Mar 31, 2014
The Members,
The Directors present 27th Annual Report and the Audited Financial
Statements for the financial year ended 31st March, 2014.
FINANCIAL RESULTS/HIGHLIGHTS
(Rs. in crores)
2013-14 2012-13
Total Income 1250.64 1751.94
Total Expenditure 1644.87 1336.37
Profit/(Loss) before Interest,
Depreciation and Tax (394.23) 415.57
Less: (1) Finance Cost 331.40 263.02
(2) Depreciation 61.30 58.33
Profit/(Loss) before Tax and
Exceptional Items 786.93) 94.22
Exceptional Items 47.47 47.95
Less: Provision for Taxation (273.59) 15.29
Profit/(Loss) after Tax (560.81) 30.98
Add : Amount brought forward - -
Amount available for appropriation (560.81) 30.98
Less : Amount transferred to
General Reserve 10.80 -
Add : Dividend for earlier year
written back 28.87 -
Add : Dividend tax written back 4.68 -
Less : Transferred to Debenture
Redemption Reserve - 30.98
Balance carried to Balance Sheet (538.06) -
REVIEW OF OPERATIONS
During the year under review, the Total Income from operations was
Rs.1250.64 Crores as compared to Rs 1751.94 Crores in the previous
year. The Company has suffered net loss of Rs. 560.81 crores during the
year, as compared to the Profit of Rs. 30.98 crores during the previous
year.
Steel industry, which is the largest consumer of coking coal and
metcoke, continued to reel through extreme recessionary trends which
has resulted in subdued demand of metcoke and also dragged its
realizations to rock bottom levels. This had resulted in huge built up
of inventories of coking coal and metcoke impacting the cash flows in
the business.
In view of these adversities, Corporate Debt Restructuring Empowered
Group (CDR EG), upon being approached by the Company, have approved CDR
Package in March, 2014 under Corporate Debt Restructuring mechanism
(CDR) issued by Reserve Bank of India.
The key features of CDR Package are given in detail in the Notes to the
Financial Statements forming part of this Annual Report.
DIVIDEND
In view of the losses incurred, the Board does not recommend any
dividend.
ISSUE OF EQUITY
The Company has allotted equity shares of Rs. 10/- as per following
details:-
Date of Allotment No. of shares Particulars
22nd May, 2013 50,00,000 Issued to Promoters Group entities at a
premium of Rs. 11.08 per share upon
conversion of Warrants
17th June, 2014 1,21,61,222 Issued to ICICI Bank Ltd. at a premium
OF Rs.1.01 per share upon conversion of
Funded Interest Term Loan
17th June, 2014 3,35,00,000 Issued to Promoters Group entities at a
premium of Rs. 0.90 per share upon
conversion of Warrants
ISSUE OF CONVERTIBLE WARRANTS
The Company allotted 10,00,00,000 convertible warrants on 18th April,
2014 at a conversion price of Rs. 10.90 per Warrant aggregating Rs.
109.00 crores only and 6,00,00,000 convertible warrants on 17th June,
2014 at a conversion price of Rs. 10.72 aggregating Rs. 64.32 crores on
preferential basis to the Promoter Group entities. Each Warrant is
convertible at the option of the holders into One Equity Share of Rs.
10/- each.
NON-CONVERTIBLE DEBENTURES
During the year under review, the company redeemed Non- Convertible
Secured Redeemable Debentures (NCDs) amounting Rs. 34.99 crores as per
the terms of issue of these debentures. The NCDs amounting to Rs.
427.51 crores were outstanding at the end of the year under review.
LISTING
Both the Equity Shares and "B" Equity Shares of the Company are listed
at the National Stock Exchange of India Limited (NSE) and BSE Limited
(BSE). The Non-convertible Debentures of the company (including
Debentures issued under QIP) are listed at BSE. The convertible
warrants issued by the Company under QIP are listed at NSE and BSE. The
Foreign Currency Convertible Bonds (FCCBs) are listed at Singapore
Exchange Limited (SGX).
BUSINESS PLANS
The market for metcoke continued to remain sluggish during the year
under review due to dwindling demand from Steel industry, the major
user of metcoke. This had severely impacted realisations of our
products.
Due to the market imbalances and the continued global economic
slowdown, the Company has been facing liquidity constraints. This has
resulted in the Company realigning its debts under CDR mechanism
through CDR Package. The Company plans to gradually increase its
capacity utilization along with its turnover and margins in a phased
manner.
The Company''s projects for generation of power from waste heat
emanating from its Coke Oven Plants in the States of Karnataka and
Gujarat had to be temporarily shelved during the year under review due
to liquidity constraints. However, during 2014-15 the project at
Dharwad in Karnataka is proposed to be revived as it is at an advanced
stage of completion. The Company is presently generating power through
non polluting method i.e. through wind turbine generators having
capacity to generate 87.5 MW of power.
SUBSIDIARIES
During the year, Jindal Steel & Power Ltd (Jindal Group) had acquired
majority stake in Gujarat NRE Coking Coal Ltd. (GNCCL), erstwhile
Australian mining subsidiary of the Company. Accordingly, GNCCL along
with its three subsidiaries viz. Gujarat
Directors'' Report (Contd.)
NRE Wonga Pty Ltd, Gujarat NRE Resources NL and Southbulli Holdings Pty
Ltd ceased to be subsidiaries of the company. The other five Australian
subsidiaries of the Company viz. Gujarat NRE Properties Pty Ltd,
Gujarat NRE Ltd, Gujarat NRE Coal (NSW) Pty Ltd, Wonga Coal Pty Ltd and
Gujarat NRE India Pty Ltd also ceased to be subsidiaries during the
year due to restructuring of their respective share capital.
The Company has two wholly-owned Indian Subsidiaries i.e. Manor
Dealcom Pvt Ltd and Huntervalley Coal Pvt Ltd. 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 2011 of Ministry of Corporate Affairs. The relevant
information of these subsidiaries as required by the said Circular of
Ministry of Corporate Affairs has been provided in this Annual Report.
The Financial Statements and other reports related to these
subsidiaries are available at Registered Office of the Company during
the working hours and a copy thereof will be provided to the
shareholders of the Company upon request.
MERGER
The Scheme of Amalgamation of Bharat NRE Coke Limited with the Company
was approved by the shareholders of the Company on 28th January, 2013.
However in view of subsequent development of reference of the Company
to CDR EG for its debt restructuring, the said amalgamation was not
allowed by the Hon''ble High Court of Calcutta.
CORPORATE GOVERNANCE
In compliance with the requirements of clause 49 of the Listing
agreement with Stock Exchanges, a Report on ''Corporate Governance'' as
on 31st March, 2014 and a Report on Management Discussions and Analysis
are annexed to and form a part of this Report.
Chairman & Managing Director (CEO) and Chief Financial Officer (CFO)
have certified to the Board with regard to the financial statements and
other matters as required by the aforesaid clause of the listing
agreement and the said certificate is also annexed to and forms a part
of this Report.
EMPLOYEE STOCK OPTION SCHEME
The Company had granted 95,89,000 options to its Employees/Directors
through four different tranches under GNCL Employee Stock Options
Scheme 2007 (ESOP 2007) till the end of previous year against the
approval received from shareholders to grant upto 1,21,95,302 options
under the said Scheme.
As required by clause 12 of the SEBI (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines 1999, the disclosures with
regard to Stock Options in respect of GNCL Employee Stock Option Scheme
2007 as on 31st March, 2014 are given in an Annexure to this Report.
The Company has received a certificate from the Auditors that the
aforesaid Scheme has been implemented in accordance with SEBI
Guidelines and the resolution passed by the shareholders. The
Certificate would be placed at the meeting for inspection by the
shareholders.
DIRECTORS
Dr Basudeb Sen and Mr Chinubhai R Shah, Non Executive Directors
resigned from their office w.e.f. 18th March 2014 and
Mr Subodh Kumar Agrawal, Non Executive Director has resigned from his
office w.e.f. 25th May 2014. The Board records its appreciations for
the services rendered by them during their tenure in the Company.
Dr Mahendra Kumar Loyalka retires by rotation at the forthcoming Annual
General Meeting and express his unwillingness to be re- appointed.
Mr Sisir Kumar Mukherjee was appointed by the Board as a Director in
the casual vacancy caused by the resignation of Dr Basudeb Sen in terms
of Section 161(4) of the Companies Act 2013 w.e.f. 18th March 2014 and
accordingly, he retires by rotation at the ensuing Annual General
Meeting.
Mr Sisir Kumar Mukherjee and Mr Murari Sananguly are proposed to be
re-appointed as Directors designated as Independent Directors of the
Company pursuant to the provisions of Section 149 of Companies Act 2013
w.e.f. 1st October 2014 and the Listing Agreement for a period of 5
years and they shall not be liable to retire by rotation.
Mr Gopal Prasad Dokania was appointed as an Additional Director by the
Board at its meeting held on 30th June 2014 to hold office upto the
date of ensuing Annual General Meeting. It is proposed to appoint him
as a Director designated as Independent Director at the ensuing Annual
General Meeting for a period of 5 years w.e.f. 1st October 2014 and he
shall not be liable to retire by rotation.
Mr C Narasimhan has been appointed as a Nominee Director of State Bank
of India w.e.f. 8th August 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, your
Directors confirm having -
i) Followed in the preparation of the annual accounts the
applicable accounting standards with proper explanation relating to
material departures;
ii) 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 year under review and of the profit of the Company for the
year ended on that date;
iii) taken proper and sufficient care for the 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 or other irregularities; and
iv) prepared the annual accounts on a ''going concern basis''."
AUDITORS
M/s. N. C. Banerjee & Co., Chartered Accountants, the Statutory
Auditors hold office upto the forthcoming Annual General Meeting of the
Company and are eligible for reappointment. As required under the
provisions of Section 139 of the Companies Act, 2013, the Company has
received written confirmation from M/s. N C Banerjee & Co., that their
re-appointment as Auditors, if made, would be in conformity within the
limits prescribed in the said Section and that they are not
disqualified from being appointed as the Auditors of the Company.
Directors'' Report (Contd.)
AUDITORS'' REPORT
The Directors refer to the auditors'' observation in the Auditors''
Report and as required under Section 217(3) of the Companies Act, 1956,
provide their explanation as under:
i. In respect of auditors'' observation in standalone financial
statements regarding default in payment of interest and repayment of
dues to financial institutions, banks and NCD holders as per para (xi)
of Annexure to Auditors Report :
. Due to the continued slowdown in the domestic and global
market, the operations of the company were severely impacted. The
Company ended the financial year with a high operating loss mainly due
to lower price realization, diminution in the value of stocks, and
unusual diminutions in the value of rupees as against the US dollar.
Due to above, the company was unable to meet its interest and principal
liabilities under the various credit facilities from financial
institutions, banks and NCD holders in time. Consequently, the
Company''s debts were restructured under the Corporate Debt
Restructuring (CDR) Forum. The company is also taking various steps to
reduce costs and improve efficiencies to make its operations
profitable.
ii. In respect of auditors'' observation in standalone financial
statements regarding delay in depositing statutory dues, as per para
(ix) of Annexure to Auditors Report, with the appropriate authorities :
It is clarified that the delay arose on account of mismatch in cash
flow/liquidity issues due to prevailing uncertain economic environment
that adversely impacted operating conditions as stated above.
iii. In respect of auditors'' Qualifications in consolidated financial
statements regarding considering Financial Statements of erstwhile five
Australian Subsidiaries, which were more than six months old on the
date on which these five companies ceased to be subsidiaries of the
company and in respect of remaining four erstwhile Australian
Subsidiaries, the Management Approved Accounts as on the date on
cessation of Subsidiaries has been considered :
Due to acquisition of majority stake in the Australian mining Company
Gujarat NRE Coking Coal Ltd (GNCCL) by the Jindal Steel & Power Ltd.
(Jindal Group) in November 2013, the said mining Company along with its
Australian subsidiaries company ceased to be subsidiaries of the
Company from that date. The New Management of GNCCL has not complied
with the company''s request for providing Audited Financial Statement of
the erstwhile Australian Subsidiaries for the relevant period. Hence
for the purposes of deconsolidation of these subsidiaries the company
has considered latest available Audited Consolidate Financial Statement
as on 31st March, 2013 of these companies.
As far as other erstwhile Australian Subsidiaries are concerned, the
Management Approved Accounts were made available to the company on the
date it ceased to be subsidiaries of the company, as Audit of these
companies were not mandatory as per rules and regulation of that
country.
COST AUDIT
The Company had reappointed M/s B Mondal & Co., Practicing Cost
Accountants as Cost Auditor under the provisions of Section 233B of the
Companies Act, 1956, to audit the cost records of its steel and metcoke
plant(s) for the financial year 2013-14.
The particulars of cost auditor/cost audit report etc. as required by
General Circular no 15/2011 dated 11th April 2011 issued by Cost
Audit Branch of Ministry of Corporate Affairs, Government of India are
given below
a) Name & address of the Cost Auditor  M/s. B Mondal & Associates
61/H/15, Raja Naba Krishna Street, Kolkata - 700 005.
b) Name and membership no of the partner of the firm  Mr Baidyanath
Mondal, Membership no - 11681.
c) Due date of filing and actual date of filing of the cost audit
report for the year 2012-13
Due date of filing :- 30.09.2013
Actual date of filing :- 31.03.2014
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 information on Particulars of conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 are annexed and forms a part of Annual Report.
PARTICULARS OF EMPLOYEES
There was no employee during the year under review , who was in receipt
of remuneration of more than Rs. 5,00,000/- per month if appointed for
a part of the year or Rs. 60,00,000/- per annum, if appointed for whole
year. Therefore, the particulars of employees as required under Section
217 (2A) of the Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 as amended, are not applicable.
PERSONNEL / INDUSTRIAL RELATIONS
The Company maintained cordial and harmonious relations at all levels
at the offices and plants of the Company and its subsidiaries
throughout the year under review.
APPRECIATION
We wish to acknowledge the understanding, support and services of our
workers, staff and executives which has largely contributed to
efficient operations and management of the Company during the year
under review. We also take this opportunity to express our deep sense
of gratitude to all our customers, dealers, suppliers, bankers,
government officials and all other business associates for their
continuous guidance and support to the Company and their continued
confidence in its management. We also take this opportunity to express
our sincere thanks to our shareholders and debenture holders for the
confidence and faith in our company.
For and on behalf of the Board
Place : Wollongong Arun Kumar Jagatramka
Dated : 14th August, 2014 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the Twenty-Fifth Annual
Report and the Audited Financial Results on the business and operations
of the Company for the financial year ended on March 31, 2012.
FINANCIAL RESULTS/HIGHLIGHTS
Rs. in crores
2011-12 2010-11
Income from Operations 331.00 336.00
Less :Finance Cost 208.57 161.12
Less :Depreciation 56.77 50.44
Profit before Tax & Exceptional Items 65.66 124.44
Less :Exceptional Items 60.13 0.00
Profit before Tax 5.53 124.44
Less : Provision for Taxation 2.44 21.79
Profit after Tax 3.09 102.65
Add : Balance brought forward 22.75 5.95
Amount available for appropriation 25.84 108.60
Less : Appropriations
Transferred to( )/from(-)
General Reserve -10.80 0.00
Dividend and Dividend Tax for
earlier year 0.00 0.00
Proposed dividend on equity shares 28.87 57.73
Corporate Tax on Dividend 4.68 9.37
Debenture Redemption Reserve 3.09 18.75
Balance carried to Balance Sheet 0.00 22.75
REVIEW OF OPERATIONS
Indian economy during the year under review, went through one of its
most challenging phases in last two decades with slow growth, runaway
inflation, high interest rates, falling industrial output, depreciating
rupee, adverse balance of payments position and last but not the least,
global uncertainty, severely hurting economic activities. Indian steel
industry after witnessing a modest recovery during the previous
financial year, went into a slump during 2011-12 being confronted with
a series of impediments such as iron ore mining issues and its limited
availability, flat demand prevailing throughout 2011-12 on account of
compounding effect of slow economic growth, etc. This had a major
impact on the operations of merchant metcoke producers in India like
our Company, as steel industry is the largest consumer of the coking
coal and metcoke. However, it is believed that with India investing
heavily in infrastructure and allied industries, the demand for steel
and consequently for metcoke is bound to rise in the coming years.
The Company reported income from operations amounting to Rs.331.00
Crores during the year under review as compared to Rs 336.00 Crores
during the previous year as a consequence of flat demand. The net
profit after tax earned during the financial year ended 31st March,
2012 was reported at Rs. 3.09 crores due to the adverse impact of
depreciation in value of rupee as well as slow economic growth during
the year under review, as compared net profit after tax of Rs. 102.65
crores reported during the previous year.
DIVIDEND
There being inadequacy/absence of profit for payment of dividend for
the year under review, the Board unanimously decided to recommend
payment of dividend considering the dividend track record of the
Company by utilizing the balance lying to the credit of Profit & Loss
Account and/or General Reserve in accordance with the provisions of
Companies (Declaration of Dividend out of Reserves) Rules, 1975.
Accordingly, the Board recommends payment of dividend of Re.0.50 per
Equity Share of Rs.10 each (5%) and Re.0.50 per "B" Equity Share of
Rs.10 each (5%) respectively, for the year ended 31st March 2012
subject to the approval of members of the Company and Ministry of
Corporate Affairs. The total payout towards the said dividend will
amount to Rs.33.55 crores (approx. with dividend tax) for the year
under review as compared to Rs. 67.10 crores (with dividend tax) for
the previous year.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
In terms of Sections 205A & 205C of the Companies Act, 1956, the
company since the previous Directors Report, had transferred a sum of
Rs. 12,21,329.00 (Rupees Twelve lacs, twenty-one thousand three hundred
twenty nine only) for 2nd interim dividend 2003-04, Rs.4,31,199.00
(Rupees Four lacs, thirty one thousand, one hundred ninety nine only)
for final dividend 2003- 04 and Rs.6,49,498.50 (Rupees Six lacs,
forty-nine thousand, four hundred ninety eight & paise fifty only) for
1st interim dividend for 2004-06 to the Investor Education & Protection
Fund (IEPF) created by the Central Government, since these dividend
remained unclaimed for a period of 7 years. The Company had also
transferred a sum of Rs.1,28,275.50 (Rupees one lac, twenty eight
thousand, two hundred seventy five & paise fifty only) towards final
dividend for the year 2003-04 paid by erstwhile FCGL Industries Ltd
(since merged with the company) to the IEPF during the year under
review.
ISSUE OF EQUITY
The Company allotted 1,74,07,793 Equity Shares of Rs.10 each at a
premium of Rs.34.64 per share and 17,40,778 "B" Equity Shares of Rs. 10
each during the year under review consequent upon conversion of 174
(one hundred seventy-four) Zero Coupon Unsecured Foreign Currency
Convertible Bonds (FCCBs) of USD 100000 each issued in 2006 and with
this conversion the entire series of these FCCBs stands converted to
equity shares of the company.
The Company also allotted 52,280 Equity Shares of Rs.10 each at a
premium of Rs. 13.86 per share and 5,228 "B" Equity Shares of Rs. 10
each as bonus shares upon conversion of Options issued under Employee
Stock Option Scheme, 2005 and 21,700 Equity Shares of Rs. 10 each at a
premium of Rs.8.05 per share and 2,170 "B" Equity Shares of Rs. 10 each
as bonus shares upon conversion of Options issued under 2nd Tranche of
GNCL Employee Stock Options Scheme 2007 during the year under review.
NON-CONVERTIBLE DEBENTURES
During the year under review, the company redeemed Non- Convertible
Secured Redeemable Debentures (NCDs) amounting Rs. 25 crores which were
issued to Life Insurance Corporation of India (LIC) as per the terms of
issue of these debentures. The NCDs outstanding at the end of the year
under review, aggregated to Rs. 375 crores comprising of Qualified
Institutional Placement (QIP) issue of NCDs amounting Rs.250 crores
issued during the year 2010-11 and the balance comprising of NCDs
issued to LIC and nationalised banks in the years prior to 2010-11.
LISTING
Both the Equity Shares and "B" Equity Shares of your Company are listed
at the National Stock Exchange of India Limited (NSE) and Bombay Stock
Exchange Limited (BSE). The Non- convertible Debentures of the company
(including Debentures issued under QIP) are listed at Bombay Stock
Exchange. The convertible warrants issued by the Company under QIP are
also listed at both NSE and BSE.
BUSINESS PLANS
We believe that the current decade till 2020 would continue to be
interesting and exciting, similar to the one that has gone by. Coking
Coal and metcoke are going to be in huge demand with steel demand
rising, as Indian economy grows with investments in infrastructure and
other industries. We are in a sector which is one of the most lucrative
business possible in the current times. We have everything going for
us, a well developed market, and a global mismatch of demand and supply
with demand outstretching supply. Our company has an irrefutable
advantage of secured supply of excellent quality raw materials, a
dedicated team and most importantly a supportive share holder family,
making us the undisputable leader in our business with strong
fundamentals.
During the year under review, the company through its Australian
subsidiary(ies) took an important step towards achieving its plan for
ramping up coking coal production at Australian mines to above 5 MTPA
(million tonnes per annum) by 2015-16 by installing longwall mining
machinery at one of its mines i.e. at NRE No 1 after receiving
necessary Departmental approval. Steps have also been initiated for
expanding the production capacity of metcoke in India and we expect to
raise the production capacity to around 4 MTPA in the next 4 years.
The Company is presently generating power through non polluting method
i.e. through wind turbine generators having capacity to generate 87.5
MW. Further, the projects for generation of power having an aggregate
capacity of 60 MW, from waste heat emanating from the Company's coke
oven plants are at various stages of completion.
SUBSIDIARIES
The Company has two Indian Subsidiaries and nine Australian
Subsidiaries at the close of the financial year under review. The
consolidated financial statements presented by the company and annexed
to the Annual Report 2011-12 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,
Profit & Loss Account and other documents of the subsidiary companies
to the balance sheet of any company upon compliance of certain
conditions. As the company is in compliance with the said circular and
as per consent of Board through a resolution, the Balance Sheet, Profit
& Loss Account and other documents of the subsidiaries are not attached
to this Annual Reports & Accounts. However, the annual accounts of the
subsidiary companies and related detailed information shall be made
available to the shareholders of the company and its subsidiaries
seeking such information in writing at any point of time. The annual
accounts of the subsidiary companies are available at Registered Office
of the Company during the working hours and also available at the
respective offices of the Subsidiary companies.
FINANCIAL OBLIGATIONS
The Company has been regular in the payment of interest and/or
repayment of loans to financial institutions and/or banks or in meeting
its other financial obligations during the year under review.
CORPORATE GOVERNANCE
In compliance with the requirements of clause 49 of the Listing
agreement with Stock Exchanges, a Report on 'Corporate Governance' as
on 31st March, 2012 and a Report on Management Discussions and Analysis
are annexed to and forms a part of this Report.
Chairman & Managing Director (CEO) and Chief Financial Officer (CFO)
have certified to the Board with regard to the financial statements and
other matters as required by the aforesaid clause of the listing
agreement and the said certificate is also annexed to and forms a part
of this Report.
EMPLOYEE STOCK OPTION SCHEME
The Company had granted 11,15,000 options under Employee Stock Option
Scheme 2005 (ESOP 2005) against the authority from shareholders to
grant 11,75,000 options. The employees/Directors of the company
exercised 8,24,148 options during the exercise period. The validity of
the said scheme expired on 12th January 2012 and accordingly, the
outstanding options under the scheme have also expired.
The Company had granted 60,29,000 options to its Employees/Directors
through three different tranches under GNCL Employee Stock Options
Scheme 2007 (ESOP 2007) till the end of previous year. A fourth tranche
of options aggregating 35,60,000 were granted under ESOP 2007 to the
Employees/Directors of the company during the year under review. The
Company has therefore granted a total of 95,89,000 options under
various tranches of ESOP 2007 Scheme till 2011-12 against the approval
received from shareholders to grant upto 1,21,95,302 options under the
said Scheme.
As required by clause 12 of the SEBI (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines 1999, the disclosures with
regard to Stock Options in respect of GNCL Employee Stock Option Scheme
2007 as on 31st March, 2012 are given in an Annexure to this Report.
The Company has received a certificate from the Auditors that the
aforesaid Scheme has been implemented in accordance with SEBI
Guidelines and the resolution passed by the shareholders. The
Certificate would be available at 25th Annual General Meeting for
inspection by the shareholders.
DIRECTORS
Dr Mahendra Kumar Loyalka and Mr Murari Sananguly, Directors of the
Company retire by rotation at the forthcoming Annual General Meeting
and being eligible, offer themselves for re- appointment in terms of
the Articles of Association of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, your
Directors confirm having -
i) Followed in the preparation of the annual accounts the applicable
accounting standards with proper explanation relating to material
departures, if any;
ii) 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 year under review and of the profit of the Company for the
year ended on that date;
iii) taken proper and sufficient care for the 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 or other irregularities; and
iv) prepared the annual accounts on a 'going concern basis.
AUDITORS
M/s. N. C. Banerjee & Co., Chartered Accountants, the Statutory
Auditors hold office upto the forthcoming Annual General Meeting of the
Company and are eligible for reappointment i.e. to audit the Accounts
of the Company for the financial year 2012-13. In compliance with the
provisions of Section 224(1B) of the Companies Act, 1956, the Company
has received written confirmation from M/s. N C Banerjee & Co., that
their re- appointment as Auditors, if made, would be in conformity
within the limits prescribed in the said Section and that they are not
disqualified from being appointed as the Auditors of the Company within
the meaning of Section 226 of the said Act.
AUDITORS' REPORT
The observations of the Auditors in their Report read with relevant
notes on the accounts, as annexed are self-explanatory and need no
elaboration.
COST AUDIT
Cost Audit Branch of the Ministry of Corporate Affairs vide its order
no 52/26/CAB-2010 dated 30th June 2011 has made it mandatory for
company(ies) which is/are engaged in production of steel products to
appoint a Cost Auditor to audit cost records of steel plant/unit(s) for
the financial year 2011-12. Our Company has accordingly, appointed M/s
B Mondal & Co., Practicing Cost Accountants as Cost Auditor under the
provisions of Section 233B of the Companies Act, 1956, to audit the
cost records of steel plant located at Bhachau in the State of Gujarat
for the financial year 2011-12.
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 information on Particulars of conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 forms a part of this Report as an Annexure. A copy of the
said Annexure is annexed hereto.
PARTICULARS OF EMPLOYEES
The information on Particulars of employees as required under Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 in respect of employees of the
Company forms a part of this Report as an Annexure. A copy of the said
Annexure is annexed hereto.
PERSONNEL / INDUSTRIAL RELATIONS
The Company maintained cordial and harmonious relations with its
workers/employees at all levels at the offices and plants of the
Company and its subsidiaries throughout the year under review.
APPRECIATION
We wish to acknowledge the understanding, support and services of our
workers, staff and Executives which has largely contributed to
efficient operations and management of the Company during the year
under review. We also take this opportunity to express our deep sense
of gratitude to all our customers, dealers, suppliers, bankers,
government officials and all other business associates for their
continuous guidance and support to the Company and their continued
confidence in its management. We also take this opportunity to express
our sincere thanks to our shareholders and debenture holders for the
confidence and faith in our company.
For and on behalf of the Board
Place : Kolkata Arun Kumar Jagatramka
Dated : 27th May, 2012 Chairman & Managing Director
Mar 31, 2011
The Members,
The Directors have pleasure in presenting the Twenty-Fourth Annual
Report and the Audited Financial Results on the business and operations
of your Company for the financial year ended on March 31, 2011.
FINANCIAL RESULTS/HIGHLIGHTS
Rs. in crores
2010-11 2009-10
Income from Operations 325.96 246.98
Less :Interest 151.08 126.14
Less :Depreciation 50.44 46.47
Profit before Tax 124.44 74.37
Less : Provision for Taxation 21.79 22.50
Profit after Tax 102.65 51.87
Add : Balance brought forward 5.95 80.39
Amount available for appropriation 108.60 132.26
Less : Appropriations
Transferred to General Reserve 0.00 5.00
Dividend and Dividend Tax for
earlier year 0.00 0.50
Proposed dividend on equity shares 57.73 55.29
Corporate Tax on Dividend 9.37 9.27
Debenture Redemption Reserve 18.75 56.25
Balance carried to Balance Sheet 22.75 5.95
REVIEW OF OPERATIONS
The steel industry witnessed recovery during the financial year
2010-11. Consequently, coking coal and met coke being major raw
material for steel industry and market, also witnessed consolidation
with rise in prices. The Company reported higher income from operations
amounting to Rs.325.96 Crores during the financial year ended 31st
March, 2011 as compared to Rs 246.98 Crores during the previous year as
a consequence of better realizations and a continuous focus on cost
management during the year under review. Consequently, the net profit
after tax earned during the financial year ended 31st March, 2011 was
higher at Rs. 102.65 crores as compared to Rs. 51.87 crores during the
previous year.
DIVIDEND
The Directors are pleased to recommend a dividend of Re.1/- per Equity
Share of Rs.10 each and Re.1/- per "B" Equity Share of Rs.10 each
respectively for the year ended March 31, 2011. While there is no
change in rate of dividend as compared to previous year, the total
payout will amount to Rs.67.10 crores (with dividend tax) as compared
to Rs.64.56 crores (with dividend tax) for the previous year.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
In terms of Sections 205A & 205C of the Companies Act, 1956, the
company had transferred during the year under review, a sum of Rs.
5,99,015.50 (Rupees Five lacs, Ninety nine thousand fifteen and paise
fifty only) and Rs.7,56,351.93 (Rupees Seven lacs, Fifty six thousand,
three hundred fifty one and paise ninety three only) to the Investor
Education & Protection Fund created by the Central Government towards
dividend for the years 2002-03 & 2003-04 (1st interim) respectively,
since these dividend remained unclaimed for a period of 7 years.
ISSUE OF EQUITY
The Company allotted 4,98,19,421 "B" Equity Shares of Rs.10 each on
10th May, 2010 pursuant to a bonus issue in the ratio of 1 "B" Equity
Share of Rs. 10 each for every 10 Equity Shares held.
The Company also allotted 1,00,044 Equity Shares of Rs.10 each at a
premium of Rs.34.64 per share and 10,004 "B" Equity Shares of Rs. 10
each as bonus shares during the year under review, upon conversion of 1
(one) Zero Coupon Unsecured Foreign Currency Convertible Bonds (FCCBs)
of USD 100000 each issued in 2006.
The Company also allotted 85,50,000 Equity Shares of Rs.10 each at a
premium of Rs.55.78 per share and 8,55,000 "B" Equity Shares of Rs. 10
each as bonus shares upon conversion of warrants by promoters/promoter
group companies. The Company further allotted 4,26,795 Equity Shares of
Rs.10 each at a premium of Rs. 13.86 per share and 42,679 "B" Equity
Shares of Rs. 10 each as bonus shares upon conversion of Options issued
under Employee Stock Option Scheme, 2005 and 1,27,300 Equity Shares of
Rs. 10 each at a premium of Rs.8.05 per share and 12,730 "B" Equity
Shares of Rs. 10 each as bonus shares upon conversion of Options issued
under 2nd tranche of GNCL Employee Stock Options Scheme 2007.
QUALIFIED INSTITUTIONAL PLACEMENT
The Company made a Qualified Institutional Placement (hereinafter
referred to as QIP) comprising of 11% Secured Redeemable Non
convertible Debentures (NCDs) amounting Rs. 250 crores along with
2,08,00,000 Warrants at a conversion price of Rs.120 each to Qualified
Institutional Buyers during the year under review to raise funds for
capex and general corporate purposes.
NON-CONVERTIBLE DEBENTURES
During the year under review, the company redeemed Non- Convertible
Secured Redeemable Debentures (NCDs) for an amount of Rs. 150 crores
issued to Axis Bank Ltd. The NCDs outstanding at the end of the year
under review aggregated to Rs. 400 crores comprising of QIP issue of
NCDs amounting Rs.250 crores and NCD issued to LIC and nationalised
banks in the previous year(s) amounting to Rs. 150 crores.
STATUS OF FCCBs
Your Directors are pleased to inform that 1% Unsecured Foreign Currency
Convertible Bonds (FCCBs) of USD 55 million were fully converted by its
holders before its due date of redemption.
Further, at the year end, bonds worth USD 17.40 million remain
outstanding out of the Unsecured Zero Coupon FCCBs of USD 60 million
issued in 2006 and due for redemption in 2011. However, subsequent to
the close of the year under review, the Company has received notices
and it has since converted all the outstanding bonds worth USD 17.40
million on 8th April, 2011.
LISTING
Both the Equity Shares and "B" Equity Shares of your Company are listed
at the National Stock Exchange of India Limited (NSE) and Bombay Stock
Exchange Limited (BSE). The Non- convertible Debentures of the company
including Debentures issued under QIP are listed at Bombay Stock
Exchange. The warrants issued by the Company under QIP are listed at
both NSE and BSE.
BUSINESS PLANS
Coking Coal and Metcoke are commodities which are in high demand
globally. We at Gujarat NRE believe in investing in our capacities and
to take advantage of any upside in the market due to increased demand
and supply mismatch. The Metcoke producing capacity of the company in
India is presently at 1.43 MTPA which is planned for increase to 4 MTPA
in another 4-5 years at an investment of around Rs. 800 crores.
Similarly, there are plans to ramp up production of coking coal in
Australia mines to 6 MTPA by 2015 from existing production levels of
around 1.55 MTPA, at an additional investment of around AUD 400
million.
The company is in the process of commissioning its first waste heat
power plant of 15 MW out of the total 60 MW waste heat power generation
facilities being built near its coke plants. This only reiterates the
company's commitment to the environment, having already invested in
87.5 MW power generating capacity through wind mills.
SUBSIDIARIES
The consolidated financial statements presented by the company 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, Profit & Loss Account and other
documents of the subsidiary companies to the balance sheet of any
company upon compliance of certain conditions. As the company is in
compliance with these conditions, the Balance Sheet, Profit & Loss
Account and other documents of the subsidiaries are not attached to
this Annual Reports & Accounts. However, the annual accounts of the
subsidiary companies and related detailed information shall be made
available to the shareholders of the company and its subsidiaries
seeking such information at any point of time. The annual accounts of
the subsidiary companies are also available at the Registered office of
the Company during the working hours and also at the respective offices
of the Subsidiary companies.
FINANCIAL OBLIGATIONS
The Company has been regular in the payment of interest and/or
repayment of loans to financial institutions and/or banks or in meeting
its other financial obligations during the year under review.
CORPORATE GOVERNANCE
Your Company continues to be committed to Good Corporate Governance
aligned with best-of-breed practices. A Report on 'Corporate
Governance' as on 31st March, 2011 in accordance with the provisions of
Clause 49 to the Listing Agreement is annexed hereto. The same has been
certified by the Statutory Auditors of the Company. A Report on
Management Discussions & Analysis is also annexed hereto and forms a
part of this Report.
Chairman & Managing Director (CEO) and Chief Financial Officer (CFO)
have certified to the Board with regard to the financial statements and
other matters as required by clause 49 of the listing agreement and the
said certificate is also annexed to this Annual Report.
EMPLOYEE STOCK OPTION SCHEME
With a view to remain a preferred employer, Stock Options were granted
to the Directors/Employees of the Company/its subsidiaries under
Employee Stock Options Scheme 2005 and GNCL Employee Stock Options
Scheme 2007 during the financial years 2006-07 and 2007-08
respectively. The Directors further granted 32,14,000 options on
9.7.2010 under 3rd Tranche of GNCL Employee Stock Option Scheme, 2007.
The Options under Employee Stock Option Scheme 2005 got vested on 20th
January, 2010. The eligible employees/Directors exercised 10,58,224
options under this scheme till the end of the year under review.
As required by clause 12 of the SEBI (Employees Stock Option Scheme and
Employees Stock Purchase Scheme) Guidelines 1999, the disclosures with
regard to Stock Options in respect of both Employee Stock Option
Scheme, 2005 and GNCL Employee Stock Option Scheme 2007 as on 31st
March, 2011 are given in an Annexure to this report.
DIRECTORS
Dr Basudeb Sen and Mr Chinubhai R Shah, Directors of the Company retire
by rotation at the forthcoming Annual General Meeting and being
eligible, offer themselves for re-appointment in terms of the Articles
of Association of the Company.
The present tenure of Chairman & Managing Director, Mr Arun Kumar
Jagatramka would expire on 27th March 2012. It is proposed to reappoint
him as Chairman & Managing Director for a period of 5 years w e f 28th
March 2012 and a resolution seeking the approval of shareholders in
this regard is included in the notice of 24th Annual General Meeting.
Mr Rajendra Prasad Jain resigned from the post of Executive Director
with effect from 21st October 2010 due to health reasons.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, your
Directors confirm having
i) Followed in the preparation of the annual accounts, the applicable
accounting standards with proper explanation relating to material
departures, if any;
ii) 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 year under review and of the profit of the Company for the
year ended on that date;
iii) taken proper and sufficient care for the 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 or other irregularities; and
iv) prepared the annual accounts on a 'going concern basis'."
AUDITORS
M/s. N. C. Banerjee & Co., Chartered Accountants, the Statutory
Auditors hold office upto the forthcoming Annual General Meeting of the
Company and are eligible for reappointment to audit the Accounts of the
Company for the financial year 2011-12. As required under the
provisions of Section 224(1B) of the Companies Act, 1956, the Company
has received written confirmation from M/s. N C Banerjee & Co., that
their re- appointment as Auditors, if made, would be in conformity
within the limits prescribed in the said section and that they are not
disqualified from being appointed as the Auditors of the Company within
the meaning of Section 226 of the said Act.
AUDITORS' REPORT
The observations of the Auditors in their Report read with relevant
notes on the accounts, as annexed are self-explanatory and need no
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 information on Particulars of conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 forms a part of this Report as an Annexure. However, as
permitted by Section 219(1)(b)(iv) of the Act, this Annual Report is
being sent to all the members of the Company excluding the said
Annexure.
PARTICULARS OF EMPLOYEES
The information on Particulars of employees as required under Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 forms a part of this Report as
an Annexure. However, as permitted by Section 219(1) (b)(iv) of the
Companies Act, 1956 this Annual Report is being sent to all the members
of the Company excluding the said Annexure.
PERSONNEL / INDUSTRIAL RELATIONS
The Company maintained cordial and harmonious relations at all levels
at the offices and plants of the Company and its subsidiaries
throughout the year under review.
APPRECIATION
We wish to acknowledge the understanding, support and services of our
workers, staff and Executives which has largely contributed to
efficient operations and management of the Company during the year
under review. We also take this opportunity to express our deep sense
of gratitude to all our customers, dealers, suppliers, bankers,
government officials and all other business associates for their
continuous guidance and support to the Company and their continued
confidence in its management. We also take this opportunity to express
our sincere thanks to our shareholders and debenture holders for the
confidence and faith in our company.
For and on behalf of the Board
Place : Kolkata Arun Kumar Jagatramka
Date : 15th day of July, 2011 Chairman & Managing Director
Mar 31, 2010
The Directors are pleased to present the Twenty-third Annual Report
and the Audited Financial Results of the Company for the financial year
ended on March 31, 2010.
FINANCIAL RESULTS/HIGHLIGHTS
2009-10 2008-09
Income from Operations 246.98 357.01
Less: Interest 126.14 64.75
Less: Depreciation 46.47 39.35
Profit before Tax & Exceptional Items 74.37 252.91
Less: Exceptional Items 0.00 114.72
Profit before Tax 74.37 138.19
Less: Provision for Taxation 22.50 30.95
Profit after Tax 51.87 107.24
Add : Balance brought forward 80.39 90.88
Amount available for appropriation 132.26 198.12
Less : Appropriations
Transferred to General Reserve 5.00 -
Dividend & Dividend Tax for earlier year 0.59 0.02
Proposed dividend on equity shares 54.80 47.19
Corporate Tax on Dividend 9.10 8.02
Debenture Redemption Reserve 56.25 62.50
Balance carried to Balance Sheet 6.52 80.39
REVIEW OF OPERATIONS
The unprecedented crash in the commodity prices witnessed during the
second half of the financial year 2008-09 coupled with global financial
crisis had a major impact on the companys performance during the year
under review. The market took its own time to regroup, stabilise and
commence recovery. The lower commodity price along with the fall in
margins affected the companys topline and bottomline. Consequently,
the Company reported income from operations of Rs.246.98 Crores during
the financial year ended 31st March, 2010 as compared to Rs 357.01
Crores during the previous year. The net profit after tax earned during
the financial year ended 31st March, 2010 amounted to Rs. 51.87 crores
as compared to Rs.107.24 crores during the previous year.
ISSUE OF EQUITY
The Company allotted 1,91,008 Equity Shares of Rs.10 each at a premium
of Rs.24.31 per share during the year upon conversion of 6 (six) 1%
Unsecured Foreign Currency Convertible Bonds (FCCBs) of USD 25000 each
issued in 2005 and 50,02,240 Equity Shares of Rs.10 each at a premium
of Rs.34.64 per share upon conversion of 50 ( fifty) Zero Coupon
Foreign Currency Convertible Bonds (FCCBs) of USD 100000 each issued in
2006.
The Company also allotted 1,64,50,000 Equity Shares of Rs.10 each at a
premium of Rs.55.78 per share to promoters/promoter group companies and
40,00,000 Equity Shares of Rs.10 each at a premium of Rs.40 per share
to non-promoter entity on preferential/private placement basis apart
from an allotment of 6,31,429 Equity Shares of Rs.10 each at a premium
of Rs. 13.86 per share upon conversion of Options issued under Employee
Stock Option Scheme, 2005.
BONUS ISSUE
The Board recommended a bonus issue of "B" Equity Shares of Rs. 10 each
in the ratio of 1 "B" Equity Share for every 10 Equity shares held
during the year under review, to handover a new instrument to its
shareholders. These "B" Equity Shares carry similar rights as carried
by Equity Shares except right to vote as every 100 "B" Equity Shares
carry 1 voting right as compared to every Equity Share carrying 1
voting right.
This was 6th bonus issue by your Company in the span of last 7 years.
The Company accordingly allotted 4,98,19,421 "B" Equity Shares of Rs.
10 each on 10th May, 2010 after the close of year under review upon
receipt of approval from shareholders through Postal ballot and
requisite exemptions from SEBI.
ISSUE OF NON-CONVERTIBLE DEBENTURES
During the year under review, the company raised Rs. 50 crores through
issue of Non-Convertible Secured Redeemable Debentures (NCDs) on a
private placement basis to Corporation Bank and State Bank of Hyderabad
amounting Rs.40 crores and Rs. 10 crores respectively for Capex and
General Corporate purposes. The aforesaid NCD issues are in addition to
NCDs worth Rs. 250 crores issued to Axis Bank Ltd & Life Insurance
Corporation of India in the preceding years. The redemption of these
Debentures is being made as per their respective terms of issue.
QUALIFIED INSTITUTIONAL PLACEMENT
The Company also made a Qualified Institutional Placement (QIP)
comprising of 11% Secured Redeemable Non convertible Debentures
amounting Rs. 250 crores alongwith 2,08,00,000 Warrants at a conversion
price of Rs.120 each to Qualified Institutional Buyers on 29th April,
2010 after the close of year under review to raise funds for Capex and
General Corporate purposes.
STATUS OF FCCBs
Your Directors are pleased to inform that 1% Unsecured Foreign Currency
Convertible Bonds (FCCBs) of USD 55 million were fully converted by its
holders before its due date of redemption.
Further, at the year end, bonds worth USD 17.50 million remain
outstanding out of Unsecured Zero Coupon FCCBs of USD 60 million issued
in 2006 due for redemption in 2011.
DIVIDEND
The Directors are pleased to recommend a dividend of Re.1 per Equity
Share of Rs.10 each and Re.1 per "B" Equity Share of Rs.10 each for the
year ended March 31, 2010 as compared to Re. 1/- per Equity share for
the year ended March 31, 2009. The total payout will amount to Rs.63.90
crores (with dividend tax) as compared to Rs.55.80 crores for the
previous year.
TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND
In terms of Sections 205A & 205C of the Companies Act, 1956, the
company had transferred a sum of Rs.2,90,326.55 (Rupees Two lacs,
ninety thousand three hundred twentysix & paise fifty five only) to the
Investor Education & Protection Fund created by the Central Government
towards dividend for the year 2001-02 remaining unclaimed for a period
of 7 years.
LISTING
The equity shares of your Company are listed on the National Stock
Exchange of India Limited (NSE) and Bombay Stock Exchange Limited
(BSE). The FCCBs of the Company are listed on the Luxembourg Stock
Exchange (LuxSE) and the Non-convertible Debentures of the company
including debentures issued under QIP are listed at Bombay Stock
Exchange.
The warrants issued under QIP are listed at both Bombay Stock Exchange
and National Stock Exchange w.e.f. 18th May, 2010. The bonus issue of
"B" Equity Shares was also listed at both Bombay Stock Exchange and
National Stock Exchange w.e.f. 26th May, 2010.
BUSINESS PLANS
Your Company continues to focus its business plans on its core
competence i.e. coking coal and metcoke. It owns and operates through
its Subsidiaries, two coking coal mines in Australia having an
estimated resource of 560 million tonnes of good quality coking coal.
The mines are under production and are undergoing extensive expansion,
which would take the projected output to around 6 million tonnes in
next 3-4 years. It also holds strategic stakes in various resource
companies in Australia and New Zealand through its Australian
Subsidiaries.
The Company also plans to increase its existing metcoke producing
capacity of 1.25 MTPA by setting up Greenfield and Brownfield coke
plants in the States of Andhra Pradesh, Gujarat and Karnataka by
ramping up the total production capacity to around 4 million tonnes per
annum in a period of another 3-4 years.
In line with its commitment to cleaner environment, your Company has
already undertaken implementation of power plants through waste heat
recovery for captive consumption having a capacity of 60 MW which are
expected to be implemented in phases by 2011-12 in addition to the
existing capacity to generate 87.5 MW of power through wind mills.
SUBSIDIARIES
Your company strongly believes that coking coal imports would be
essential to keep the Indias steel dreams burning as India takes giant
strides in its quest to become second largest producer of steel by
2020. Accordingly, the Company has already invested around $ 300
million in its mining operations in Australia with plans to further
invest $ 400 million to ensure sufficient supply of coking coal to its
production facilities in India. The Company manages its mining
operations in Australia through its wholly owned subsidiary M/s.
Gujarat NRE Ltd and other wholly owned subsidiaries as well as step
down subsidiaries. The mining of premium quality low ash coking coal at
both the mines in Australia are going on as per schedule and it is
expected to cross 2 MTPA by the end of the financial year 2010-11. The
summary of financial performance of the these subsidiaries is provided
in the statements under Section 212 of the Companies Act, 1956 annexed
to the Annual Accounts.
The wholly owned Indian subsidiaries of the Company, M/s. Manor Dealcom
Pvt. Ltd recorded an income of Rs.3.72 lacs and net profit after tax of
Rs.3.13 lacs for the year under review as compared to an income of Rs.
0.80 Lacs and net profit after tax of Rs. 0.14 Lacs respectively
reported last year. M/s. Huntervalley Coal Pvt. Ltd recorded an income
of Rs.4.48 lacs and net profit after tax of Rs.3.78 lacs as compared to
an income of Rs. 0.74 Lacs and net profit after tax of Rs. 0.13 Lacs
respectively reported last year.
There is a requirement for attachment of Directors Report, Balance
Sheet & Profit & Loss Account of the subsidiaries to the Annual Report
& Accounts of the Company. The Central Government has granted an
exemption to your Company under Section 212(8) of the Companies Act,
1956 from the said requirement. Accordingly, the same have not been
annexed hereto. However, the Consolidated Financial Statements of the
Company prepared in accordance with Accounting Standard 21, which forms
a part of the Annual Report, have taken into account the financial
information of all the subsidiaries.
The Annual Accounts of the subsidiary Companies and the related
detailed information will be made available to the Companys and
Subsidiary Companys investors seeking such information at any point of
time. The Annual accounts of the Subsidiary Companies are also kept
open for inspection by any investor at the Registered Office of the
Company.
ACCOLADES
Your Company believes in continuously striving for Excellence, Quality
and Leadership with a commitment to improve. Therefore, your Company
continues to receive better rankings year on year and some notable
rankings of your Company for the year 2009 are as follows Ã
- The Financial Express has upgraded the Companys Composite rankings
to 146 among top 500 companies for the year 2009 as compared to a
ranking of 185 for the year 2008.
- Business Standard has ranked your company at 260 for the year 2009
among top 1000 companies as compared to a ranking of 374 for the year
2008.
FINANCIAL OBLIGATIONS
The Company has been regular in the payment of interest and/or
repayment of loans to financial institutions and/or banks or in meeting
its other financial obligations during the year under review.
CORPORATE GOVERNANCE
Your Company continues to be committed to Good Corporate Governance
aligned with best-of-breed practices. A Report on ÃCorporate
Governance as on 31st March, 2010 in accordance with the provisions of
Clause 49 to the Listing Agreement is annexed hereto. The same has been
certified by the Statutory Auditors of the Company. A Report on
Management Discussions & Analysis is also annexed hereto and forms a
part of this Report.
Chairman & Managing Director (CEO) and Chief Financial Officer (CFO)
have certified to the Board with regard to the financial statements and
other matters as required by clause 49 of the listing agreement and the
said certificate is also annexed to this Annual Report.
EMPLOYEE STOCK OPTION SCHEME
With a view to remain a preferred employer, Stock Options were granted
to the Directors/Employees of the Company/its subsidiaries under
Employee Stock Options Scheme 2005 and GNCL Employee Stock Option
Scheme 2007 during the financial years 2006-07 and 2007-08. The Options
under Employee Stock Option Scheme 2005 got vested on 20th January,
2010. The eligible employees/Directors exercised 6,31,429 options under
this scheme till the end of the year under review.
As required by clause 12 of the SEBI (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines 1999, the disclosures with
regard to Stock Options in respect of both Employee Stock Option
Scheme, 2005 and GNCL Employee Stock Option Scheme 2007 as on 31st
March, 2010 are given in an Annexure to this report.
DIRECTORS
Mr Subodh Kumar Agrawal and Mrs Mona Jagatramka, Directors of the
Company retire by rotation at the forthcoming Annual General Meeting
and being eligible, offer themselves for re-appointment in terms of the
Articles of Association of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that:
a) in the preparation of annual accounts for the financial year ended
March 31, 2010, the applicable accounting standards had been followed
and that no material departures have been made from the same;
b) the Directors had selected appropriate 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 year under review and of
the profit of the Company for the year ended on that date;
c) the Directors took proper and sufficient care for the 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 financial
year ending March 31, 2010 on a Ãgoing concern basis.
AUDITORS
M/s. N. C. Banerjee & Co., Chartered Accountants, who are Statutory
Auditors hold office upto the forthcoming Annual General Meeting of
the Company and are eligible for reappointment to audit the Accounts
of the Company for the financial year 2010-11. As required under the
provisions of Section 224(1B) of the Companies Act, 1956, the Company
has received written confirmation from M/s. 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
within the meaning of Section 226 of the said Act.
AUDITORS REPORT
The observations of the Auditors in their Report read with relevant
notes on the accounts, as annexed are self-explanatory and need no
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 information on Particulars of conservation of energy, technology
absorption and foreign exchange earnings and outgo as required under
Section 217(1)(e) of the Companies Act, 1956, read with the Companies
(Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1988 forms a part of this Report as an Annexure. However,
as permitted by Section 219(1) (b)(iv) of the Act, this Annual Report
s being sent to all the members of the Company excluding the said
Annexure.
PARTICULARS OF EMPLOYEES
The information on Particulars of employees as required under Section
217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975 forms a part of this Report as
an Annexure. However, as permitted by Section 219(1) (b)(iv) of the
Companies Act, 1956 this Annual Report is being sent to all the members
of the Company excluding the said Annexure. PERSONNEL / INDUSTRIAL
RELATIONS
Industrial Relations remained cordial and harmonious at the offices and
plants of the Company and its subsidiaries throughout the year under
review. APPRECIATION
Your Directors take this opportunity to express their deep sense of
gratitude to its customers, dealers, suppliers, bankers, government and
all other business associates for their continuous guidance and support
to the Company and their confidence in its management. We would also
like to place on record our sincere appreciation for the total
commitment, dedication and hard work put in by every member of Gujarat
NRE Family. We are deeply grateful to our shareholders for the
confidence and faith that they have always reposed in us.
For and on behalf of the Board
Arun Kumar Jagatramka
Chairman & Managing Director
Place : Kolkata
Dated the 9th day of July 2010
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