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Orissa Minerals Development Company Ltd.

BSE: 590086 Sector: Metals & Mining
NSE: ORISSAMINE ISIN Code: INE725E01024
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VOLUME 383
52-Week high 1905.20
52-Week low 625.20
P/E
Mkt Cap.(Rs cr) 425
Buy Price 708.40
Buy Qty 8.00
Sell Price 708.40
Sell Qty 12.00

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

Company director report

FOR THE YEAR ENDED 31ST MARCH 2018.

Dear Member

On behalf of the Board of Director of the Company I take great pleasure in presentingthe 100th Annual Report of the Company for the financial year ended 31st March 2018together with the Audited Statements of Accounts the Auditor' Report and Comments on theAccounts by the Comptroller and Auditor General of India.

1. FINANCIAL RESULTS

The financial results of OMDC for the year 2017-18 in comparison with previousfinancial year 2016- 17 are highlighted here in Table-1 below:

TABLE -1

PARTICULARS For the year ended 31-03-2018 (Rs in Lacs) For the year ended 31-03-2017 (Rs in Lacs)
Income
Revenue from operations - -
Other Income 5522.48 6317.62
Total Income 5522.48 6317.62
Total Expenditure 31339.38 5081.38
Depreciation 1499.93 484.93
Net profit before tax (25816.90) 1236.24
Tax Expenses-(a) Current tax 74.09 552.67
(b) Deferred tax (595.22) 27.14
Net profit after tax (25295.77) 656.43
Balance B/F from previous year 51546.02 51210.40
Profit available for appropriations 26269.36 51796.59
Total Other Comprehensive Income 19.11 (70.25)
Total Comprehensive Income (25276.66) 586.18
Appropriations:-
General Reserve - 58.62
Payment of Dividend 87.93** 159.47
Dividend Tax Paid 17.9** 32.47
Surplus carried to Balance Sheet 26163.53 51546.02

Note: ** The figures related to the previous year.

2. REVIEW OF THE FINANCIAL PERFORMANCE

As there was no production and dispatch of Iron Ore and Manganese Ore during the year2017-18 there was no operating income during this year and the main earning was interestfrom the term deposits which reduced on account of lower interest rates.

As a result the other income reduced to Rs.5522.48 lakhs in comparison to Rs. 6317.62lakhs in previous year. Pursuant to the judgment of Hon'ble Supreme Court dated02.08.2017 Dy Director of Mines Odisha had issued different demand notices dated02.09.2017 23.10.2017 & 13.12.2017 to the Company for the 3 leases in the name of theCompany and to BPMEL for the 3 leases in the name of BPMEL towards compensation againstexcess mining amounting Rs. 1418.54 Crores. The amount of demand for 3 leases in the nameof the Company based on the recalculation made by the Company is Rs.235.28 Crores afterthe payment made earlier and interest up to 31.03.2018. The same has been provided in thebooks of accounts. Balance amount has been disclosed in Contingent Liability as thematter related to the 3 leases in the name of BPMEL is subjudice.

As a result Profit/ (Loss) before tax stood at Rs. (25816.90) lacs as compared to Rs.1236.24 lacs for the previous year. Profit/(Loss) after tax was Rs. (25295.77) lacs ascompared to Rs. 586.18 lacs during the previous year.

3. OUTPUT AND DISPATCH

Closure of all six mines owing to non availability of statutory clearances andlitigations coupled with the restrictions imposed on the transporting of minerals haveresulted in nil production and nil dispatch duringtheyear2017-18.

4. DIVIDEND

Based on the financial results of the Company your Board did not recommend dividendfor the year 2017-18.

5. OTHER INCOME

Company continued its prudent cash planning to focus on judicious management of itsfunds. As per the Government guidelines the Company deployed the surplus funds in fixeddeposits and earned an interest income of Rs.5352.85lacs on fixed deposits during the yearwhich is included under other income of the Statement of Profit & Loss Account thoughthe interest rates reduced from the previous year which is included under other income ofthe Statement of Profit & Loss Account for the previous year.

6. NETWORTH

The net worth of the Company as on 31 st March 2018 reduced to Rs. 586.98 crores ascompared to Rs. 840.80 crores on 31 st March 2017 on account of provisions as above.

7. TRANSFER TO RESERVES

During the year 2017-18 the Company did not transfer any amount to General Reserve asper Profit and Loss.

8. INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a total sum of Rs. 1686834/- during the financial year2017-2018 to the Investor Education & Protection Fund established by the CentralGovernment in compliance with Section 125 of the Companies Act 2013 for the unclaimeddividend period pertains to financial year 2010-2011. The said amount represents unclaimeddividend for the year which were lying with the company for a period of seven year fromtheir respective due dates of payment. Prior to transferring the aforesaid sum thecompany has sent reminder to the shareholder for submitting their claims for unclaimeddividend.

9. SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2018 was Rs. 60 lacs divided into 60Lacs equity share of face value of Re 1 each. During the year under review the Companyhas not issued shares with differential voting rights nor granted stock options nor sweatequity. As on March 312018 none of the Director of the Company holds shares orconvertible instruments of the Company.

10. MEETINGS OF THE BOARD OF DIRECTOR

The Board met 6 (six) times during the year 2017-18. 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 DIRECTOR

During the financial year 2017-18 there were no independent director in the Board ofthe company.

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 4(four) 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. The composition and terms of reference of the Committee has beenfurnished in the Corporate Governance Report forming a part of this Annual Report.

Being a Central Public Sector Undertaking the appointment tenure performanceevaluation remuneration etc. of Director are made/fixed by the Government of India. Theremuneration of officer 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 2 (two) 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 underthe Companies Act 2013 and SEBI (LODR) Regulations2015.

15. CORPORATE SOCIAL RESPONSIBILITY(CSR) COMMITTEE

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 forms part of thisReport.

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company has not given any loan guarantee or made investment in securitiesexceeding sixty per cent of its paid-up share capital free reserves and securitiespremium account or one hundred per cent of its free reserves and securities premiumaccount whichever is more as prescribed in Section 186 of the Companies Act 2013.

17. RELATED PARTIES 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 have been disclosed in Note no 35 of notes to the accounts.Hence no disclosure is made on form AOC- 2 as required under Section 134(3) read with rule8 of the Companies (accounts) Rules 2014. Company has Related Party Transaction Policyand the same is uploaded in its website.

18. 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 that 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 mai ntai n ing accountabi I ity ofassets.

All purchases and expenses are guided by formal approval mechanisms. Officials aredesignated for approval upto specified limits to have automatic and efficient cost controlprocess.

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.

19. FUTURE OUTLOOK

The six mines of OMDC are in-operative due to non renewal of mining leases andconsequent upon non availability of statutory clearances. Company's future plan could nottake desired shape mainly because of uncertainties with the renewal of mining leases ofthe company. The company is committed to put all efforts to sort out the uncertainties andalso geared up to move forward for sustenance and better future.

20. STATUS OF BRAHMANI COAL BLOCK:

The Coal Block Development and Production Agreement (CBDPA) has been signed on04.09.2017 with Ministry of Coal Govt of India.

Ministry of Coal Govt of India has issued notification vide no.- S.0.1281 (E) dated20.03.2018 under section 4(1) of the CBA (A&D) Act 1957 granting Prospecting Licenseto OMDC to prospect for Coal at Brahmani Coal Block.

Actions are being taken for completion of exploration preparation and submission ofGeological Report(GR) for Brahmani Coal Block.

21. FIXED DEPOSITS

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

22.STATUSOFRENEWALOFTHEMINING LEASES:

OMDC Leases

Al I the three OMDC leases were served with fresh lapsing notices from Govt of Odishaon 07.09.2016.

Hearing in respect of Belkundi Mines completed on 23.02.2017 and lapsing order againserved on 29.05.2017. OMDC submitted revival application before Govt of Odisha on01.06.2017 as per statutory provisions. Hearing for revival application by Govt of Odishatook place on 26.07.2017.

As a parallel action OMDC submitted Revision Application before the Mines TribunalGovt of India on 09.06.2017 under sec 30 of MMDR Act 1957 against the order of lapsingof Govt of Odisha. The RA has heard the revision application on 14.12.2017.

Hearing in respect of remaining two mining leases (i.e. Bhadrasahi & Bagiaburu) isalso completed and Govt of Odisha is yet to issue order.

BPMEL Leases

All the three BPMEL mining leases are non operational due to legal cases at HighCourt-Cuttack High Court-Kolkata DRT & DRAT Kolkata which aresub-judice.

23. 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 (CPPPortal).

• Procedure for Sale of Iron Ore and Manganese Ore is designed through e-auctionmode.

• Biometric based Attendance System and CCTV based surveillance system is presentat Corporate office.

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

• Tally based Accounting Package is being used to pay vendor bill and differentemployee entitlements through RTGS and e-payment mode.

• The technology focus of the Company is to develop as a green mining Companyhaving technological up gradation and taking all safety measures to have safe and costeffective mining operations.

24. 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.

25. IMPLEMENTATION OF THE RIGHTTO INFORMATION ACT 2005

Your Company is proactively complying with the provisions of the Right to InformationAct 2005. The relevant information pertaining to RTI Act 2005 are uploaded in the Companywebsite. The queries are regularly replied through a Public Information Officer andAssistant Public Information Officer. All the information sought underthe Act has beenfurnished within the stipulated time period. Whenever there is a likely delay in reply dueto unavailability of proper information within the stipulated time limit an interim replyis always sent to the applicants. Statutory Reports like Monthly Returns QuarterlyReturns and Annual Returns and other reports as required under this Act were complied andforwarded to the Ministry from time to time.

During the year ended on 31st March 2018 total 14 applications have been received.Out of 14 applications 5 were disposed off and 9 applications are pending.

26. PROGRESSIVE USE OF HINDI

The Orissa Minerals development Company Limited (OMDC) is situated in category (C) areaas per the Official Language Act. Company has taken positive steps to enhance awarenessand usage of Hindi among employees. Company had observed "Hindi Pakhwada" by wayof organizing competitions and distribution of prize on essay writing Hindi poemsrecitation and Hindi Anubad in which the employees took active participation. OMDC isensuring steps under the directives of the Official Language Act to use and propagate theuse of Hindi. Bilingual Boards and advertisements are being issued."RajbhashaShikshan Board" is put up at H.O. to appraise the employees with newwords every day.' Raj bhasa Training classes for Parangat courses were conductedunder"Hindi Sikhsan Yojana"for learning Hindi and use of Hindi language forofficial use. Employees are putting signatures in attendance registers and despatchregisters are maintained in Hindi. "Prabin Pragya & Parangat" exams havebeen completed who attended classes and above 80% of employees have passed the relatedexam and accordingly Central Government has already notified OMDC under sub-rule (4) ofRule 10 of the Official Language Act on 01.03.2017. The OMDC is already registered inRajbhasa website and quarterly report are being sent regularly through online. Company'swebsite is already updated in Hindi.

27. 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. OMDCdoes not differentiate in terms of gender and is an equal opportunity employer.

Total women employees on roll of the Company as on 31.03.2018 were 48 which constituteabout 12.37% of its total workforce of 388 employees. As a part of CSR also OMDC strivesto empower women details of which is listed with CSR.

28. HUMAN RESOURCE & WELFARE OF WEAKER SECTIONS OF SOCIETY

The total number of employees in OMDC as on 31.03.2018 is 388. About 63.14% of thetotal strength (245 out of 388) belong to SCs/STs/OBCs out of which 53 (13.65%) belongto SCs 96 (24.74%) toSTs and 96 (24.74%) to OBCs.

Strength of SCs STs and OBC's as on 31st March 2018

1. Total no. of Employees

2. Scheduled caste among them

3. Scheduled tribes amongthem 4.0BC

5. Total of SC ST and OBC

388 (Exe. 75 & Non Exe.-313) 53 (Exe. 07 & Non Exe-46) 96 (Exe. 01 & NonExe.-95) 96 (Exe. 18 & Non Exe-78) - 245

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 treatmenttopeople living in these villages.

29. INDUSTRIAL RELATIONS

Industrial relations in your Company and at Mines continued to be cordial during theyear 2017-18.

30. VIGILANCE

OMDC has its Vigilance Department headed by the Chief Vigilance Officer [CVO] of RINLupto 01/04/2017 and on completion of deputation tenure CVO was relieved w.e.f.01/04/2017. Subsequently the Vigilance Activities were looked after by Vigilance OfficerBGC with assistance of PSO to CVO. In addition one Officer at OMDC Mines Thakurani andone Officer at BSLC Mines Birmitrapur has been given additional assignment of Vigilance.

Vide Ministry of Steel letter dated 18/12/2017 Dr. Vijay Kumar IFS Chief VigilanceOfficer [CVO] of Kudremukh Iron Ore Company Ltd. (KIOCL) was entrusted the duties ofAdditional charge of CVO BGC and he has taken over the charge on 30/12/2017.

Vigilance Department BGC lays emphasis on facilitating a conducive environment forpeople to work with Integrity Impartiality and Efficiency. Efforts were made to reducethe pendency of long pending Disciplinary Cases. As per the directives of CentralVigilance Commission the company observed "Vigilance Awareness Week" during theperiod 30/10/2017 to 04/11/2017.

31. GRIEVANCE REDRESSAL MECHANISM (GRM)

Grievance Redressal Mechanism is in place in OMDC at Unit Level and at Corporate Level.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 1.04.17 to 31.03.18

SI. No. Type of Grievances Grievances outstanding as on 01.04.2017 No. of Grievances received during the period 01.04.2017 to 31.03.2018 No. of cases disposed of during the period 01.04.2017 to 31.03.2018 No. of cases pending as on 31.03.2018
1. Public Grievances Nil 2 2 Nil
2 Employee Grievances Nil 5 3 2

32. IMPLEMENTATION OF THEPERSONS WITH DISABILITIES ACT 1995

OMDC being a mining organization is governed by the provisions of the Mines Act 1952and Rules & Regulations there under. OMDC has implemented the provisions of"Persons with Disabilities Act 1995". None of the employees in OMDC in disabledunder "Persons with Disabilities Act1995".

33. COMPLIANCE WITH LAW/ LEGAL REQUIREMENTS

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

34. WEBSITE OF THE COMPANY

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

35. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The company has a vigil mechanism for Director and Employees to report their concernsabout unethical behavior actual or suspected fraud or violation of the company's Code ofConduct. The mechanism provides for adequate safeguards against victimization of Directorand employees who avail of the mechanism. In exceptional cases Director and employeeshave direct access to the Chairman of Audit Committee.

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

36. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed particular 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 OMDC.

37. STATUTORY AUDITOR

On the advice of the Comptroller and Auditor General of India New Delhi your Companyappointed the under mentioned firm of Chartered Accountants as Statutory Auditor of yourCompany for the year 2017-18:

SL NO. Name of the Auditor Address of the Auditor
1 M/s. Nandy Haider & Ganguli 18 Netaji Subhas Road Top Floor Kolkata-700001.

The Statutory Auditor Report on the Accounts of the Company for the Financial Yearended 31 st March 2018 forms part of the Directors Report.

38. COMMENTS BY THE COMPTROLLER AND AUDITOR GENERAL OF INDIA (CAG) ON THE ACCOUNTS OFTHE COMPANYFORTHEYEAR ENDED 31ST MARCH 2018.

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 TheOrissa Minerals Development Company Limited for the year ended 31 st March 2018. Thecomments of Comptrol ler & Auditor General of India under Section 143 (6) (b) of theCompanies Act 2013 on the Accounts of the Company for the year 2017-18 forms part of thisreport.

39. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. MRand Associates Practicing Company Secretaries. The Secretarial Auditor's Report for thefinancial year ending 31st March 2018 is annexed to the Board's Report.

40. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013.

In order to prevent Sexual Harassment of Women at Workplace a new act "The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013"has been notified on 9th December 2013. Under the said Act every Company is required toset up an Internal Complaints Committee to look into complaints relating to sexualharassment at work place of any women employee.

The Company has constituted an "Internal Complain Committee" as requiredunder the provisions of Sexual harassment of women at workplace (Prevention Prohibitionand Redressal) Act 2013.

During the year under review no complaint of harassment at the workplace was receivedby the Committee.

41. MAJOR LEGAL CEASES

The company is contesting major legal cases at High Court of Kolkata High Court ofCuttack DRT DRAT NCLT NCLAT.

1. OMDC filed Writ Petition(s) before the Hon'ble High Court of Orissa at Cuttack on14.05.2018 and the matter was heard on 18.05.2018. The Hon'ble High Court vide their orderdated 18.05.2018 granted three weeks time to file counter affidavit by Govt of Odisha andalso allowed OMDC to file rejoinder affidavit one week thereafter. The last hearing was on10.07.2018.The next date of hearing is fixed on 07.08.2018.

2. OMDC submitted Revision Application before the Revision Authority (RA) Ministry ofMines Govt of India on 09.06.2017 under sec 30 of MMDR Act 1957 against the lapsingorder of Govt of Odisha for Belkundi Iron & Manganese Ore mines. The RA has heard theRevision Application on 14.12.2017. and directed Govt of Odisha to submit para wisecomment on the petition filed by OMDC. The matter was again heard on 26.07.2018. The Govtof Odisha has not submitted para wise comment. Therefore RA again directed Govt of Odishato submit the para wise comment.

3. An IRP has been appointed by the NCLT Kolkata on 20.02.2018 for commencement ofCorporate Insolvency Resolution Process in the matter of OMDC arising out of onearbitration case.

• IRP admitted following 2 claims:-

M/s. Orissa Stevedores Limited - Rs. 13.07 Crores Mr. BalbirSharma - Rs. 21.77Crores

• At Committee of creditors meeting on 26.07.2018 claims above admitted wereagreed to be amicably settled by the parties and thereby filing for withdrawal ofapplication as per consent agreed by the company subject to final approval of hon'bleNCLT.

• NCLAT heard the case on 01.08.2018 and ordered to submit the complianceaffidavit by 03/08/2018 so as to disposed off the matter on 07/08/2018.

4. Certificate Case no. 32/2018 under section 6 of OPDR Act1962 is registered byCollector & District Magistrate Keonjhar Odisha against three leases of BPMEL towardnon-payment of compensation of Rs.8734377003/-. The matter was heard on 28.07.2018.Thecertificate debtor/BPMEL has submitted a preliminary objection petition before the courtof Collector & District Magistrate. The court has directed the certificate holder/DDMJoda to submit counter reply. The case is posted to 01.09.2018 for hearing.

5. Certificate Case no. 41/2018 under section 6 of OPDR Act1962 registered byCollector & District Magistrate Keonjhar Odisha against three leases of OMDC towardnon-payment of compensation of Rs.6757012338/-. The matterto be heard on 18.08.2018.

42. 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.

43. DIRECTORATE

Consequent to his superannuation Shri P. Madhusudan ceased to be Chairman &Director in the Board of the company with effect from 1 st J une 2018.

44. 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. Pally Kundu Deputy Director General Ministry of Steel is on theBoard of your Company as Woman Director.

45. DETAILS ABOUT KEY MANAGERIAL PERSONNEL

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.

46. 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.

47. 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.

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

48. 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.

49. LISTING

The Company's shares are listed at The Calcutta Stock Exchange Limited National StockExchange Limited and also traded in Bombay Stock Exchange Limited under permittedcategory. The listing fee is paid upto 31 st March 2018.

50. 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 Shareholder except 144 nos holding shares in dematerialized form. Membershaving certificate in physical form are requested to dematerial ize their holdings foroperational convenience.

51. 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.

52. APPOINTMENT AND REMUNERATION POLICY

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

The remuneration of office 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.

53. 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.

54. 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.

55. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Director/Resolutional Prosessional make the followingstatements in terms of Section 134(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 relatingto material departures;

(ii) That the Director 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 affair of the Company at the end of thefinancial period and of the profit or loss of the Company for that period;

(iii) That the Director 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 Director had prepared the annual accounts on a going concern basis.

(v) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

(vi) That the Director 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 Auditor have conducted periodic audits to provide reasonableassurance that the Company's approved policies and procedures have been followed.

56. ACKNOWLEDGEMENT

Your Director/Resolutional Professional take this opportunity to express their gratefulappreciation for the continued support and guidance received from the Government of Indiaespecially the Ministry of Steel Ministry of Mines Ministry of Environment Forest &Climate Change Ministry of Corporate Affairs and from Government of West Bengal andOdisha and other Departments of Government of India and States.

Your Director places on records their sincere thanks to the support extended by thevalued and esteemed Customer Shareholder Stakeholder Railway Department Banks and theSupplier. 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.

Bijay Murmuria

Resolutional Professional

Date: 03.08.2018