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Gujarat Mineral Development Corporation Ltd.

BSE: 532181 Sector: Metals & Mining
NSE: GMDCLTD ISIN Code: INE131A01031
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VOLUME 22450
52-Week high 147.00
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P/E 6.80
Mkt Cap.(Rs cr) 2,620
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Sell Price 82.40
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OPEN 85.05
CLOSE 83.75
VOLUME 22450
52-Week high 147.00
52-Week low 69.00
P/E 6.80
Mkt Cap.(Rs cr) 2,620
Buy Price 81.55
Buy Qty 300.00
Sell Price 82.40
Sell Qty 73.00

Gujarat Mineral Development Corporation Ltd. (GMDCLTD) - Director Report

Company director report

To

The Shareholders

Gujarat Mineral Development Corporation Limited

Your Directors have pleasure in presenting 55th Board's Report along with the auditedaccounts of your Company for the financial year 2017-18.

1. FINANCIAL RESULTS

Our profit after tax for the year is Rs. 434.60 crore as against Rs. 325.20 crore lastyear.

Particulars 2017-18 Rs. in Lakh 2016-17 Rs. in Lakh
Total Income from Operations (net) 206996.68 158235.66
Net Profit/(Loss) for the period (before Tax and Exceptional items) 55692.57 44694.66
Net Profit/(Loss) before tax (after Exceptional items) 55692.57 44694.66
Net Profit/(Loss) after tax (after Exceptional items) 43460.39 32519.59
Total Comprehensive Income for the period [Comprising Profit/(Loss) after tax and Other Comprehensive Income (after tax)] 54770.10 42711.80

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 106.01 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 Panandhro 11.53
2 Mata-No-Madh 39.19
3 Tadkeshwar 15.92
4 Rajpardi 10.58
5 Bhavnagar 12.77
6 Umarsar 16.01
Total 106.01

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 generated 1360 MUs having 62.107% 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 150.9 MW Wind Projects have achieved 23% PLF (Plant Load Factor) andRojmal 50 MW Wind project achieved 15% PLF whereas Solar Project is running at 15% CUF(Capacity Utilization Factor).

2.4 BAUXITE

2.4.1. Gadhsisa Group of Bauxite Mines - Kutch

In the Financial year 2017-18 Company has sold 886.75 MT of (>52% Al2O3)Plant Grade Bauxite and 280749.06 MT of (<52% Al2O3) Non PlantGrade Bauxite along with 18340.940 MT of mine dust from Gadhsisa group of mine DistrictKutch.

242. MEVASA BAUXITE MINES D EVBHOOMI DWARKA

In the Financial year 2017-18 Company has sold 484.89 MT ( 52% Al2O3)Pl ant Grade bauxite and 83767.61 MT of ( 52% Al2O3)N on Plant Gradebauxite from Mevasa Mine District DevBhoomi Dwarka.

2.5 FLUORSPAR PROJECT KADIPANI (DIST. CHHOTAUDEPUR)

GMDC along with M/s. G ujarat Fluorochemicals Limited and M/s Navin Fluorine International Limited i s setting up the fluorspar beneficiation plant a single l argestproject 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 from Ernst and Young. Based on report l and will be l eased on hire basisto JV Company and asset transfer will be carried out i n favour of JV Company.

2.6 MANGANESE

In the Financial year 2017-18 Company has sold 52544.94. MT of Sub grade ManganeseOre from Waste dump of Shivrajpur Project District Panchmahal.

3. DIVIDEND

Your Directors have pleasure to recommend a dividend of 175% i .e. Rs. 3.50 per shareon equity shares. An amount of Rs. 11130 lakh on paid up equity share capital of Rs.6360 l akh shall be paid as dividend.

4. TRANSFER OF UNCLAIMED DIVIDEND TO I NVESTOR EDUCATION AND 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 2010-2011 will be t ransferred to t he I nvestor Education and Protection Fundestablished by t he Central Government on due date. Further as per t he provisions ofIEPF Authority (Accounting A udit Transfer and Refund) Rules 2 016 the company willalso transfer the shares of the shareholders who have not claimed t heir dividend for aconsecutive seven years The necessary approval and t he authorization for this purposehave already been completed I n l ine with t he i nstructions to be received fromMinistry of Corporate Affairs the company will transfer such shares to I EPF authority

5. CONTRIBUTION TO CENTRAL EXCHEQUER:

The company has contributed Rs. 20701.58 Lakh towards income tax for t he year underconsideration. The company has i mplemented successfully t he Goods and Service Tax Act.

6. SHARE CAPITAL

During the year under review the i ssued subscribed and paid-up share capitalremained constant at Rs. 63.60 Crore divided i nto 31.8 crore equity shares of Rs. 2 each.

7. FINANCE AND TAXATION

Income Tax assessment of the Company has been completed up t o t he Financial Year2014-15.

8. INTERNAL AUDIT

M/s G S V & Co. Chartered Accountants and M/s R S Patel & Co. CharteredAccountants are the i nternal auditors of the company.

9. STATUTORY AUDIT

M/s. S C Ajmera & Co. Chartered Accountants were appointed Statutory Auditors ofthe Company by the Comptroller & Auditor General of India for the Financial Year2017-18.

10. AUDIT BY COMPTROLLER AND AUDIT GENERAL OF INDIA (C & AG)

Being a Government Company th e C & AG has carried out supplementary audit of yourCompany pursuant to Provisions of Section 143 (6) of the Companies Act 2013. Comments ofthe C & AG as of views thereto of the management has been given separately in thisreport under the title "Comments of the Comptroller and Auditor General of India onFinancial Statements of GMDC and on Consolidated Financial Statements of GMDC.

11. COST AUDIT

Shri Manish B. Analkat was appointed as Cost Auditors of the Company for t he year2016-17. The Cost Audit Report has been filed on 11.9.2017 for t he Financial Year2016-17.

12. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/s. Gaudana & Gaudana Company Secretary in Practice to undertake theSecretarial Audit of the Company for the year 2017-18.

13. STATUS OF VARIOUS JOINT VENTURES

13.1 Naini Coal Company Limited

Naini coal Block was allocated j ointly to the Company and Pondicherry IndustrialPromotion Development & Investment Corporation Limited (PIPDICL)and t o 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 i nclude Naini Coal Block also. Hence this j oint venture will be closed i n duecourse. GMDC has filed a petition i n the Hon'ble High Court and i s pending for disposal.

Meanwhile approval of the State Government is also being sought for closing thecompany as the same i s not required any more.

132 Gujarat Credo Mineral I ndustries Limited

Dry beneficiation of low grade bauxite and Zeolite manufacturing plant has beencommissioned.

133 Alumina and Aluminium 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 i s underprogress. Detailed Project Report for 0.5 Million Ton per Annum plant got prepared byNALCO and i s not viable. Hence they had requested GMDC to drop the project for whichapproval of Govt. of Gujarat has been received.

134 Fluorspar Beneficiation Plant

GMDC along with M/s. Gujarat Fluorochemicals Limited and M/s Navin Fluorine International Limited i s setting up the fluorspar beneficiation plant a single l argestproject of

40000 MTPA capacity at Kadipani. Based on pilot test

report Global tender will be floated for selection of EPC contract. Valuation reportfor Kadipani assets has been received from Ernst and Young. Based on report l and will bel eased on hire basis to JV Company and asset transfer will be carried out i n favour ofJV Company.

135 Aikya Chemicals Private Limited

Manganese Oxide Manganese dioxide and Manganese Sulphate plant set by JVC has beencommissioned. GMDC has invested Rs. 2.59 crore as equity in the company.

13.6 Bhavnagar Energy Company Limited

GMDC is one of the promoters of Bhavnagar Energy Company Limited. The share of equityof GMDC i n BECL i s 28.24%. BECL is running 2 x 250 MW power plant at village PadvaTa .Ghogha Dist. Bhavnagar.

14. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATE 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 t he date of t his aeport.

15. ENVIRONMENT PROGRAMME

Environmental Program refers to the Management of an Organization's EnvironmentalPrograms in a Systematic and Planned Manner along with its documentation andimplementation.

During the year 2017-18 GMDC has planted total 149283 plants saplings covering 56.35hectares of mine lease and residential colony areas through State Forest Department localvillagers s ocieties and departmental labour etc. Grass land has developed in 23 hectaresof area. For water conservation m icro drip i rrigation system has been installed in29.08 hectares area of mine lease and residential colony.

Under statutory compliances Monthly environmental monitoring for air water and noisepollution i s being done through Ministry of Environment and Forests / Gujarat PollutionControl Board approved l aboratory as well as i n house. Annual Environment Audit inapplicable GMDC Projects i s being done by GPCB approved Schedule I & II Auditors.

Primary Effluent Treatment Plants (PETP's) h ave been procured and i nstalled on fivemajor l ignite mines of GMDC that will assist in the treatment of acid mine drainage.These ETP's are prefabricated movable structure so can

be easily shifted to other location after completion of project. We are using CausticLye as neutralizing agent to increase pH which produces l ess amount of sludge as wellalso work as alkali coagulant in precipitation of Metals present i n effluent. I t i sautomatic plant which automatically adjust its process based on i nput characteristics ofwater and all parameters are connected to Cloud Based Technology so t hat i ts performancecan be monitored f rom anywhere.

During t he year Financial Assistance has been provided t o Gujarat State ForestDepartment for Community Based Tourism Plan in and around Jambughoda Wildlife Sanctuary.Post Mine Land Use Study based on Remote Sensing / G IS process of Ratadia NagrechaBauxite Mine has been conducted. Stage I Forest Clearance has been achieved for 2.7 ha. ofarea i n Tadkeshwar Lignite Project.

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 i n various GMDC projects.

16. INDUSTRIAL RELATIONSH EALTH AND SAFETY

The relations between the company and its employees continued to be cordial throughoutthe year. The company is also committed t o t he health and safety of not only i ts staffbut also of the people engaged through i ts contractors and community living in and aroundits project areas. Dispensaries with qualified doctors and para-medical staff are inoperation at Panandhro Akrimota Thermal Power Plant Rajpardi and Kadipani Projects.Mobile medical vans facilities are also operational at various projects. At every projectGMDC provides ISI & DGMS safety shoes and other safety devices and adopts best safetypractices.

The Company is an OHSAS 18000 certified company. Regular health checkup of employeesengaged i n Mining and Power segment including employees engaged through contractors.transporters etc.aae conducted.

17. PARTICULARS OF EMPLOYEES

GMDC did not have any employee who was employed throughout the financial year and inreceipt of remuneration of Rs.60 l akh or moreo a employed for part of the year and inreceipt of Rs. 5 l akh or more a month under Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) R ules2014.

The table containing other particulars of employees in accordance with the provisionsof Section 197 (1) of the Companies Act 2013 aead with Rule 5 (1) of the Companies(Appointment and Remuneration of

Managerial Personnel) Rules 2014 i s appended at Annexure I I t o t he Board'sReport.

18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS ANDOUTGO

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 AnnexureI II and forms part of t his report.

19. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICYOFTHECOMPANY

Looking to the profile of GMDC i.e. Mining and Power Operations G MDC has i nbuiltrisk management practices to address various operational risks. G MDC has standardoperating processes for various mining operations i n order to mitigate procedures andprevent risk arising out of various operations. GMDC has no external borrowings. Hence there i s no financial risk that can i mpact 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 I dentification and I mpact 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. During the year under reviewG MDC made an i nvestment of Rs. 1 00crore in the equity of M/s Bhavnagar Energy Company Limited.

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 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 at http://www.gmdcltd.com/downloads/GMDC-POLICY-RELATED-PARTY-TRANSACTIONS-31032015.pdf . Your attention is drawn to Note No. 2.44.02 tothe Financial Statement which sets out Related Party Disclosure.

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 qualifications reservations or adverse remarks or disclaimers made by theStatutory Auditors in their report on the Standalone and Consolidated Financial Statementsfor 2017-18. In respect of Comments by C & AG on the above Financial Statements.Management's views thereon are separately given in this report. There are noqualifications reservations or adverse remarks or disclaimers mode by the practicingCompany Secretary in their secretarial auditor report which is given in Annexure I formingpart of this report.

23. GMDC'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

GMDC being a Government Company t he Government of Gujarat appoints its Directorsexcept the Independent Directors. GMDC does not pay any remuneration to its Directorsexcept t he sitting fees and out of pocket expenses. The Independent Directors areappointed by the Shareholders in their General Meeting. Except the Managing Director allthe Directors of GMDC are nonexecutive directors.

24. EXTRACTS OF ANNUAL RETURN

The extracts of Annual Return pursuant t o t he provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is appended i n Annexure IV t o t his report.

25. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

GMDC had conducted 7 Board Meetings under the financial year under (eview.

26. DIRECTORS RESPONSIBILIYSTATEMENT

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. The Directors has selected such accounting policies and applied them consistentlyand made judgments and estimates t hat 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 and l oss of t he company for t hat 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 i rregularities;

d. The Directors had prepared the annual accounts on a going concern basis;

e. The Directors had l aid down i nternal 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.

27. DEPOSITS

GMDC has neither accepted nor renewed any deposits during t he year under review.

28. DECLARATION OF I NDEPENDENTDIRECTORS

The Independent Directors have submitted their disclosures that they fulfill all therequirements as stipulated i n Section 149 (6) of t he Companies Act 2013 so as toqualify themselves to be appointed as Independent Directors under t he provisions of t heCompanies Act 2013 and t he 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:

() Shri Bhadresh Mehta

(i) Smt Mona Khandhar IAS (upto 14.07.2017)

Shri Sanjeev Kumar I AS (w.e.f. 15.07.2017)

(ii) Shri S. B. Dangayach (iv) Shri Nitin Shukla

(v) 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 t he Company.

30. SHARES

30.1 BUY BACK OF SECURITIES

GMDC has not bought back any of i ts securities during t he year under feview.

30.2 SWEAT EQUITY

GMDC has not i ssued any Sweat Equity Shares during t he year under feview.

30.3 BONUS SHARES

No Bonus Shares were issued 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 SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL)Act 2013

GMDC has in place an Sexual Harassment Policy in line with the requirements of TheSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaints Committee (ICC) h as 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 2017-18:

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)v i z.In d AS 110 In d AS 28 and Ind AS 112 issuedby the Institute of Chartered Accountants of India form part of this Annual Report.Further a statement containing salient features of the Financial Statement ofSubsidiaries / Associate Companies / Joint Ventures i n the prescribed format AOC ? 1 i sgiven at Annexure V.

33. BOARD-OF-DIRECTORS

During the year under report the Government of Gujarat appointed Shri Sanjeev KumarIAS as Director vice Smt Mona Khandhar IAS.

34. CORPORATE GOVERNANCE

As per requirement of SEBI (Listing Obligations & Disclosure Requirement)Regulations 2 015 a nd as per the new listing agreement entered into with the variousStock Exchanges the detailed report on the Corporate Governance i s given i n AnnexureVI.

35. MANAGEMENT DISCUSSION AND ANALYSIS

As per requirement of SEBI (Listing Obligations & Disclosure Requirement)Regulations 2015 and as per the new listing agreement entered into with the variousStock Exchanges M anagement Discussion and Analysis is given at Annexure VII and formpart of t his 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. These initiatives of your companyattempt to take the fruits of development to those people who are not yet included in themain stream. In the year passed by your company has embarked upon a unique initiative ofe-clinic where by the modern medical facilities will be delivered at the door step ofrural masses apart from this your company has also enriched the libraries of schools inrural areas of the state by providing them books. Under the CSR activities Modernizationof Anganwadi and making it smart Anganwadi has been taken up.

The CSR Policy of the Company i s also uploaded on the website of GMDC. The CSR Policyframework of the company is available elsewhere in this annual report. A CSR Report forFiscal 2017-18 as prescribed under Section 135 of the Companies Act 2 013 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 Centre has started functioning as an autonomous institution.

37.2 International Stone Research Centre (ISRC) :

GMDC is considering to close the centre in consultation with Government of Gujarat.

37.3 International Centre for Entrepreneurship & Technology (jCreate) :

The Centre has started its operation from the new campus. The Centre was inaugurated bythe Honble Prime Minister of India and Honble Prime Minister of Israel during the yearunder review. It i s undertaking various programs such as Incubation Grooming MentoringAwareness Campaign Seminars & Workshops. GMDC has nominated four representativesrepresenting GMDC on the Board of GFEE.

38. ACKNOWLEDGEMENT

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 t he Central Government viz. the Ministry of Environment andForest Ministry of Coal Ministry of Mines and various bodies of State Government ofGujarat viz. Industries & Mines Department the Finance Department Commissionerate ofGeology and Mining and Gujarat State Pollution Control Board. The Directors also extendtheir heartiest thanks to the esteemed customers and shareholders of the Company for theirvalued cooperation.

For and on behalf of t he Board-of-Directors

Arunkumar Solanki IAS Bhadresh Mehta
Managing Director Independent Director
DIN:03571453 DIN:02625115
Date : 10th August 2018
Place: Ahmedabad