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Directors Report of Gujarat Metallic Coal & Coke Ltd.

Mar 31, 2015

Dear Members,

The Board of Directors present 22nd Annual Report and the Audited Financial Results of the Company for the six months period ended 31st March, 2015.

FINANCIAL RESULTS (Rs. in lacs)

Particulars For 6 months For 12 months ended 31.03.15 ended 30.09.2014

Total Income 2920.69 22794.05

Total Expenditure 2896.56 22762.20

Profit before Tax 24.13 31.85

Less : Provision for Tax (0.19) 0.91

Profit after Tax 24.32 30.94

Add : Balance brought forward 113.52 82.58

Adjustment for earlier year (0.51) - depreciation

Adjustment for earlier year Deferred Tax on Depreciation (0.15) -

Balance carried to Balance Sheet 137.18 113.52

REVIEW OF OPERATIONS

During the period ended under review, the Company has earned total income of Rs. 2920.69 lacs as against Rs. 22794.05 lacs registered in the previous year. During the period ended, the Company has earned Profit After Tax of Rs. 24.32 lacs as against Rs. 30.94 lacs in the previous year.

DIVIDEND

In order to conserve the resources, your directors do not recommend any dividend for the period under review.

LISTING

The equity shares of the Company are listed at the Bombay Stock Exchange Ltd. (BSE). The Company has paid listing fees to the BSE for the financial year 2015-16.

SUBSIDIARY COMPANY

The Company has a Subsidiary viz. Happy Mining Pty Ltd, Australia. During the period, Avondale Resources Pty Ltd, Australia, ceased to subsidiary of Happy Mining Pty Ltd and, therefore, also ceased to be a subsidiary of the Company. A report on the performance and financial position of Happy Mining Pty Ltd. is provided as a part of the financial statement.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchange, a report on the Corporate Governance along with Certificate of the Auditors and a Report on Management Discussion and Analysis are annexed and forms part of this Annual Report.

DIRECTORS

Appointment of Independent Directors :

Mr. Sajjan Kumar Tailor and Mr. Raj Narayan Yadav have been appointed on the Board of the Company as Independent Director for a period of 5 years upto 31st March, 2019. The Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Appointment of Additional Director :

The Board has appointed Mrs. Kanta Bajoria as an additional director w.e.f. 30.03.2015 to hold office upto the conclusion of the ensuing Annual General Meeting.

Number of Board Meetings held :

The Board of Directors duly met five times on 10.11.2014, 17.11.2014, 29.11.2014, 14.02.2015 and 02.03.2015.

PUBLIC DEPOSITS

The Company has not accepted or renewed any Public Deposits, as defined under provisions of Chapter V of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, your Directors hereby confirm and state that -

a) in the preparation of the annual accounts for the six months period ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the period ended 31st March, 2015 and of the profit of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the company that are adequate and were operating effectively.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. S. K. Tailor - Chairman, and Mr. R. N. Yadav and Mr. D. C. Bajoria - as Members. The committee periodically discusses with the Statutory Auditors about the internal control system, the scope of audit and reviews the financial statements before submission thereof to the Board and ensures compliance of internal control system apart from considering any reference made to it by the Board of Directors.

AUDITORS

M/s. N. C. Banerjee & Co., Chartered Accountants, retires as Statutory Auditors of the Company at the ensuing Annual General Meeting and are eligible for re-appointment. As required under Section 139 of the Companies Act, 2013, the Company has received a written confirmation from them to the effect that their reappointment, if made, would be subject to the conditions as prescribed under Rule 4 of the Companies (Audit and Auditors) Rules 2014 and that they are not disqualified from being appointed as Statutory Auditors of the Company.

AUDITORS' REPORT

The observations of the Auditors in their Report read with relevant notes on the Accounts, as annexed are self explanatory and they do not call for further explanation in this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the companies Act, 2013 relating to the corporate social responsibility are not applicable as the Company does not fall in any of the criteria mentioned in that Section.

SECRETARIAL AUDIT REPORT

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Mr. S. K. Ghosh, Company Secretary in Practice is annexed herewith as Annexure - A.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-B.

RISK MANAGEMENT POLICY

Board of Directors have formulated and implemented a risk management policy for the company. The Board has been addressing various risks impacting the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

VIGIL MECHANISM

In pursuance to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 and provisions of the Listing Agreement , a Vigil Mechanism Policy for directors and employees to report genuine concerns has been established.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP/ EMPLOYEES)

The disclosures of particulars of employees required under Section 134 (3) (q) and Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as it did not pay during the year any remuneration to any of the Directors of the Company.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION, ETC.

The Nomination and Remuneration Committee of the Company has framed a suitable policy on Directors' appointment which identifies the qualifications, positive attributes, independence of the Directors. The Committee has also recommended to the Board a Policy on remuneration for the Directors, Key Managerial Personnel and other employees.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has no information and details to disclose pursuant to Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) rules, 2014 regarding conservation of energy, technology absorption.

The foreign exchange earning and outgo during the year under review are as follows:

a) Foreign Exchange Earning: Rs. Nil

b) Foreign Exchange Outgo: Rs. 989.40 Lakhs.

RELATED PARTY TRANSACTIONS

The disclosure of the Related Party transactions are given in the prescribed Form AOC-2 is annexed as Annexure-C.

LOANS, GUARANTEES AND INVESTMENT

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

ACKNOWLEDGEMENTS

The Directors place on record their gratitude to the bankers, media, Government and other agencies for their assistance, cooperation and encouragement extended to the Company. The Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinted efforts of investors and employees during the year under review.

For and on behalf of the Board

Place : Kolkata S. K. Tailor Date : 30th May, 2015 Director


Sep 30, 2014

The Members,

The Directors present 21st Annual Report and the Audited Financial Results of the Company for the year ended on 30th September, 2014.

FINANCIAL RESULTS/HIGHLIGHTS

Followings are the highlights of the performance of the Company for the year ended 30th September, 2014. (Rs. in lacs)

Particulars 2013-14 2012-13

Total Income 22794.05 41115.54

Less: Expenditure 22762.20 41091.37

Net Profit before Tax 31.85 24.17

Less : Provision for Tax 0.91 (0.07)

Profit after Tax (PAT) 30.94 24.24

Balance brought forward 82.58 58.34

Profit available for appropriation 113.52 82.58

Balance carried to Balance Sheet 113.52 82.58



REVIEW OF OPERATIONS

During the year under review, the Company has earned total income of Rs. 22794.05 lacs as against Rs. 41115.54 lacs in the previous year. The net profit during the year wasRs. 30.94 lacs as againstRs. 24.24 lacs in the previous year.

Steel industry, which is the prime consumer of the coking coal and metcoke continued to be in its bear phase during the year under review resulting in lower sales volumes. However, the Company is cautiously optimistic about the performance of the Company in near future.

DIVIDEND

In order to conserve the resources, your directors do not recommend any dividend for the year under review.

LISTING

The equity shares of the Company are listed at the BSE Limited (BSE). The Company has paid the Listing Fees to BSE upto the year 2014-15.

SUBSIDIARY COMPANY

The Company has a Subsidiary viz. Happy Mining Pty Ltd, Australia and Sub-subsidiary Avondale Resources Pty Ltd, Australia. The Financial Statements and other Reports of these subsidiaries are not attached to this Annual Report pursuant to a general exemption granted under Circular no. 2/2011 dated 8th February 2011of Ministry of Corporate Affairs. The relevant information of these subsidiaries as required by the said Circular of the Ministry of Corporate Affairs has been provided in this Annual Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement with the Stock Exchange, a report on the Corporate Governance along with Certificate of the Auditors and a Report on Management Discussion and Analysis are annexed and forms part of this Annual Report.

DIRECTORS

Mr. Rajiv Chamaria, Mr. Hironmoy Chatterjee and Mr. Sunil Ranjan Sarker resigned from the Board w.e.f. 15th May, 2014, 14th August, 2014 and 17th November, 2014 respectively. The Board records its appreciation for the services rendered by them during their tenure in the Company.

The Board has appointed Mr. Sajjan Kumar Tailor and Dr. Raj Narayan Yadav as Additional Directors designated as Independent Directors w.e.f. 15th May, 2014 and 17th November, 2014 respectively and they hold office upto the date of the ensuing

Annual General Meeting. It is proposed to appoint them as Independent Directors at the ensuing Annual General Meeting for a five year period upto 31st March, 2019.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) In the preparation of the annual accounts for the year ended as at 30th September, 2014 the applicable accounting standards had been followed and that no material departures have been made from the same.

b) The Directors had selected such accounting policies and practices and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year under review and of the profits of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The Directors had prepared the Annual Accounts for the year ended on 30th September, 2014 on a ''going concern’ basis.

AUDITORS

M/s. N.C. Banerjee & Co., Auditors of the Company, retires at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. As required under Section 139 of the Companies Act, 2013, the Company has obtained a written certificate from them to the effect that their re-appointment as Auditors, if made, would be subject to the conditions as prescribed under Rule 4 of the Companies (Audit and Auditors) Rules 2014 and that they are not disqualified from being appointed as Auditors of the Company.

AUDITORS’ REPORT

The observations of the Auditors in their reports read with relevant notes on the accounts, as annexed are self-explanatory and needs no further elaboration.

PUBLIC DEPOSITS

The Company has not accepted or renewed any Public Deposits, as defined under Section 58A of the Companies Act, 1956, during the year under review.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 217(1) (e) read with read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption are not applicable to the company, as there being no manufacturing activities carried.

Foreign exchange earning and outgo

a) Foreign Exchange earning : Nil b) Foreign Exchange outgo : Nil

PARTICULARS OF EMPLOYEES

There was no employee who has drawn salaries and remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956, therefore the statement containing particulars of Employees in terms of the said provisions of Act is not applicable to the company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation and acknowledgement of the support and co-operation extended by the customers, suppliers, bankers, financial institutions, investors, media, Government and their agencies.

For and on behalf of the Board

S. K. Tailor Place : Kolkata R. N. Yadav Date : 29th November 2014 (Directors)


Sep 30, 2013

To The Members,

The Directors present the 20th Annual Report and the Audited financial results of the Company for the year ended on 30th September, 2013.

FINANCIAL RESULTS/HIGHLIGHTS

Followings are the highlights of the performance of the Company during the year ended on 30th September, 2013.

(Rs.in Lacs)

Year Fifteen months ended ended 30.09.2013 30.09.2012

Total Income 41115.54 11743.46

Total Expenditure 41091.37 11706.40

Profit before Tax 24.17 37.06

Less: Provision for Tax (0.07) (0.06)

Profit after Tax 24.24 37.12

Balance brought forward 58.34 129.13

Profit available for appropriation 82.58 166.25

Provision for tax of earlier years (107.91)

Balance carried to Balance Sheet 82.58 58.34







OPERATIONS

During the year under review, the total Income of the company has increased due to increased sales activity amid challenging market scenario for coal and coke.

DIVIDEND

In order to conserve the resources, your directors do not recommend any dividend for the year ended on 30th September, 2013.

SUBSIDIARY COMPANY

The Company has a foreign Subsidiary namely Happy Mining Pty Ltd,Australia and Sub-subsidiary Avondale Resources Pty Ltd, Australia. The Consolidated Financial Stetements presented by the Company and annexed to the Annual report 2012-13 include the financial information of the subsidiaries prepared in accordance with the applicable accounting standard. The ministry of Corporate affairs vide its circular no. 2/2011 dated 8th February, 2011 has granted a general exemption under section 212(8) of the Companies Act, 1956 from attaching the Balance Sheet, Statement of Profit & Loss and other documents of the subsidiary companies to the Balance Sheet upon compliance of certain conditions. As the Company is in compliance with the said circular and as per consent of the Board through a resolution, the Balance

Sheet, Statement of Profit and Loss and other documents of the subsidiaries are not attached to this Annual report and Accounts.However, the annual accounts of the subsidiary companies and related detailed information shall be made available to the shareholders of the Company seeking such information in writing. The Annual accounts of the subsidiaries companies are available at registered office of the Company during the working hours and also available at the respective offices of the subsidiary companies during the working hours.

CORPORATE GOVERNANCE

Your Company has complied with all mandatory provisions of Corporate Governance, as stipulated under the listing Agreement with the Stock Exchange as at 30th September, 2013. A separate report on Corporate Governance along with Certificate of Auditor confirming the compliance is annexed hereto and forms part of this Annual Report.

MANAGEMENT DISCUSSION& ANALYSIS REPORT

Management Discussion and Analysis report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual Report.

DIRECTORS

Mr. Hironmoy Chatterjee, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

The office of Mr. Dinesh Chandra Bajoria as Chairman & Managing Director shall expire on 28th June, 2014. The Board recommends the re-appointment of Mr. Dinesh Chandra Bajoria as Chairman & Managing Director for a further period of 5 years w.e.f. 29th June, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) In the preparation of annual accounts for the year ended 30th September, 2013 the applicable accounting standards had been followed and that no material departures have been made from the same.

b) The Directors had selected such accounting policies and practices and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year under review and of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) The Directors had prepared the Annual Accounts for the year ended on 30th September, 2013 on a ''going concern'' basis.

AUDITORS

M/s N. C. Banerjee & Co., Chartered Accountants, the Statutory Auditors of the Company hold office upto forthcoming Annual General Meeting of the Company and being eligible, offer themselves for re-appointment. As required under the provisions of Section 224(1B) of the Companies Act, 1956, the Company has received written confirmation from N. C. Banerjee & Co., that their re-appointment as Statutory Auditors, if made, would be inconformity with the limits prescribed in the said section and that they are not disqualified from being appointed as the Statutory Auditors of the Company under section 226 of the Companies act, 1956.

AUDITORS'' REPORT

The observations of the Auditors in their reports read with relevant notes on the accounts, as annexed are self-explanatory and need no further elaboration.

PUBLIC DEPOSITS

The Company has not accepted any public deposits, as defined under Section 58A of the Companies Act, 1956, during the year under review.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 217(1) (e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption are not applicable to the Company, as the Company is not involved in any manufacturing activities.

FOREIGN EXCHANGE EARNING AND OUTGO

a) Foreign Exchange earning : Rs. 704.08 Lacs

b) Foreign Exchange outgo : Rs. 1.60 Lacs

PARTICULARS OF EMPLOYEES

There was no employee who has drawn salaries and remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956. Therefore the statement containing particulars of Employees in terms of the said provisions of Act is not applicable to the Company.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation and acknowledgement of the support and co-operation extended by the customers, suppliers, bankers, investors, Government and their agencies.

For and on behalf of the Board

Place : Kolkata Dinesh Chandra Bajoria

Date : 29th November, 2013 Chairman & Managing Director


Mar 31, 2010

The Directors present the 17th Annual Report and the audited financial results of the Company for the year ended on 31st March 2010.

FINANCIAL RESULTS/HIGHLIGHTS

Followings are the highlights of the performance of the Company during the year ended on 31 st March 2010.

(Rs. in lacs)

Year ended Year ended 31,03.2010 31.03.2009

Income from Operations 74.21 155.26

Less: Interest 49.85 34.21

Less: Depreciation 1.02 1.75

Net Profit before Tax and Extra ordinary items 23.34 119.30

Less: Extraordinary expenses 0 92.83 Less: Provision for Tax 0.75 23.54

Profit after Tax (PAT) 22.59 2.93

Add: Balance brought forward 83.24 80.31

Balance carried to Balance Sheet 105.83 83.24

OPERATIONS

During the year, the Company had carried on trading activities mainly in coal and coke. In the current year, with the steel production expected to be robust, the demand for cocking coal and met-coke appears improving.

DIVIDEND

In order to conserve the resources, your directors do not recommend any dividend for the year ended on 31st March 2010. SUBSIDIARY COMPANY

The Company has one subsidiary namely Happy Mining Pty Ltd in Australia. The Balance Sheet, Profit & Loss Account, Report of the Board of Directors and Report of the Auditors and other statements relating to said subsidiary as required under the provisions of Section 212 of the Companies Act, 1956, are annexed to the Annual Report.

CORPORATE GOVERNANCE

Your Company has complied with all mandatory provisions of Corporate Governance, as stipulated under the Listing Agreement as on 31st March, 2010. A separate report on Corporate Governance along with Certificate of Auditors confirming the compliance thereof is annexed hereto and forms a part of the Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement, is presented in a separate section forming part of the Annual Report.

DIRECTORS

Mr. Rajesh Kumar Agrawal, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) In the preparation of annual accounts for the financial year ended 31st March,2010 the applicable accounting standards have been followed and that no material departures have been made from the same.

b) The Directors have selected such accounting policies and practices and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year under review and of the profit of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

d) The Directors have prepared the annual accounts for year ended on 31st March, 2010 on a going concern basis.

AUDITORS

M/s N. C. Banerjee & Co., Chartered Accountants, who are Statutory Auditors of the Company hold office upto the forthcoming Annual General Meeting of the Company and are recommended for reappointment. As required under the provisions of Section 224(1 B) of the Companies Act, 1956, the Company has received confirmation from N. C. Banerjee & Co., that their re-appointment as Auditors, if made, would be in conformity with the limits prescribed in the said Section and that they are not disqualified from being appointed as the Auditors of the Company under Section 226 of the Companies Act, 1956.

AUDITORS REPORT

The observations of the Auditors in their reports read with relevant notes on the accounts, as annexed are self-explanatory and need no further elaboration.

PUBLIC DEPOSITS

The Company has not accepted or renewed any Public Deposits, as defined under Section 58A of the Companies Act, 1956, during the year under review.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 217(1) (e) read with read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption are not applicable to the Company, as there were no manufacturing activities carried out by the Company during the year under review.

There was no Foreign Exchange earning and outgo during the year under review.

PARTICULARS OF EMPLOYEES

There was no employee who has drawn remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956. Therefore the statement of employees in terms of the said provisions of Act is not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and acknowledgement of the support and co- operation extended by the customers, suppliers, bankers, financial institutions, investors, media, Government and their agencies.

For and on behalf of the Board

Place : Kolkata Dinesh Chandra Bajoria Date: 29th May, 2010 Chairman Cum Managing Director



 
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