DIRECTORS' REPORT Your Directors submit the following report on Financial Results for the year ended 31st March. 201S: State of Affairs The Company suspended production in June 2012 due to unviable cost economics and continuing losses. The loss for the financial year 2014-15 amount to ?9,689.65 lacs. In the present scenario resumption of plant operations and viability of the Company is largely dependent on availability of raw material from captive sources. The net worth of the Company has been fully eroded as on 31 st March, 2015 under the applicable provisions of the Sick Industrial Companies (Special Provisions) Act. 1985 (SICA). The Company shall take measures to file the application for registration as sick unit «n terms of the provisions of SICA to the Board for Industrial and Financial Reconstruction (BIFR) within the stipulated time. State Bank of India on behalf of itself. Bank of India and Punjab National Bank have issued Possession Notice dated 24.04.2015 under Section 13(4) of the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI) in respect of the properties described in the notice. Indian Renewable Energy Development Agency Limited (IREDA) has also issued notice under Section 13(2) of SARFAESI. In addition, State Bank of India and Edelweiss Asset Reconstruction Company Limited has also filed application under Section 19(1) of the Recovery of Debts due to Banks and Financial Institutions Act. 1993 before the Debt Recovery Tribunal (DRT). The Company has made representation before all the lenders explaining the reasons for the current state of affairs and the action plan for revival of the Company in the near future. The Company is hopeful of receiving favourable response from the lenders for a comprehensive debt restructuring and working capital facility in view of the iron ore mines allotted to the Company which on commencement of mining operations has the potential to turnaround the Company into a profitable unit in the near future. The Project and Engineering Division earned revenue of Rs. 175.37 lacs from sale of technology during the year. Dividend and Reserves Your Directors regret their inability to recommend any dividend for the year in view of losses. The balance in Reserves and Surplus (Net) stands at Rs. 204.38 lacs as on 31 st March, 2015. For the year under review there is no proposal to transfer any amount to Reserves in view of losses. Future Outlook The Company was allotted Iron Ore Mines by the Central Government and the State Government of Odisha. The Company has received all approvals and clearances including Stage I Clearance from the Ministry of Environment and Forest and Compliance Certificate under the Scheduled Tribes and Other Traditional Dwellers (Recognition of Forest Rights Act) 2006 and are presently awaiting Stage II Clearance on receipt of which lease agreements could be executed for commencement of mining operations. Availability of iron ore from captive mines will permit production at higher capacity and significantly improve profitability of the Company. Changes in Capital Structure - Issue of Preference Shares The Company Issued and allotted 10 % Cumulative Non Convertible Redeemable Preference Shares amounting to Rs. 20 crores on private placement during the year. These Shares are redeemable on the expiry of 12 years from the date of allotment. Transfer of Unclaimed Dividend to Investor Education & Protection Fund The Company does not have any unclaimed dividend for transfer to Investor Education Si Protection Fund. Deposits The Company has not accepted deposit within the meaning defined under the Companies Act, 2013. Project & Engineering Division The activities of the Project fk Engineering Division has been closed with effect from 1 st September, 2015. Subsidiary Company Bamra Iron & Steel Company (India) Ltd. has been struck off from the Register of Companies as per the Order issued by the Registrar of Companies, Odisha. Consequently, the Company has no subsidiary on the reporting date. Directors and Key Managerial Personnel (1) Independent Directors At the Annual General Meeting of the Company held on 26th September. 2014. the members of the Company appointed Mr. S. K. Khetan (DIN 01297082), Mr. B. K. Sarkar (DIN 00670952) and Mr. A. K. Mukherjee (DIN 00047844) as Independent Directors for a term of 5 years from the date of appointment. As per the terms of appointment the Independent Directors shall not retire by rotation. (2) Nominee Directors The nomination of Mr. G. Mathivathanan (DIN 01203901) as Chairman & Director on the Board of the Company was withdrawn by IPICOLon 26.12.2014. IPICOL also withdrew the nomination of Mr. P. C. Mohanty (DIN 05211242) as Director on the Board on 06.04.2015. Mr. S. K. Kar (DIN 07220972) was nominated by IPICOL and appointed as Additional Director at the Board Meeting held on 29.08.2015 on the recommendation of the Nomination and Remuneration Committee. Having been appointed as Additional Director he vacates his office at the ensuing Annual General Meeting. Proposal for his re-appointment has been received from a member and accordingly the Resolution for re-appointment of Mr. S. K. Kar as Director is being placed before the ensuing Annual General Meeting for approval. Ms. Sonia Jabbar (DIN 01222834) was nominated by Torsteel Research Foundation in India (TRFI) as Additional Director at the Board Meeting held on 29.08.2015 on the recommendation of the Nomination and Remuneration Committee. Having been appointed as Additional Director she vacates her office at the ensuing Annual General Meeting. Proposal for her re-appointment has been received from a member and accordingly the Resolution for re-appointment of Ms. Sonia Jabbar as Woman Director is being placed before the ensuing Annual General Meeting for approval. The nomination of Mr. S. H. Gupta, as Director was withdrawn by TRFI on 01.04.2015 due to operation of Section 167(1 )(b) of the Companies Act. 2013 The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act. 2013 and Clause 49 of the Listing Agreement. (3) Retirement by Rotation There is no Director liable to retire by rotation at the ensuing Annual General Meeting. (4) Key Managerial Personnel Mr. S. Ramakrishnan retired as CFO & Company Secretary on 31.01.2015. Mr. Munir Mohanty, Wholetime Director was given additional responsibility of CFO at the meeting held on 13.02.2015. Meetings (1) Meeting of the Board of Directors During the financial year ended 31 st March. 2015. four meetings were held the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. (2) Meeting of the Independent Directors In terms of Schedule IV of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement a meeting of the Independent Directors was held on 9th February. 2015. wherein the performance of the non independent Directors including the Chairman and the Board as a whole was reviewed. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board of Directors of the Company. Corporate Governance (1) Directors' Responsibility Statement Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013, the Directors hereby confirm that: a) In the preparation of the annual accounts for the year ended 31 st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures from the standards. b) Accounting policies were selected are applied consistently. Judgements and estimates that are reasonable and prudent are made, so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2015 and of the Loss of the Company for the year ended on that date. c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) The Accounts for the financial year ended 31st March, 2015 have been prepared on a 'going concern' basis. e) The laid down internal financial controls to be followed by the Company are adequate and are operating effectively. f) Proper system devised by the Company to ensure compliance with the provisions of all applicable laws were adequate and are operating effectively. (2) Management Discussion and Analysis Management Discussion and Analysis for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of this Report. (3) Corporate Governance Report The Report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section and forms part of this report. A Certificate from M/s. A. K. Labh & Co., Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid clause 49 is attached to the Report on Corporate Governance. (4) CEO & CFO Certification As required under Clause 49 of the Listing Agreement, the CEO 8t CFO certification has been submitted to the Board and a copy thereof is contained elsewhere in this Annual Report. (5) Board Evaluation The manner in which the Board evaluates its own performance and also the performance of the Committee and ind ividual Directors are dealt in detail in the Report on Corporate Governance forming part of this Report. Related Parties None of the transaction with related parties is in the nature of contract or arrangement but in the nature of discharge of obligation by the concerned related parties. All such transactions including loans, guarantee or investment wherever application are disclosed in para 36 of the Notes on Accounts and forms part of this Report. There are no materially significant related party transaction made by the Company with Promoters. Directors. Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Committees of the Board (1) Audit Committee The composition and terms of reference of the Audit Committee have been furnished in the Corporate Governance Report forming part of this Report. There has been no instance where the Board has not accepted the recommendation of the Audit Committee. (2) Nomination and Remuneration Committee The composition and terms of reference of the Nomination and Remuneration Committee have been furnished in the Corporate Governance Report forming part of this Report. (3) Stakeholders Relationship Committee The composition and terms of reference of the Stakeholders Relationship Committee have been furnished in the Corporate Governance Report forming part of this Report. (4) Ethics Committee The composition and terms of reference of the Ethics Committee have been furnished in the Corporate Governance Report forming part of this Report. (5) Risk Management Committee The composition and terms of reference of the Risk Management Committee have been furnished in the Corporate Governance Report forming part of this Report. Policies and Codes (1) Remuneration Policy The Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel including criteria for determining qualification, positive attributes, independence of a Director and other matters provided in Section 178(3) of the Companies Act. 2013. is dealt in detail in the Report on Corporate Governance. (2) Whistle Blowers Policy The Company has formed a Whistle Blower Policy/Vigil Mechanism as required under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement A Vigil (Whistle Blower) Mechanism provides a channel to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct/business ethics that provides for adequate safeguards against victimization of the director(s) and employee(s) who avail of the mechanism. No director/employee have been denied access to the Chairman of the Audit Committee. The said Policy may be referred to at the Company's Website. (3) Risk Management Policy The process of identification and evaluation of various risks inherent in the business environment and the operations of the Company and initiation of appropriate measures for prevention and/or mitigation of the some are dealt with by the concerned operational heads under the overall supervision of the Managing Director of the Company. The Risk Management Committee periodically reviews the adequacy and efficacy of the overall risk management system. (4) Policy on prevention of Sexual Harassment The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at the Workplace (Prevention, Prohibition & Redressal) Act. 2013 covering all employees of the Company. Internal Complaints Committee has been set up for the purpose. No complaint was received during the year. The Audit Committee periodically reviews the adequacy of the system on prevention of sexual harassment (5) Policy on Corporate Social Responsibility The provisions of Section 135 of the Companies Act. 2013 is not applicable to the Company. However the internal CSR Policy encompasses the Company's philosophy for giving back to the society as a corporate citizen. CSR activities in the Company are carried through OSIL TRFI Community Services Trust (6) Policy on determining Material Subsidiaries As the Company has no subsidiary, the requirement of Clause 49(V) of the amended Listing Agreement is not applicable to the Company. (7) Policy on Materiality of and Dealing with Related Party Transactions As required under Clause 49(VIII) of the amended Listing Agreement the Company has formulated a Policy on Materiality of and Dealing with Related Party Transaction and the same has been put up on the Company's Website. (8) Code of Conduct Code of conduct for Prevention of Insider Trading and Code of Corporate Disclosure Practices for prevention of Insider Trading In compliance with the provisions of SEBI (Prohibition of Insider Trading). Regulations, 1992. as amended from time to time, the Company has in place a comprehensive code of conduct for its Directors and Senior Management Officers, which lays down guidelines and procedures to be followed and disclosures to be made, while dealing with shares of the Company so as to preserve the confidentiality and prevent misuse of unpublished price sensitive information by Directors and specified employees of the Company. This policy also provides for periodical disclosures from designated employees as well as pre clearance of transactions by such persons so that they may not use their position or knowledge of the Company to gain personal benefit or to provide benefit to any third party. Corporate Social Responsibility Your Company provided financial assistance of Rs. 0.20 lakhs to Green Field School, located in Palaspnga. Dist. Keonjhar. Odisha for Children education and Rs. 0.56 lakhs to OSIL TRFI Community Services Trust for Community Developments. Your Company regrets its inability to provide the desired support for CSR activities due to financial losses suffered by the Company. Quality Your Company continues to follow the Quality Management System for Production and supply of Sponge Iron ond Steel Billets and possesses Certificate of Registration of ISO 9001:2008 from British Certification Inc. Your Company is proud of maintaining the clean environment in the vicinity of the Plant and your Company's Environmental Management System applicable to production and supply of Sponge Iron and Steel Billets has been certified under IS014001:2004 by British Certification Inc. The occupational Health and Safety Management System of your Company has also been certified by the same Agency and your Company complies with the requirements of OHSAS 18001:2007. Listing Fees The annual listing fees could not be paid to the Stock Exchanges where the Company's shares are listed due to financial constraints. Your Company's application to National Stock Exchange (NSE) for listing and Calcutta Stock Exchanges for de-listing is pending before the respective Exchanges. Reconciliation of Share Capital In compliance of the directions of Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital is being carried out quarterly by a Practising Company Secretary. The findings of the Reconciliation of Share Capital were satisfactory. Conservation of energy, technology absorption, foreign exchange earning and outgo Since the plant operations are closed from June 2012. no figures are available for conservation of energy, technology absorption etc. as required under the provisions of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014. The relevant information applicable to the Company under these circumstances are given below: (1) During the year the Company has purchased electricity 751200 (764880) units from NESCO amounting to Rs. 55.71 lacs (Rs. 72.47 lacs) (2) During the year the Company has earned foreign exchange of Rs. 132.40 lacs (Rs. 71.06 lacs) by sale of technology. Particulars of Employees There were no employees drawing the requisite remuneration whose names are required to be disclosed as required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. Industrial Relations Industrial relations have by and large remained cordial during the year. Audit/Auditors (1) Statutory Auditors The Statutory Auditors, M/s L N More 8< Co., Chartered Accountants, Cuttack, retires at the conclusion of the ensuing Annual General Meeting and have expressed their unwillingness for reappointment as Auditors for the next financial year. The Audit Committee and the Board has recommended the appointment of M/s. A. K. Bhordwaj & Company. Chartered Accountants for approval of the shareholders at ensuing Annual General Meeting. The Company has received confirmation from them to the effect that they satisfy the criteria provided in Section 139(1) of the Companies Act, 2013 and their appointment would be within the limits prescribed under Section 141 (3)(g) of the Companies Act, 2013. (2) Secretarial Aud itors Pursuant to the provisions of Section 204 of the Companies Act. 2013 and the Companies (Appointment and Remunerations of Managerial Personnel) Rule. 2014. the Company has appointed Ms. Disha Dugar, Practicing Company Secretary to conduct Secretarial Audit for the financial year ended 31 st March. 2015. The Report on Secretarial Audit is provided separately and forms part of this Report. (3) Cost Auditors Pursuant to the provision of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules. 2014, M/s. B. Ray & Associates, Cost Accountants. Kolkata was re-appointed as Cost Auditor of the Company for the year 2014-15 to conduct audit of cost records maintained by the Company. Auditors' Report Explanation to the Statutory Auditors' Report and Secretarial Auditors' Report pursuant to Section 134(3)(f) of the Companies Act. 2013 is given in the Annexure I forming part of the Directors Report. Extract of Annual Return The extract of the Annual Return in Form MGT 9 is provided in the Annexure II and forms part of this Report. Significant and Material Orders Passed by the Regulators/Courts/Tribunals There are no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations. Litigations Particulars of litigation against the Company are given in Para 30A of Notes on Financial Statements. Acknowledgement and Appreciation The Directors acknowledge with gratitude the co-operation extended by Indian Renewable Energy Development Agency Limited, Edelweiss Asset Construction Company Limited, Banks, State Government. Local Administration, Suppliers. Customers and Shareholders and solicit their continued support. The Directors also wish to place on record their sincere appreciation of the dedicated services put in by the Company's workers, staff and executives under difficult conditions. For and on behalf of the Board Munir Mohanty, Director Dr. P. K. Mohanty. Vice Chairman 8( Managing Director Place: Kolkata Dated: 2nd January, 2016 |