Gujarat Mineral Development Corporation Limited
Your Directors present this 58th Board's Report along with the auditedaccounts of your company for the financial year 2020-21.
1. FINANCIAL RESULTS
For the year 2020-21 the Company has posted a loss of ` 40.47 crore asagainst the net profit of ` 145.11 crore last year.
|Particulars ||2020-21 ||2019-20 |
| ||(Rs. in Lakh) ||(Rs. in Lakh) |
|Total Income from Operations (net) ||133923.84 ||152094.85 |
|Profit / (Loss) before Tax and Exceptional items ||4855.04 ||20342.87 |
|Net Profit/(Loss) after tax ||(4046.93) ||14510.81 |
|Total Comprehensive Income for the period [Comprising Profit / (Loss) after tax and Other Comprehensive Income (after tax)] ||125.39 ||(1961.45) |
2. REVIEW OF THE BUSINESS OPERATIONS
2.1 LIGNITE PROJECTS:
During the year the Company operated five lignite mines namelyMata-No-Madh Rajpardi Tadkeshwar Bhavnagar and Umarsar Lignite Mines. During the yearunder review 60.04 Lakh MT 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 Mata-No-Madh ||22.94 |
|2 Rajpardi ||5.78 |
|3 Tadkeshwar ||12.73 |
|4 Bhavnagar ||4.92 |
|5 Umarsar ||13.67 |
|Total ||60.04 |
2.2 POWER PROJECT - NANI CHHER
During the year under review 2 x 125 MW Akrimota Thermal Power Stationhas generated 435.05 MUs having 20% PLF.
2.3 WINDAND SOLAR POWER
Wind Farm Projects of 200.9 MW are situated at different locations inGujarat and 5 MW Solar Power Project is situated at Panandhro Lignite Project which arerunning satisfactorily. The 200.9 MW Wind Projects have achieved 16% PLF (Plant LoadFactor) whereas Solar Project is running at 14% CUF (Capacity Utilization Factor).
2.4 BAUXITEAND MANGANESE
2.4.1 Gadhsisa Group of Bauxite Mines - Kutch
In the Financial year 2020-21 Company has sold 78810.83 MT of(>52% Al O ) Plant Grade Bauxite and 268435.18 MT of (<52% Al O ) Non Plant GradeBauxite from Gadhsisa group of mine District Kutch.
2.4.2 Mevasa Bauxite Mines Devbhoomi Dwarka
In the Financial year 2020-21 Company has sold 41610.35 MT (>52%Al O ) Plant Grade bauxite from Mevasa Mines District - Devbhoomi Dwarka.
2.4.3 Manganese - Shivrajpur
In the Financial year 2020-21 Company has sold 57554.61 MT of Subgrade Manganese Ore from Waste dump of Shivrajpur Project District Panchmahal.
Your Directors recommend a dividend of 10% i.e. ` 0.20 per share onequity shares. An amount of` 636 lakh on paid up equity share capital of ` 6360 lakhshall be paid as dividend.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION ANDPROTECTION FUND (IEPF)
In terms of Section 124 of The Companies Act 2013 and applicableprovisions of the Companies Act 2013 any unclaimed dividend or unpaid Dividend relatingto the financial year 2013-14 will be transferred to the Investor Education and ProtectionFund established by the Central Government on due date. Further as per the provisions ofIEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 the company will alsotransfer the shares of the shareholders who have not claimed their dividend for sevenconsecutive years. The necessary approval and the authorization for this purpose havealready been completed. In line with the instructions to be received from Ministry ofCorporate Affairs the company will transfer such shares to IEPF authority.
5. CONTRIBUTION TO CENTRAL EXCHEQUER:
The company has contributed ` 73.91 crore towards income tax for theyear under review.
6. SHARE CAPITAL
During the year under review the issued subscribed and paid-up sharecapital remained constant at ` 63.60 Crore divided into 31.80 crore equity shares of ` 2each.
Income Tax assessment of the Company has been completed up to theFinancial Year 2016-17.
M/s R S Patel & Co. Chartered Accountants are the internalauditors of the company for the Financial year 2020-21.
M/s. Soni Jhawar & Co. Chartered Accountants were appointed as theStatutory Auditors of the Company by the Comptroller & Auditor General of India forthe Financial Year 2020-21.
10. AUDIT BY THE COMPTROLLER AND AUDIT GENERAL OF INDIA(C &AG)
Being a Government Company the C & AG has carried outsupplementary audit of the financial statements of your Company for the year ended 31stMarch 2021 pursuant to the provisions of Section 143 (6)(a) of the Companies Act 2013.The C &AG has not offered any adverse comment upon or supplementary to the statutoryauditors' report.
M/s N D Birla & Co. were appointed as the Cost Auditors of thecompany for the year 2020-21. The Cost Audit Report for the Financial Year 2019-20 hasbeen filed on 21st September 2020.
Pursuant to the provisions of Section 204 of the Companies Act 2013the Company has appointed M/s. Pinakin Shah & Co. Company Secretary in Practice toundertake the Secretarial Audit of the Company for the year 2020-21. The Secretarial AuditReport is annexed at Annexure I which forms part of this report...
13. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards.
14. STATUS OF VARIOUS JOINT VENTURES
14.1 Naini Coal Company Limited
Approval of the State Government has been received for closing thecompany and company has initiated actions for closing this company.
14.2 Gujarat Credo Mineral Industries Limited
Dry beneficiation of low grade bauxite and Zeolite manufacturing planthas been commissioned.
14.3 Fluorspar Beneficiation Plant
GMDC along with M/s. Gujarat Fluorochemicals Limited and M/s NavinFluorine International Limited is setting up the fluorspar beneficiation plant a singlelargest project of 40000 MTPA capacity at Kadipani. Based on pilot test report Globaltender will be floated for selection of EPC contract. Valuation report for Kadipani assetshas been received. Based on report land will be leased on hire basis to JV Company andasset transfer will be carried out in favour of JV Company.
14.4 Aikya Chemicals Private Limited
Manganese Oxide Manganese dioxide and Manganese Sulphate plant set byJVC has been commissioned.
15. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THISFINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position ofthe Company occurred between the ends of the financial year to which these financialstatements relate and the date of this report.
16. ENVIRONMENT PROGRAMME
GMDC is committed for environmental protection conservation ofresources protection of biodiversity waste management and control of its activitieswhich have potential of adverse environmental impacts. Environmental Programme refers tothe Management of GMDC's Environmental Programmes in a Systematic sustainable and PlannedManner along with its documentation implementation review and actions for furtherimprovements to fulfill the commitments of the organisation.
GMDC has implemented an effective Environment Management System and hasbeen certified under ISO 14001. For the control of pollution and environmental protectionGMDC is doing regular water sprinkling for dust suppression installed and operatingelectrostatic precipitators for stack emission control Sewage and Effluent TreatmentPlants for the control of water pollution and regular noise / vibration measurement forcontrolling noise pollution from machines.
During the year 2020-21 GMDC has planted total 94067 plants saplingscovering 41.772 hectares of mine lease and residential colony area involving State ForestDepartment local villagers societies etc.
Under statutory compliance as a part of Monthly environmentalmonitoring for air water and noise pollution is being done through the laboratoryapproved by Ministry of Environment Forest and Climate Change NABL as well as GujaratPollution Control Board. Annual Environment Annual Environment Audit is being conducted byGPCB approved Schedule I / II Auditors as applicable at GMDC Projects.
To create environmental awareness among all employees and surroundingcommunities including schools various environmental awareness programmes have beenconducted through celebration of World Environment Day and Van Mahotsavetc. at variousGMDC projects.
17. INDUSTRIAL RELATIONS HEALTH AND SAFETY
The relations between the company and its employees continued to becordial throughout the year. The company is also committed to the health and safety of notonly its staff but also of the people engaged through its contractors and community livingin and around its project areas. Dispensaries with qualified doctors and para-medicalstaff are in operation at Panandhro Akrimota Thermal Power Plant Rajpardi and KadipaniProjects. Mobile medical vans facilities are also operational at various projects. Atevery project GMDC provides ISI & DGMS safety shoes and other safety devices andadopts best safety practices.
The Company is an OHSAS 18001 certified company. Regular health checkupof employees engaged in Mining and Power segment including employees engaged throughcontractors transporters etc. are conducted.
18. PARTICULARS OF EMPLOYEES
GMDC did not have any employee who was employed throughout thefinancial year and in receipt of remuneration of ` 10200000 or more or employed forpart of the year and in receipt of ` 850000 lakh or more a month under Rule 5 (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The table containing other particulars of employees in accordance withthe provisions of Section 197 (1) of the Companies Act 2013 read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedat Annexure II to the Board's Report.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGSAND OUTGO
Additional information on conservation of energy technologyabsorption foreign exchange earnings and outgo as required by the Section 134 (3) (m) ofthe CompaniesAct 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 isannexed as Annexure III and forms part of this report.
20. BUSINESS RESPONSIBILITY REPORT
As required under Regulation 34 of the SEBI (LODR) Regulations 2015Business Responsibility Report is enclosed at Annexure-IV to this Report.
21. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISKMANAGEMENT POLICY OF THE COMPANY
Looking to the profile of GMDC i.e. Mining and Power Operations GMDChas inbuilt risk management practices to address various operational risks. GMDC hasstandard operating processes for various mining operations in order to mitigate proceduresand prevent risk arising out of various operations. GMDC has no external borrowings.Hence there is no financial risk that can impact GMDC's Financial Position. GMDCprimarily deals with natural resources. Hence Policy of Government may impact GMDC'soperational strategy.
GMDC's risk management process revolves around following parameters:
1. Risk Identification and ImpactAssessment
2. Risk Evaluation
3. Risk Reporting and Disclosure
4. Risk Mitigation
GMDC has also set up a Risk Management Committee.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIESACT 2013
There were no loans and guarantees given by the company under Section186 of the Companies Act 2013.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the Financial Year the transactions entered into by the companywith the related parties were in ordinary course of business at arm's length. The companyhas not entered into contracts / arrangements / transactions with Related Parties whichcould be considered material in accordance with Section 188 of the Act and the Policy ofthe company 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/download/Corporate-Polices.
24. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIRREPORTS
There are no such comments.
25. GMDC'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OFREMUNERATION AND DISCHARGE OF THEIR DUTIES
GMDC being a Government Company the Government of Gujarat appoints itsDirectors except the Independent Directors. GMDC does not pay any remuneration to itsDirectors except the sitting fees and out of pocket expenses for attending meetings ofthe Board or its committees. The Independent Directors are appointed by the Shareholdersin their General Meeting. Except the Managing Director all the Directors of GMDC arenon-executive directors.
26. EXTRACTS OFANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and Administration) Rules 2014 is appendedin Annexure V to this report.
27. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
GMDC had conducted 4 Board Meetings during the financial year underreview.
28. DIRECTORS' RESPONSIBILIY STATEMENT
In accordance with the provisions of Section 134 (3) (c) read withSection 134(5) of the Companies Act 2013 your Directors confirm that :-
a. In the preparation of the annual accountss for the financial yearended 31st March 2021 the applicable accounting standards had been followed along withproper explanation relating to material departures;
b. They has 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 financialyear ended on 31st March 2021 and of the loss of the company for that period;
c. They 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 ifany;
d. The Directors had prepared the annual accounts on a going concern basis; and
e. The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls were adequate and were operatingeffectively.
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 publicduring the year under review.
30. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures 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 Companies Act 2013 and the relevant rules.
31. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGILMECHANISM
During the year under review the Audit Committee consisted of thefollowing 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 provided adequate safeguards againstvictimization of employees and Directors who express their concerns. GMDC has alsoprovided direct access to the chairman of the Audit Committee on reporting issuesconcerning the interests of employees and the Company.
32.1 BUY BACK OF SECURITIES
GMDC has not bought back any of its securities during the year underreview.
32.2 SWEAT EQUITY
GMDC has not issued any Sweat Equity Shares during the year underreview.
32.3 BONUS SHARES
GMDC has not issued any Bonus shares during the year under review.
32.4 EMPLOYEES STOCK OPTION PLAN
GMDC has not provided any Stock Option Scheme to the employees.
33. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013
GMDC has in place an Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints and receivedand disposed off during the year 2020-21:
|(a) No. of complaints received ||: 1 |
|(b) No. of complaints redressed ||: NIL |
|(c) No. of complaints pending ||: 1 |
34. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company have been preparedin accordance with Indian Accounting Standards (Ind AS) notified under section 133 of theCompanies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 andother relevant 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 VI.
During the financial year the tenure of Prof Shailesh GandhiIndependent Director was renewed for a further period of five years. After the end of thefinancial year the Government of Gujarat appointed Dr. Rajiv Kumar Gupta IAS as Chairmanof the Company vice Shri Manoj Kumar Das IAS and Shri Roopwant Singh IAS as the ManagingDirector of the Company vice Shri Arunkumar Solanki IAS.
36. CORPORATE GOVERNANCE
As per the requirement of SEBI (Listing Obligations & DisclosureRequirement) Regulations 2015 and as per the new listing agreement entered into with thevarious Stock Exchanges the detailed report on the Corporate Governance is given in AnnexureVII.
37. MANAGEMENT DISCUSSIONANDANALYSIS
As per the requirement of SEBI (Listing Obligations & DisclosureRequirement) Regulations 2015 and as per the new listing agreement entered into with thevarious Stock Exchanges Management Discussion and Analysis is given at Annexure VIII andform part of this report.
38. CORPORATE SOCIAL RESPONSIBILITY (CSR)AND CSR POLICY
GMDC has been sensitive towards its Social Responsibility right fromits inception. It has adopted a business model which has an inclusive approach. Thecompany is always keen to address needs and requirements of the community within which itoperates. Your company reaches out to various segments of society in particular of ruralcommunity by providing them critical rural infrastructure in various sectors such asWater Health Sanitation Education Employment Livelihood Agriculture etc. Theseinitiatives of your company attempt to take the fruits of development to those people whoare not yet included in the main stream. In the year passed by there was an unprecedentedsituation due to Covid 19 pandemic. Your company took special measures to reach out to therural community in the villages surrounding its various project sites to contain thespread of the virus in the rural regions.
The CSR Policy of the Company is also uploaded on the website of GMDC.The CSR Policy framework of the company is available elsewhere in this annual report. ACSR Report for Fiscal 2020-21 as prescribed under Section 135 of the Companies Act 2013read with the Companies (Corporate Social Responsibility) Rules 2014 forms part of thisReport and is annexed at Annexure IX.
Your Directors wish to place on record their deep appreciation for thesincere services and cooperation extended by the officers employees and workmen of GMDCat 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.the Industries & Mines Department the Finance Department Commissione rate 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.