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Orissa Minerals Development Company Ltd.

BSE: 590086 Sector: Metals & Mining
NSE: ORISSAMINE ISIN Code: INE725E01024
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Orissa Minerals Development Company Ltd. (ORISSAMINE) - Director Report

Company director report

FOR THE YEAR ENDED 31ST MARCH 2017.

Dear Member

On behalf of the Board of Director of the Company I take greatpleasure in presenting the 99th Annual Report of the Company for the financial year ended31st March 2017 together with the Audited Statements of Accounts the Auditor' Report andComments on the Accounts by the Comptroller and Auditor General of India.

1. FINANCIAL RESULTS

The financial results of OMDC for the year 2016-17 in comparison withprevious financial year 2015-16 are highlighted here in Table-1 below:

TABLE -1

PARTICULARS For the year ended 31-03-2017 For the year ended 31-03-2016
(Rs in Lacs) (Rs in Lacs)
Income
Revenue from operations - -
Other Income 6317.62 7000.66
Total Income 6317.62 7000.66
Total Expenditure 5081.38 5062.34
Depreciation 484.93 683.77
Net profit before tax 1236.24 1938.32
Tax Expenses-(a) Current tax 552.67 734.05
(b)Deferred tax 27.14 110.03
Net profit after tax 656.43 1094.25
Balance B/F from previous year 51210.40 50572.50
Profit available for appropriations 51796.59 51635.66
Total Other Comprehensive Income (70.25) (31.09)
Total Comprehensive Income 586.18 1063.16
Appropriations:-
General Reserve 58.62 106.32
Payment of Dividend 159.47 265.80
Dividend Tax Paid 32.47 53.14
Surplus carried to Balance Sheet 51546.02 51210.40

2. REVIEW OF THE FINANCIAL PERFORMANCE

As there was no production and dispatch of Iron Ore and Manganese Oreduring the year 2016-17 there was no operating income during this year and the mainearning was interest from the term deposits which reduced on account of lower interestrates.

As a result the other income reduced to Rs. 6317.62 lakhs incomparison to Rs. 7000.66 lakhs in previous year. Profit before tax stood at Rs. 1236.24lacs as compared to Rs. 1938.32 lacs for the previous year. Profit after tax was Rs 586.18lacs as compared to Rs. 1063.16 lacs during the previous year.

3. OUTPUT AND DISPATCH

Closure of all six mines owing to non availability of statutoryclearances and litigations coupled with the restrictions imposed on the transporting ofminerals have resulted in nil production and nil dispatch during the year 2016-17.

4. DIVIDEND

Based on the financial results of the Company and keeping in view thesuspension of mining operations of the company for a long period your Board hasrecommended a dividend of Rs. 1.46 (1.46545) per equity share of Re. 1/- each for the year2016-17. This would involve a cash outgo of Rs. 105.83/- lacs inclusive of tax ondividend.

5. OTHER INCOME

Company continued its prudent cash planning to focus on judiciousmanagement of its working capital. Receivables inventories and other working capitalparameter were kept under strict check through continuous monitoring. As per theGovernment guidelines the Company deployed the surplus funds in fixed deposits and earnedan interest income of Rs. 6065.89 lacs on fixed deposits during the year 2016-17 which isincluded under other income of the Statement of Profit & Loss Account for the yearended 31st March 2017 though the interest rates reduced from the previous year.

6. NETWORTH

The net worth of the Company as on 31st March 2017 was Rs 840.80crores as compared to Rs 836.86 crores on 31st March 2016.

7. TRANSFER TO RESERVES

During the year 2016-17 the Company has transferred Rs 58.62 lacs toGeneral Reserve as per Profit and Loss.

8. INVESTOR EDUCATION AND PROTECTION FUND

The Company has transferred a total sum of Rs. 3420235/- during thefinancial year 2016-2017 to the Investor Education & Protection Fund established bythe Central Government in compliance with Section 125 of the Companies Act 2013 for theunclaimed dividend period pertains to financial year 2009-2010. The said amount representsunclaimed dividend for the year which were lying with the company for a period of sevenyear from their respective due dates of payment. Prior to transferring the aforesaid sumthe company has sent reminder to the shareholder for submitting their claims for unclaimeddividend.

9. SHARE CAPITAL

The paid up Equity Share Capital as on March 312017 was Rs. 60 lacsdivided into 60 Lacs equity share of face value of Re 1 each. During the year underreview the Company has not issued shares with differential voting rights nor grantedstock options nor sweat equity. As on March 312017 none of the Director of the Companyholds shares or convertible instruments of the Company.

10. MEETINGS OF THE BOARD OF DIRECTOR

The Board met 6 (six) times during the year 2016-17. The details ofBoard Meetings are provided in the Corporate Governance Report annexed with this BoardReport. The gap between any two Board Meetings never exceeded the prescribed time limitunder the Companies Act 2013 and SEBI (LODR) Regulations 2015.

11. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTOR

All the Independent Director of the Company have given declaration tothe Company stating their independence pursuant to Section 149(6) of the Companies Act2013 and the same have been placed and noted by the Board.

12. AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has beenfurnished in the Corporate Governance Report forming a part of this Annual Report. Therehave been no instances where the Board has not accepted the recommendations of the AuditCommittee during the year 6(six) Audit Committee Meetings were held. The details of whichare given in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013 and SEBI (LODR) Regulations2015.

In the last quarter of year the Audit Committee ceased to exist due toexpiry of tenure of 2 Independent Directors on the Board of OMDC w.e.f 17.12.2016.Therefore the composition and terms of reference of the Audit Committee was incomplete inthe last quarter of the financial year. The Board reconstituted the Committee consistingof Shri D. P. Mohanty LIC Nominee Director Shri V. V. Venu Gopal Rao Non ExecutiveDirector Shri P. S. Mishra Whole time Director.

13. NOMINATION AND REMUNERATION COMMITTEE

The company had constituted Nomination and Remuneration Committeeconsisting of Non- Executive Directors out of which 2 are Independent Directors. Thecomposition and terms of reference of the Committee has been furnished in the CorporateGovernance Report forming a part of this Annual Report.

Being a Central Public Sector Undertaking the appointment tenureperformance evaluation remuneration etc. of Director are made/fixed by the Governmentof India. The remuneration of officer is decided as per Government guidelines on PayRevision and remunerations of other employees of the company are decided as per WageSettlement Agreement entered with the Union. The appointments/promotions etc. of theemployees are made as per Recruitment and Promotion Policy approved by the Board.

In the last quarter of year the Nomination and Remuneration Committeeceased to exist due to expiry of tenure of 2 Independent Directors on the Board of OMDC w.e. f 17.12.2016. The Board reconstituted the Committee consisting of Shri V. V. Venu GopalRao Non Executive Director Shri D. P. Mohanty LIC Nominee Director Shri P. S. MishraWhole time Director.

14. STAKEHOLDER RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholder RelationshipCommittee has been furnished in the Corporate Governance Report forming a part of thisAnnual Report. During the year 2 (two) Stakeholder Committee Meetings were held. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013 and SEBI(LODR) Regulations 2015.

In the last quarter of year the Stakeholder Relationship Committeeceased to exist due to expiry of tenure of 2 Independent Directors on the Board of OMDC w.e. f 17.12.2016. Therefore the composition and terms of reference of the StakeholderRelationship Committee was incomplete in the last quarter of the financial year. The Boardreconstituted the Committee consisting of Shri V. V. Venu Gopal Rao Non ExecutiveDirector Shri D. P. Mohanty LIC Nominee Director Shri P. S. Mishra Whole timeDirector.

15. CORPORATE SOCIAL RESPONSIBILITY(CSR) COMMITTEE

In the last quarter of year the Corporate Social ResponsibilityCommittee ceased to exist due to expiry of tenure of 2 Independent Directors on the Boardof OMDC w. e. f 17.12.2016. Therefore the composition and terms of reference of theCorporate Social Responsibility Committee was incomplete in the last quarter of thefinancial year. The Board reconstituted the Committee consisting of Shri V. V. Venu GopalRao Non Executive Director Shri D. P. Mohanty LIC Nominee Director Shri P. S. MishraWhole time Director.

The target areas are water supply education infrastructure healthprogramme through conduct of health camps for treatment of villagers of peripheralvillages women empowerment vocational training to candidates from weaker section ofsociety for ITI training etc.

Details about the CSR initiatives and policy of the company areavailable at the Company'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 insecurities exceeding sixty per cent of its paid-up share capital free reserves andsecurities premium account or one hundred per cent of its free reserves and securitiespremium account whichever is more as prescribed in Section 186 of the Companies Act2013.

17. RELATED PARTIES TRANSACTION

The Company has not entered into any materially significant relatedparty transactions that may have potential conflict with the interests of the company atlarge. Nonetheless transaction with related party have been disclosed in Note no 35 ofnotes to the accounts. Hence no disclosure is made on form AOC-2 as required under Section134(3) read with rule 8 of the Companies (accounts) Rules 2014. Company has Related PartyTransaction Policy and the same is uploaded in its website.

18. INTERNAL CONTROL SYSTEMS

Your Company has a system of internal control to ensure that thefinancial and other records are reliable the assets and properties are safeguarded andprotected against loss from unauthorized use or disposition and that transactions areauthorized recorded and reported correctly.

The Internal Control System is supplemented by extensive programme ofinternal audits review by management and documented policies guidelines and procedures.The internal control is designed to ensure that the financial and other records arereliable for preparing financial statements and other data and for maintainingaccountability of assets.

All purchases and expenses are guided by formal approval mechanisms.Officials are designated for approval upto specified limits to have automatic andefficient cost control process.

Your Company also has an Audit Committee. The Audit Committee reviewsadequacy of internal control systems and the Internal Audit Reports and compliancethereof. The Committee reviews the internal control system and conduct of internal auditsduring the year.

19. FUTURE OUTLOOK

The six mines of OMDC are in-operative due to non renewal of miningleases and consequent upon non availability of statutory clearances. Company's future plancould not take desired shape mainly because of uncertainties with the renewal of miningleases of the company. The company is committed to put all efforts to sort out theuncertainties and also geared up to move forward for sustenance and better future.

20. STATUS OF BRAHMANI COAL BLOCK

i) Brahmani Coal Block in Talcher of Dhenkanal Odisha allocated toOMDC on 07.11.2013 by Ministry of Coal.

ii) Ministry of Coal Govt of India has approved allotment of BrahmaniCoal Block to OMDC for commercial mining vide letter dated 21st July'2016.

iii) The date and time for signing the Coal Block Development andProduction Agreement (CBDPA) shall be intimated by Ministry of Coal in due course. Thematter is being pursued.

21. FIXED DEPOSITS

Your company has not accepted any fixed deposit and accordingly noaccount was outstanding as at the Balance Sheet date.

22. STATUS OF RENEWAL OF THE MINING LEASES:

A. OMDC Leases

i) Govt of Odisha again issued lapsing notice on 07.09.2016 in spiteof favourable order from the RA Ministry of Mines Govt of India on 11.05.2016. Replysubmitted on 05.10.2016 and 1st hearing took place on 17.10.2016. Hearing in respect ofone lease (Belkundi Mines) completed on 23.02.2017.

B. BPMEL Leases

i) All the three BPMEL mining leases are non operational due to legalcases at High Court- 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 PublicProcurement Portal (CPP Portal).

• Procedure for Sale of Iron Ore and Manganese Ore is designedthrough e-auction mode.

• Biometric based Attendance System and CCTV based surveillancesystem is present at Corporate office.

• Maintenance of leave records and processing of salaries is beingdone through customized payroll system.

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

• The technology focus of the Company is to develop as a greenmining Company having technological up gradation and taking all safety measures to havesafe and cost effective mining operations.

24. SAFETY MEASURES

The Company takes safety measures according to provision of the MinesAct 1952 and in terms of Rules Regulations and Guidelines towards safety of employeesengaged in mining and allied activities. Necessary safety devices tools and implementshave been provided to the concerned employees. Safety handbook has been made anddistributed as per instruction of DGMS. Basic and refresher training is imparted to theworkers in the Vocational Training Center from different disciplines and operationalactivities in the mines as per the guidelines of DGMS. Disaster Management plan has beenput in place by the Company.

25. IMPLEMENTATION OF THE RIGHT TO INFORMATION ACT 2005

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

During the year ended on 31st March 2017 total 3 applications havebeen received (in respect of OMDC) and all are disposed off.

26. PROGRESSIVE USE OF HINDI

The Orissa Minerals development Company Limited (OMDC) is situated incategory (C) area as per the Official Language Act. Company has taken positive steps toenhance awareness and usage of Hindi among employees. Company had observed "HindiPakhwada" by way of organizing competitions and distribution of prize on essaywriting Hindi poems recitation and Hindi Anubad in which the employees took activeparticipation. OMDC is ensuring steps under the directives of the Official Language Act touse and propagate the use of Hindi. Bilingual Boards and advertisements are being issued."Rajbhasha Shikshan Board" is put up at H.O. to appraise the employees with newwords every day. 'Rajbhasa Training classes for Parangat courses were conducted under"Hindi Sikhsan Yojana" for learning Hindi and use of Hindi language for officialuse. Employees are putting signatures in attendance registers and despatch registers aremaintained in Hindi. "Prabin Pragya & Parangat" exams have been completedwho attended classes and above 80% of employees have passed the related exam andaccordingly Central

Government has already notified OMDC under sub-rule (4) of Rule 10 ofthe Official Language Act on 01.03.2017. The OMDC is already registered in Rajbhasawebsite and quarterly report are being sent regularly through online. Company's website isalready updated in Hindi.

27. EMPOWERMENT OF WOMEN

The Company continues to accord due importance to gender equality. Allnecessary measures/ statutory provisions for safeguarding the interests of women employeesin issues like payment of wages hours of work health safety welfare aspects andmaternity benefits etc are being followed by the Company.

In compliance with the directives of the Supreme Court guidelinesrelating to sexual harassment of women workers at work places were issued by Govt ofIndia Ministry of Human Resources and Development. Accordingly a Grievance Cell forWomen is functioning in the Company to redress grievance of women employees. No case ofany harassment has been reported at any of the Mines of the Company or its CorporateOffice. The directives have been widely circulated to bring awareness amongst theemployees particularly women. OMDC does not differentiate in terms of gender and is anequal opportunity employer.

Total women employees on roll of the Company as on 31.03.2017 were 82which constitute about 18.22% of its total workforce of 450 employees. As a part of CSRalso OMDC strives to 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 31.03.2017 is 450. About70.22% of the total strength (316 out of 450) belong to SCs/STs/OBCs out of which 61(13.55%) belong to SCs 158 (35.11 %) to STs and 97(21.55%) to OBCs.

Strength of SCs STs and OBCs as on 31st March 2017

1. Total no. of Employees 450 (Exe. 80 & Non Exe.-370)
2. Scheduled caste among them 61 (Exe. 07 & Non Exe-54)
3. Scheduled tribes among them 158 (Exe. 02 & Non Exe.-156)
4.0BC 97 (Exe. 18 & Non Exe-79)
5. Total of SC ST and OBC 316
6. Physical Challenged employee 01

Your Company is also taking keen interest in development of the weakersection of society living in the periphery of the mines situated in remote areas byproviding drinking water facilities road maintenance periodical medical checkups andtreatment to people living in these villages.

29. INDUSTRIAL RELATIONS

Industrial relations in your Company and at Mines continued to becordial during the year 2016-17.

30. VIGILANCE

OMDC has its Vigilance Department headed by the Chief Vigilance Officer[CVO] of RINL upto 01/04/2017 and after completion of deputation tenure CVO was relievedon 01/04/2017. At present the Vigilance Activities are looked after by one VigilanceOfficer with assistance of PSO to CVO. In addition one Officer at OMDC Mines Thakuraniand one Officer at BSLC Mines Birmitrapur has been given Additional assignment ofVigilance.

Vigilance Department OMDC lays emphasis on facilitating a conduciveenvironment for people to work with Integrity Impartiality and Efficiency. Efforts weremade to reduce the pendency of long pending Disciplinary Cases. The Department has alsoconducted certain inspections at Mines to identify the areas of Pilferage Identifyingsystems and procedures needing improvement. As per the directives of Central VigilanceCommission the company observes "Vigilance Awareness Week" every year.

31. GRIEVANCE REDRESSAL MECHANISM (GRM)

Grievance Redressal Mechanism is in place in OMDC at Unit Level and atCorporate Level. Nodal Officer has been notified for this purpose. The name &designation of the officer have been posted in the Company website

Status of Public/ Employees' Grievances from 1.04.16 to 31.03.17

TABLE

SI. No Type of Grievances Grievances outstanding as on 01.04.2016 No. of Grievances received during the period 01.04.16 to 31.03.17 No. of cases disposed of during the period 01.04.2016 to 31.03.2017 No. of cases pending as on 31.03.2017
1. Public Grievances Nil 9 9 Nil
2. Employee Grievances Nil 1 1 Nil

32. IMPLEMENTATION OF THE PERSONS WITH DISABILITIES ACT 1995

OMDC being a mining organization is governed by the provisions of theMines Act 1952 and Rules & Regulations there under. OMDC has implemented theprovisions of "Persons with Disabilities Act 1995". l(one) employee withdisability is employed in OMDC. OMDC has provided access for disabled peons at its headoffice.

33. COMPLIANCE WITH LAW/LEG AL REQUIREMENTS

The Company has taken measures to ensure legal compliances from all thedepartmental heads 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 Companyis provided.

35. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The company has a vigil mechanism for Director and Employees to reporttheir concerns about unethical behavior actual or suspected fraud or violation of thecompany's Code of Conduct. The mechanism provides for adequate safeguards againstvictimization of Director and employees who avail of the mechanism. In exceptional casesDirector and employees have direct access to the Chairman of Audit Committee.

Your Company has a Whistle Blower Policy in place and the same is alsoavailable in the website.

36. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGSAND OUTGO

The prescribed particular of conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and outgo required under Sec 134(3)(m) read withRule 8(3) of the Companies (Accounts) Rules2014 is followed at OMDC.

37. STATUTORY AUDITOR

On the advice of the Comptroller and Auditor General of India NewDelhi your Company appointed the under mentioned firm of Chartered Accountants asStatutory Auditor of your Company for the year 2016-17:

SL No. Name of the Auditor Address of the Auditor
M/s. M. C. Bhandari & Co. 4 Synagogue Street Kolkata-700001.

The Statutory Auditor Report on the Accounts of the Company for theFinancial Year ended 31st March 2017 forms part of the Directors Report.

38. COMMENTS BY THE COMPTROLLER AND AUDITOR GENERAL OF INDIA (CAG) ONTHEACCOUNTS OFTHE COMPANYFORTHEYEAR ENDED 31STMARCH 2017.

The Comptroller and Auditor General of India (CAG) had conductedSupplementary Audit under Section 143 (6) (a) of the Companies Act 2013 of the financialstatements of The Orissa Minerals Development Company Limited for the year ended 31stMarch 2017. The comments of Comptroller & Auditor General of India under Section 143(6) (b) of the Companies Act 2013 on the Accounts of the Company for the year 2016-17forms part of this report.

39. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

A Secretarial Audit was conducted during the year by the SecretarialAuditor M/ s. MR and Associates Practicing Company Secretaries. The Secretarial Auditor'sReport for the financial year ending 31st March 2017 is annexed to the Board's Report.

40. ADVERSE IMPACT OF PAYMENT OF ENHANCED STAMP DUTY BY THE LESSEES OFMINING LEASES AS PER THE PROVISIONS OF THE INDIAN STAMP (ODISHA AMENDMENT) ACT2013ANDACTIONTAKEN BY OMDC.

Two separate Writ petitions under Article 226 & 227 of theConstitution of India for issue of Writ of Quo Warranto to the Government of Odisha toquash the provisions of Indian Stamp (Odisha Amendment) Act 2013 and Rule 11- C of theOdisha Stamp Rules 1952 inserted through Odisha Stamp (Amendment) Rules 2013 was filedby OMDC in the "High Court of Orissa" Cuttack separately for the mines of OMDC.

The High Court of Orissa heard both the above petitions on 17.07.13 andpassed an order for stay of the impugned Indian Stamp (Odisha Amendment) Act 2013 OdishaStamp (Amendment) Rules

2013 and Circular dated 25.05.2013 and dated 03.07.2013 issued byPrincipal Secretary Department of Steel & Mines Govt of Odisha.

41. MAJOR LEGAL CASES

The company is contesting major legal cases at High Court Kolkata DRATKolkata NCLT Kolkata to separate the issue of leases from the liquidation process of M/ sBPMEL (for Kolha Roida Dalki & Thakurani leases). The Revisional Authority Ministryof Mines has set aside the lapsing orders regarding the leases of Bhadrasahi Belkundiand Bagiaburu. Appeals also have been placed to Govt of Odisha for setting aside thelapsing order of above 3 leases.

The Revisional Authority Ministry of Mines Gol has been approached toset aside demand notice from Govt of Odisha for Rs. 5395.3 Crores related to the allegedexcess mining. All such cases of Odisha miners are under consideration of RevisionalAuthority.

42. RISKS & MITIGATING STEPS

The Company has identified various risks faced by the Company fromdifferent areas. As required under SEBI (LODR) Regulation 2015 the Board has adopted aRisk management policy whereby a proper framework is set up.

43. DIRECTORATE

LICI nominates Shri Debi Prasanna Mohanty Executive Director (IT/BPR)to represent the corporation as a Director on the Board of the Company from 15.05.2017.

Shri Ravishankar Gangadhar Shinde vacated his office w.e.f 21.03.2017.

Shri V. V. Venu Gopal Rao Nominee Director of RINL has been appointedin place of Mr. D. N. Rao w.e.f31.07.2017 as non executive director of the Company.

44. WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act 2013and SEBI (LODR) Regulation 2015 a company shall have at least one Woman Director on theBoard of the company. Presently Smt. Pally Kundu Deputy Director General Ministry ofSteel is on the Board of your Company as Woman Director.

45. DETAILS ABOUT KEY MANAGERIAL PERSONNEL

Smt. Anu Singh Company Secretary was nominated as Key ManagerialPersonnel of the Company by the Board at its Board meeting held on 9th December 2016under Section 203 of the Companies Act 2013.

Pursuant to section 134(3) (q) read with rule (8) (5) (iii) ofCompanies (Accounts) Rules 2014 the Board has identified Managing Director Chieffinance Officer (CFO) and Company Secretary as Key Managerial Personnel.

46. REPORT ON MANAGEMENT DISCUSSIONS AND ANALYSIS

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

47. CORPORATE GOVERNANCE

A report on Corporate Governance regarding compliance of the conditionsof Corporate Governance pursuant to Schedule V of the SEBI (LODR) Regulation 2015 alsoforms part of this Directors' Report.

Certificate attested by the CEO/ CFO is also enclosed forming part ofthe Corporate Governance Report and Certificate on Compliance was obtained from aPracticing Company Secretary regarding compliance of the conditions of CorporateGovernance as stipulated under Regulation 34(3) of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 also forms part of this Annual Report.

48. DEPOSIT

During the year under review the Company did not accept any depositsfrom the public within the ambit of Section 73 of the Companies Act 2013 and theCompanies (Acceptance of Deposits) Rules 2014.

49. LISTING

The Company's shares are listed at The Calcutta Stock Exchange LimitedNational Stock Exchange Limited and also traded in Bombay Stock Exchange Limited underpermitted category. The listing fee is paid upto 31st March 2017.

50. DEPOSITORY SYSTEM

The Company's shares are under compulsory demat mode. The Company hasentered into agreement with National Securities Depository Limited (NSDL) and CentralDepository Services Limited (CDSL).

All the Shareholder except 144 nos holding shares in dematerializedform. Members having certificate in physical form are requested to dematerialize theirholdings for operational convenience.

51. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return formspart of the Board's Report.

52. APPOINTMENT AND REMUNERATION POLICY

Being a Central Public Sector Undertaking the appointment tenureperformance evaluation remuneration etc. of Director are made/fixed by the Governmentof India.

The remuneration of office is decided as per Government guidelines onPay Revision and remunerations of other employees of the company are decided as per WageSettlement Agreement entered with the Union. The appointments/ promotions etc. of theemployees are made as per Recruitment and Promotion Policy approved by the Board.

53. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THECOMPANY

There are no material changes and commitment affecting the financialposition of the company which has occurred between the end of the financial year and thedate of the report except the following developments which have taken place in the recentpast.

• The Income Tax Department has filed an appeal for all three A.Y2008-092009-10 and 2010-11 before ITAT vide intimation dated 07.05.17 received on22.05.2017 against disposal of three Appeals by the CIT (Appeal-2) vide Appeal order dated30.01.2017 in favour of the Company.

• Status of Mining Lease

i) Govt of Odisha vide proceedings dated 29.05.2017 has declared theBelkundi mining lease as lapsed. OMDC has applied to the State Govt for revival ofBelkundi mining lease on 01.06.2017 under Rule 20(7) of the MC Rule 2016 along withprescribed fee of Rs. 1 (one) Lakh only.

OMDC has submitted Revision Application before the Mines TribunalGovt of India on 09.06.2017 under sec 30 of MMRD Act 2015 against the order of lapsingof Govt of Odisha. Government of Odisha has called for hearing on revival noticeon26.07.2017.

ii) Hearing of lapsing order in respect of Bhadrasahi mines held on07.07.2017.

iii) Hearing of lapsing order in respect of Bagiaburu mines heard on21.07.2017.

54. CAUTIONARY STATEMENT

Statements in the report describing the Company's objectivesexpectations and/or anticipations may be forward looking within the meaning of ApplicableLaws Rules and Regulations. Actual results may differ materially from those stated in thestatement. Important facto that could influence the Company's operations include globaland domestic 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-lookingstatements which may undergo changes in future on the basis of subsequent developmentsinformation or events.

55. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Director make the following statementsin terms of Section 134(3)of the Companies Act 2013:

(i) that in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(ii) That the Director had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give 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 themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the

Company and for preventing and detecting fraud and otherirregularities;

(iv) That the Director had prepared the annual accounts on a goingconcern basis.

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

(vi) That the Director had devised proper system to ensure compliancewith the provisions of all applicable laws were in place and that such systems wereadequate and operating effectively.

The Company's Internal Auditor have conducted periodic audits toprovide reasonable assurance that the Company's approved policies and procedures have beenfollowed.

56. ACKNOWLEDGEMENT

Your Director 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 supportextended by the valued and esteemed Customer Shareholder Stakeholder RailwayDepartment Banks and the Supplier. Directors also wish to convey their appreciation toall the employees of the organization for their valuable contributions and support.

For and on behalf of the Board.

(P. Madhusudan)

Chairman

Date: 20.07.2017