Gujarat Mineral Development Corporation Limited
Your Directors have pleasure in presenting 57th Board's Report along with the auditedaccounts of your company for the financial year 2019-20.
1. FINANCIAL RESULTS
Our profit after tax for the year is Rs.202.68 crore as against Rs.138.69 crore lastyear.
|Particulars ||2019-20 ||2018-19 |
| ||(Rs. in Lakh) ||(Rs. in Lakh) |
|Total Income from Operations ||152094.85 ||187967.82 |
|Profit/(Loss) for the period (before Tax and Exceptional items) ||26099.80 ||60485.38 |
|Profit/(Loss) after tax (after Exceptional items) ||20267.74 ||13868.98 |
|Total Comprehensive Income for the period [Comprising Profit/(Loss) after tax and Other Comprehensive Income (net of tax)] ||3795.48 ||1888.41 |
2. REVIEW OF THE BUSINESS OPERATIONS
2.1 LIGNITE PROJECTS:
During the year the Company operated five lignite mines namely Mata-No-MadhRajpardi Tadkeshwar Bhavnagar and Umarsar. During the year under review 69.56 MT oflignite was produced from these mines. The mine-wise production figures are as follows:
|Sr. No. ||Name of mine ||Lignite production (in lakh MT) |
|1 ||Mata-No-Madh ||28.39 |
|2 ||Rajpardi ||9.24 |
|3 ||Tadkeshwar ||12.74 |
|4 ||Bhavnagar ||5.51 |
|5 ||Umarsar ||13.68 |
| ||Total ||69.56 |
2.2 POWER PROJECT - NANI CHHER
During the year under review 2x125 MW Akrimota Thermal Power Station is runningsuccessfully. This year the Power Plant generated 708.80 MUs having 33.79% PLF.
2.3 WIND AND SOLAR POWER
Wind Farm Projects of 200.9 MW are situated at different locations in Gujarat and 5 MWSolar Power Project is situated at Panandhro Lignite Project which are runningsatisfactorily. The 200.9 MW Wind Projects have achieved 23.81% PLF (Plant Load Factor)whereas Solar Project is running at 12.95 % CUF (Capacity Utilization Factor).
2.4 BAUXITE AND MANGANESE
2.4.1 Gadhsisa Group of Bauxite Mines - Kutch
In the Financial year 2019-20 Company has sold 866 MT (> 52% Al2O3)Plant Grade bauxite and 457474 MT of (< 52% Al2O3) Non PlantGrade Bauxite from Gadhsisa Group of Mines District Kutch.
2.4.2 Mevasa Bauxite Mines - Devbhoomi Dwarka
In the Financial year 2019-20 Company has sold 10459 MT (> 52% Al2O3)Plant Grade bauxite from Mevasa Mines District Devbhoomi Dwarka.
2.4.3 Manganese - Shivrajpur
In the Financial year 2019-20 Company has sold 68735 MT of Sub grade Manganese Orefrom Waste dump of Shivrajpur Project District Panchmahal.
2.5 COVID-19 AND ITS IMPACT ON GMDC
Due to outbreak of COVID-19 globally and in India GMDC has made initial assessment ofits likely adverse impact on its business and finance. GMDC expects that considering thesteps taken by the Central and the State Governments for the revival of economy theimpact on the demand of lignite due to lock-down may be for short duration only. Themanagement does not expect any medium to long term risks at this stage in GMDC's abilityto continue as a going concern and meeting its liabilities as and when they fall due.Further details are available in Note No.2.50 to the financial statements.
Your Directors have pleasure to recommend a dividend of 100% i.e. Rs.2 per share onequity shares. An amount of Rs.6360 lakh on paid up equity share capital of Rs.6360 lakhshall be paid as dividend.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
In terms of Section 124 and 125 of the Companies Act 2013 read with relevant rulesunclaimed dividend or unpaid dividend relating to the financial year 2012-13 will betransferred to the Investor Education and Protection Fund established by the CentralGovernment on due date. Further as per the provisions of IEPF Authority (AccountingAudit Transfer and Refund) Rules 2016 the company will also transfer the shares of theshareholders who have not claimed their dividend for seven consecutive years. Thenecessary approval and the authorization for this purpose have already been completed. Inline with the instructions to be received from the Ministry of Corporate Affairs thecompany will transfer such shares to IEPF authority.
5. CONTRIBUTION TO CENTRAL EXCHEQUER:
The company has contributed Rs.159.06 crore towards income tax for the year underconsideration.
6. SHARE CAPITAL
During the year under review the issued subscribed and paid-up share capital remainedconstant at Rs.63.60 Crore divided into 31.80 crore equity shares of Rs.2 each.
Income Tax assessment of the Company has been completed up to the Financial Year2015-16.
8. INTERNAL AUDIT
M/s R S Patel & Co. Chartered Accountants were the internal auditors of thecompany for the Financial Year 2019-20.
9. STATUTORY AUDIT
M/s. Soni Jhawar & Co. Chartered Accountants were appointed as Statutory Auditorsof the Company by the Comptroller & Auditor General of India for the Financial Year2019-20.
10. AUDIT BY COMPTROLLER AND AUDIT GENERAL OF INDIA (C & AG)
Being a Government Company the C & AG has carried out supplementary audit of thefinancial statements of your Company for the year ended 31st March 2020 pursuant toProvisions of Section 143 (6)(a) of the Companies Act 2013.The C & AG has not offeredany adverse comment upon or supplement to Statutory Auditors' Report.
11. COST AUDIT
M/s Dinesh Birla & Co. were appointed as Cost Auditors of the company for the year2019-20. The Cost Audit Report has been filed on 26th August 2019 for the Financial Year2018-19.
12. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 201 3 the Company hasappointed M/s. Pinakin Shah & Co. Company Secretary in Practice to undertake theSecretarial Audit of the Company for the year 2019-20. Their Secretarial Audit Report isgiven in Annexure I forms part of this report. As observed by the Auditor the appointmentof woman independent director was made w.e.f. 7/6/2019 because the company being aGoverment company the appointment is carried out in consultation with the Government.
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 joint venture company. Dueto slow progress on the project because of non-receipt of PL approval from Govt. ofOdisha Ministry of Coal Govt. of India de-allocated the block invoking 50% of the BankGuarantee. The Hon'ble Supreme Court of India has cancelled all the allocated coal blockswhich include Naini Coal Block also.
Meanwhile approval of the State Government has been received for closing the companyand company has initiated actions for closing this company.
13.2 Gujarat Credo Mineral Industries Limited
Dry beneficiation of low grade bauxite and Zeolite manufacturing plant has beencommissioned.
13.3 Fluorspar Beneficiation Plant
GMDC along with M/s Gujarat Fluorochemicals Limited and M/s Navin FluorineInternational Limited is setting up the fluorspar beneficiation plant a single largestproject of 40000 MTPA capacity at Kadipani. Based on pilot test report Global tenderwill be floated for selection of EPC contract. Valuation report for Kadipani assets hasbeen received. Based on report land will be leased on hire basis to JV Company and assettransfer will be carried out in favour of JV Company.
13.4 Aikya Chemicals Private Limited
Mang anese Ox i de Ma nganese di oxide and Manganese Sulphate plant set by JVC hasbeen commissioned.
14. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE 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 Programme refers to the Management of an Organization's EnvironmentalProgrammes in a Systematic sustainable and Planned Manner along with its documentationimplementation review and actions for further improvements.
During the year 2019-20 GMDC has planted total 151830 plants saplings covering 58.82hectares of mine lease and residential colony areas involving State Forest Departmentlocal villagers societies etc. developed gaucher/grassland covering 5 ha. area andinstallation of drip irrigation system covering 10 ha. area for efficient use of water forplantation.
Under statutory compliance as a part of Monthly environmental monitoring for airwater and noise pollution is being done through the laboratory approved by Ministry ofEnvironment and Forests/ Gujarat Pollution Control Board as well as through in housefacility. Annual Environment Audit is being done by GPCB approved Schedule I/II Auditorsas applicable at GMDC Projects.
Primary Effluent Treatment Plants (PETP's) were operated successfully achieving desiredperformance at major lignite mines of GMDC for the treatment of acid mine drainage water.These ETP's are prefabricated movable structure so can be easily shifted to anotherlocation after completion of project. We are using Caustic Lye as neutralizing agent toneutralize mine drainage water which produces less amount of sludge as well also work asalkali coagulant in precipitation of Metals present in effluent. It is automatic plantwhich automatically adjust its process based on input characteristics of water and allparameters are connected to Cloud Based Technology so that its performance can bemonitored from anywhere. Online calibration facility is provided for online stackmonitoring systems. Israel based vehicle RO plant was modified for dual mode operation forhuge saving in treatment cost.
In our seven mines Environment Clearance conditions compliance was verified by MOEFBhopal successfully & verification reports received.
To create environmental awareness among all employees and surrounding communitiesincluding schools various environmental awareness programmes have been conducted throughcelebration of World Environment Day and Van Mahotsav in various GMDC projects.
16. INDUSTRIAL RELATIONS HEALTH AND 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 paramedical 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 18001 certified company. Regular health checkup ofemployees engaged in Mining and Power segment including employees engaged throughcontractors transporters etc. are conducted.
17. PARTICULARS OF EMPLOYEES
GMDC did not have any employee who was employed throughout the financial year and inreceipt of remuneration of Rs. 1.02 crore or more or employed for a part of the year andin receipt of Rs.8.5 lakh or more a month under Rule 5 (2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 as amended.
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 OF RISK MANAGEMENT POLICY OFTHE COMPANY
Looking to the profile of GMDC i.e. Mining and Power Operations GMDC has inbuiltrisk management practices to address various operational risks. GMDC 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 Impact Assessment
2. Risk Evaluation
3. Risk Reporting and Disclosure
4. Risk Mitigation
GMDC has also set up a Risk Management Committee.
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There were no loans and guarantees given by the company under Section 186 of theCompanies Act 2013.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the Financial Year the transactions entered into by the company with therelated parties were in the ordinary course of business at arm's length. The company hasnot entered 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 underSection 134 (3) of Companies Act 2013 is not required. The Policy on Related PartyTransactions may be accessed on the website of the company at https://www.gmdcltd.com/en/corporate-policies-gmdc.
22. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There are no such comments.
23. GMDC'S POLICY RELATING TO DIRECTORS' APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
GMDC being a Government Company the Government of Gujarat appoints its Directorsexcept the Independent Directors. GMDC does not pay any remuneration to its Directorsexcept the sitting fees and out of pocket expenses for attending Board's and itscommittees' meetings. The Independent Directors are appointed by the Shareholders in theirGeneral Meeting. Except the Managing Director all the Directors of GMDC are non-executivedirectors.
24. EXTRACTS OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 of the CompaniesAct 201 3 read with Rule 12 of the Companies (Management and Administration) Rules 2014is appended in Annexure IV to this report. The details of Annual Return can also beaccessed on the website of the company at www.gmdcltd.com.
25. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
GMDC had conducted 4 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 for the financial year ended 31st March2020 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
b. The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of financial year and of theprofit 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 the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
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 such internal financial controls were adequate and were operating effectively;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.
GMDC has neither accepted nor renewed any deposits from the public during the yearunder review.
28. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures that they fulfill all therequirements as stipulated in Section 149(6) of the Companies Act 2013 so as to qualifythemselves to be appointed as Independent Directors under the provisions of the CompaniesAct 2013 and the relevant rules.
29. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
During the year under review the Audit Committee consisted of the following members:
(i) Shri S B Dangayach
(ii) Shri Milind Torawane IAS
(iii) Shri Nitin Shukla
(iv) Prof Shailesh Gandhi
GMDC has established a Whistle Blower/Vigil Mechanism Policy. GMDC has also providedadequate safeguards against victimization of employees and Directors who express theirconcerns. GMDC has also provided direct access to the chairman of the Audit Committee onreporting issues concerning the interests of employees and the Company.
30.1 BUY BACK OF SECURITIES
GMDC has not bought back any of its securities during the year under review.
30.2 SWEAT EQUITY
GMDC has not issued any Sweat Equity Shares during the year under review.
30.3 BONUS SHARES
GMDC has not issued any Bonus Shares during the year under review.
30.4 EMPLOYEES STOCK OPTION PLAN
GMDC has not provided any Stock Option Scheme to the employees.
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
GMDC has in place Sexual Harassment Policy in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2019-20:
No. of complaints received: NIL
No. of complaints disposed of: NIL
32. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company have been prepared in accordancewith Indian Accounting Standards (Ind AS) notified under Section 133 of the CompaniesAct2013 read with the Companies(Indian Accounting Standards) Rules2015 and otherrelevant provisions of the Act form part of this Annual Report. Further a statementcontaining salient features of the Financial Statements of Subsidiaries/AssociateCompanies/Joint Ventures in the prescribed format AOC - 1 is given at Annexure V.
During the financial year under review Shri Milind Torawane IAS was appointed asDirector vice Shri Sanjeev Kumar IAS transferred. Smt. Gauri Kumar IAS (Retd.)wasappointed as the Woman Independent Director. The tenure of Shri S B Dangayach and ShriNitin Shukla both Independent Directors were renewed for a period of five more years.
34. CORPORATE GOVERNANCE
As per requirement of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and as per the listing agreement entered into with the various StockExchanges the detailed report on the Corporate Governance is given in Annexure VI andforms part of this report.
35. MANAGEMENT DISCUSSION AND ANALYSIS
As per requirement of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and as per the listing agreement entered into with the various StockExchanges Management
Discussion and Analysis is given at Annexure VII and forms part of this report.
36. CORPORATE SOCIAL RESPONSIBILITY (CSR) AND CSR POLICY
GMDC has been sensitive towards its Social Responsibility right from its inception. Ithas adopted a business model which has an inclusive approach. The company is always keento address needs and requirements of the community within which it operates. Your companyreaches out to various segments of society in particular of rural community by providingthem critical rural infrastructure in various sectors such as Water Health SanitationEducation Employment Livelihood Agriculture etc. Through these initiatives yourcompany attempts to take the fruits of development to those people who are not yetincluded in the main stream. In the year passed by there was an unprecedented situationdue to Covid 19 pandemic. Your company took special measures to reach out to the ruralcommunity in the villages surrounding its various project sites to contain the spread ofthe virus in the rural regions.
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 2019-20 as prescribed under Section 135 of the
Companies Act 2013 read with the Companies (Corporate Social Responsibility) Rules2014 forms part of this Report and is annexed at Annexure VIII.
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 GMDC at alllevels. They also wish to place on record their gratitude for the confidence placed inthem 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.the Industries & Mines Department the Finance Department Commissionerate of Geologyand Mining 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 ||S B Dangayach |
|Managing Director ||Independent Director |
|DIN:03571453 ||DIN:01572754 |
|Date : 23rd June 2020 || |
|Place : Ahmedabad || |