hindi and useof Hindi language for official use. Employees are putting signatures in attendanceregisters in Hindi. "Praveen Pragya & Parangat" examination have beencompleted for the employees who attended classes.

28. EMPOWERMENT OF WOMEN

The Company continues to accord due importance to gender equality. All necessarymeasures/ statutory provisions for safeguarding the interests of women employees in issueslike payment of wages hours of work health safety welfare aspects and maternitybenefits etc are being followed by the Company.

In compliance with the directives of the Supreme Court guidelines relating to sexualharassment of women workers at work places were issued by Govt. of India Ministry ofHuman Resources and Development. Accordingly a Grievance Cell for Women is functioning inthe Company to redress grievance of women employees. No case of any harassment has beenreported at any of the Mines of the Company or its Corporate Office. The directives havebeen widely circulated to bring awareness amongst the employees particularly women. TheCompany does not differentiate in terms of gender and is an equal opportunity employer.

Total women employees on roll of the Company as on 31.03.2016 were 91 which constituteabout 17.70% of its total workforce of 514 employees. As a part of CSR also the Companystrives to empower women details of which is listed with CSR.

29. WELFARE OF WEAKER SECTIONS OF SOCIETY

The total number of employees in the company as on 31.03.2016 was is 514. About 70.43%of the total strength (362 out of 514) belong to SCs/STs/OBCs out of which 64 (12.45%)belongs to SCs 191(37.16%) to STs and 107(20.82%) to OBCs.

Your Company is also taking keen interest in development of the weaker section ofsociety living in the periphery of the mines situated in remote areas by providingdrinking water facilities road maintenance periodical medical checkups and treatment topeople living in these villages.

30. INDUSTRIAL RELATIONS

Industrial relations in your Company and at Mines continued to be cordial during theyear.

31. VIGILANCE

The C ompany has its Vigilance Department headed by Chief Vigilance Officer (CVO) ofRINL and assisted by one Vigilance Officer and PSO to CVO in Head Office Kolkata. Inaddition one Vigilance Officer (additional charge) are appointed for the Company minesThakurani. The function of Vigilance department includes both preventive and punitiveactions for all the mines of the company and for the Registered Office at Kolkata.Company’s Vigilance department is continuing its efforts for systemic improvement tobring more and more transparency in working environment of the Company and conductedvarious training programme and interactive sessions for creating Vigilance Awareness amongthe employees. As per the directives of Central Vigilance Commission the Company observes‘Vigilance Awareness Week’ every year.

32. GRIEVANCE REDRESSAL MECHANISM (GRM)

Grievance Redressal Mechanism is in place in Company at Unit Level and at CorporateLevel. Nodal Officer has been notified for this purpose. The name & designation of theofficer have been posted in the Company website Status of Public/ Employees’Grievances from 1.04.15 to 31.03.16

TABLE-2

Sl. No Type of Grievances Grievances outstanding as on 01.04.2015 No. of Grievances received during the period 01.04.15 to 31.03.16 No. of cases disposed of during the period 01.04.2015 to 31.03.2016 No. of cases pending as on 31.03.2016
1. Public rievancs Nil 12 12 Nil
2. Employee Grievancs Nil Nil Nil Nil

33. IMPLEMENTATION OF THE PERSONS WITH DISABILITIES ACT 1995

The Company being a mining organization is governed by the provisions of the Mines Act1952 and Rules & Regulations there under. The Company has implemented the provisionsof "Persons with Disabilities Act 1995". 1(one) employee with disability isemployed in The Company. The Company has provided access for disabled persons at its headoffice.

34. COMPLIANCE WITH LAW/ LEGAL REQUIREMENTS

The Company has taken measures to ensure legal compliances and the annual legalcompliance report from all the departmental heads are placed before the Board.

35. WEBSITE OF THE COMPANY

The Company maintains its website where information about the Company is provided.

36. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The company has a vigil mechanism for Directors and Employees to report their concernsabout unethical behavior actual or suspected fraud or violation of the company’sCode of Conduct. The mechanism provides for adequate safeguards against victimization ofDirectors and employees who avail of the mechanism. In exceptional cases Directors andemployees have direct access to the Chairman of Audit Committee.

The Company has a Whistle Blower Policy in place and the same is also available in thewebsite.

37. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUT GO

The prescribed particulars of conservation of Energy Technology Absorption and ForeignExchange Earnings and outgo required under Sec 134(3)(m) read with Rule 8(3) of theCompanies (Accounts) Rules 2014 is followed at the Company.

38. STATUTORY AUDITORS

On the advice of the Comptroller and Auditor General of India New Delhi the Companyappointed the under mentioned firm of Chartered Accountants as Statutory Auditor of theyear 2015-16:

SL NO Name of the Auditor Address of the Auditor
M/s L B Jha & Co GF-1 Gillander House
Netaji Subhas Road
Kolkata- 70001

The Statutory Auditors Report on the Accounts of the Company for the Financial Yearended 31st March 2016 is enclosed as Annexure II to the Directors’ Report.

39. COMMENTS BY THE COMPTROLLER AND AUDITOR GENERAL OF INDIA (CAG) ON THE ACCOUNTS OFTHE COMPANY FOR THE YEAR ENDED 31ST MARCH 2016

The Comptroller and Auditor General of India (CAG) had conducted Supplementary Auditunder Section 143 (6) (a) of the Companies Act 2013 of the financial statements of TheCompany for the year ended 31st March 2016. The comments of Comptroller & AuditorGeneral of India under Section 143 (6) (b) of the Companies Act 2013 on the Accounts ofthe Company for the year 2015-16 forms part of this report. It has been stated thatnothing significant has come to their knowledge which would give rise to any comment uponor supplement to statutory auditor’s report.

40. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s S.K.Khemka and associates Practicing Company Secretaries. The Secretarial Auditor’sReport for the financial year ending 31st March 2016 is annexed to the Board’sReport as Annexure III. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

41. ADVERSE IMPACT OF PAYMENT OF ENHANCED STAMP DUTY BY THE LESSEES OF MINING LEASES ASPER THE PROVISIONS OF THE INDIAN STAMP (ODISHA AMENDMENT) ACT 2013 AND ACTION TAKEN BYOMDCTHE COMPANY.

Two separate Writ petitions under Article 226 & 227 of the Constitution of Indiafor issue of Writ of Quo Warranto to the Government of Odisha to quash the provisions ofIndian Stamp (Odisha Amendment) Act 2013 and Rule 11- C of the Odisha Stamp Rules 1952inserted through Odisha Stamp (Amendment) Rules 2013 was filed by the Company in the"High Court of Orissa" Cuttack separately for the mines of the Company.

The High Court of Orissa heard both the above petitions on 17.07.13 and passed an orderfor 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 byPrincipal Secretary Department of Steel & Mines Govt. of Odisha.

42. MAJOR LEGAL CASES

The Company is contesting major legal cases at High Court Kolkata to separate the issueof leases from the liquidation process of BPMEL (for Kolha Roida Dalki & Thakuranileases). The Revisional Authority Ministry of Mines has been approached to set aside thelapsing orders regarding the leases of Bhadrasahi Belkundi and Bagiaburu.

The Revisional Authority has also been approached to set aside demand notice from Govt.of Orisha for Rs 5395.37 crores.

43. RISKS & MITIGATING STEPS

The Company has identified various risks faced by the Company from different areas. Asrequired under SEBI (LODR) Regulation 2015 the Board has adopted a Risk management policywhereby a proper framework is set up.

44. DIRECTORATE

Shri Prem Sagar Mishra was appointed as the Director (Production & Planning) of thecompany as on 16.11.2015.

45. WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act 2013 and SEBI (LODR)Regulation 2015 a company shall have at least one Woman Director on the Board of thecompany. Presently Smt Urvilla Khati is on the Board of the Company as Woman Director.

46. DETAILS ABOUT KEY MANAGERIAL PERSONNEL

Shri A.Chakravarty CFO was nominated as Key Managerial Personnel of the Company by theBoard at its Board meeting held on 24th July 2015 in place of Shri T.K. Saha CFO.

Pursuant to section 134(3) (q) read with rule (8) (5) (iii) of Companies (Accounts)Rules 2014 the Board has identified Managing Director Chief finance Officer (CFO) andCompany Secretary as Key Managerial Personnel.

47. REPORT ON MANAGEMENT DISCUSSIONS AND ANALYSIS

A Report on Management Discussions and Analysis as required in terms of Schedule V ofthe SEBI (LODR) Regulation 2015 enclosed and forms part of the report as Annexure IV.

48. CORPORATE GOVERNANCE

A report on Corporate Governance regarding compliance of the conditions of CorporateGovernance pursuant to Schedule V of the SEBI(LODR) Regulation 2015 also forms part ofthis Directors’ Report as Annexure V.

Certificate attested by the CEO/CFO is also enclosed forming part of the CorporateGovernance Report and Certificate on Compliance was obtained from a PracticingCompany Secretary regarding compliance of the conditions of Corporate Governance asstipulated under Regulation 34(3) of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 also forms part of this Annual Report.

49. DEPOSIT

During the year under review the Company did not accept any deposits from the publicwithin the ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.

50. LISTING

The Company’s shares are listed at The Calcutta Stock Exchange Limited NationalStock Exchange Limited and also traded in Bombay Stock Exchange Limited under permittedcategory. The listing fee is paid upto 31st March 2016.

51. DEPOSITORY SYSTEM

The Company’s shares are under compulsory demat mode. The Company has entered intoagreement with National Securities Depository Limited (NSDL) and Central DepositoryServices Limited (CDSL).

All the Shareholders are holding shares in dematerialized form except 150 nos. Membershaving certificate in physical form are requested to dematerialize their holdings foroperational convenience.

52. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014 extract of annual return forms part of theBoard’s Report.

53. APPOINTMENT AND REMUNERATION POLICY

Being a Central Public Sector Undertaking the appointment tenure performanceevaluation remuneration etc. of Directors are made/fixed by the Government of India.

The remuneration of officers is decided as per Government guidelines on Pay Revisionand remunerations of other employees of the company are decided as per Wage SettlementAgreement entered with the Union. The appointments/promotions etc. of the employees aremade as per Recruitment and Promotion Policy approved by the Board.

54. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitment affecting the financial position of thecompany which has occurred between the end of the financial year and the date of thereport except the following developments which have taken place in the recent past :-

Letter for allotment of Brahmani Coal Block located in the state of Odishareceived by the Company (the ‘Block Allocattee’) for Commercial Mining underRule 4 of the "Auction by Competitive Bidding of Coal Mines Rules 2012’.

Opinion has been received from Attorney General for India regarding vestingof Kolha- Roida Dalki & Thakurani leases to the Company and the same has beensubmitted to Govt of Odisha for consideration.

Revisional Authority Ministry of Mines Govt. of India has remanded thecase of Bhadrasahi Belkundi and Bagiaburu leases to Govt. of Odisha for issuing the orderin view of Apex Court.

55. CAUTIONARY STATEMENT

Statements in the report describing the Company’s objectives expectations and/oranticipations may be forward looking within the meaning of Applicable Laws Rules andRegulations. Actual results may differ materially from those stated in the statement.Important factors that could influence the Company’s operations include global anddomestic supply and demand conditions affecting selling prices of finished goodsavailability of inputs and their prices changes in the Government policies regulationstax laws economic developments within the country and outside and other factor such aslitigations and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statementswhich may undergo changes in future on the basis of subsequent developments informationor events.

56. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information andexplanations obtained Directors make the following statements in terms of Section134(3)(c) of the Companies Act 2013:

i. That in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;

ii. That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial period 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 ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 the Directors had devised proper system to ensure compliance with theprovisions of all applicable laws were in place and that such systems were adequate andoperating effectively.

The Company’s Internal Auditors have conducted periodic audits to providereasonable assurance that the Company’s approved policies and procedures have beenfollowed.

58. ACKNOWLEDGEMENT

Directors take this opportunity to express their grateful appreciation for thecontinued support and guidance received from the Government of India especially theMinistry of Steel Ministry of Mines Ministry of Environment Forest & ClimateChange Ministry of Corporate Affairs and from Government of West Bengal and Odisha andother Departments of Government of India and States.

Directors place on records their sincere thanks to the support extended by the valuedand esteemed Customers Shareholders Stakeholders Railway Department Banks and theSuppliers. Directors also wish to convey their appreciation to all the employees of theorganization for their valuable contributions and support.

For and on behalf of the Board.
Place: New Delhi (P. Madhusudan)
Date:23.08.2016 Chairman

BRIEF OUTLINE OF THE COMPANY’S CSR POLICY

1. The objective of the company is to actively contribute to the social and economicdevelopment of the communities in which we operate so as to promote sustained growth forthe society and community and in particulars take up the activities as included inSchedule VII of the Companies Act 2013.

2. The CSR committee will facilitate the Annual CSR action plan containing the clearterms of reference outlining the key tasks duration of assignment allocation of budgetfor different projects method of implementation and review. The CSR budget shall beaccording to Companies Act 2013.

3. Money unutilized if any in the previous year will be carried forward and includedin the budget for the next year. Any surplus arising out of the CSR projects or programsor activities shall not form part of the business profit of the Company.

4. The Corporate Social Responsibility activities undertaken by the Company will bemonitored by the Corporate Social Responsibility Committee duly constituted by the Board.The committee will be responsible to institute a transparent monitoring mechanism forimplementation of the CSR projects or programs or activities undertaken by the company.

5. During the year 2015-2016 the CSR activities of the Company are largely focused inthe areas of education health skill development and financial inclusion and otheractivities as the Company may choose to select in fulfilling its CSR objectives. Inaddition to it in compliance with the Swachh Bharat Abhiyaan launched by Hon’blePrime Minister on 2nd October 2014 OMDC has proceeded for construction of toilets inschool and around OMDC mines.