GUJARAT METALLIC COAL & COKE LIMITED

Transcription

1 GUJARAT METALLIC COAL & COKE LIMITED 22nd Annual Report

2 Gujarat Metallic Coal & Coke Limited BOARD OF DIRECTORS COMPANY SECRETARY CORPORATE IDENTIFICATION NUMBER (CIN) REGISTERED OFFICE AUDITORS BANKERS REGISTRAR & SHARE TRANSFER AGENT Mr. Dinesh Chandra Bajoria, Chairman & Managing Director Mr. Sajjan Kumar Tailor Dr. Raj Narayan Yadav (Appointed w.e.f ) Mrs. Kanta Bajoria (Appointed w.e.f ) Mr. Sunil Ranjan Sarkar (upto ) Mr. Gopal Sharma L24298WB1992PLC , Lenin Sarani, 4th Floor, Room no.402 Kolkata Phone & Fax : info@gujaratmetallic.com Website : M/s. N. C. Banerjee & Co. (Chartered Accountants) 2, Ganesh Chandra Avenue, Room No. 9, 1st Floor Kolkata HDFC Bank Ltd. Bank of Baroda Niche Technologies Private Limited D-511, Bagree Market, 5th Floor, 71, B.R.B. Basu Road, Kolkata Phone : / 7271 Fax No nichetechpl@nichetechpl.com CONTENTS No ce 01 Balance Sheet 28 Directors Report 04 Statement of Profit & Loss 29 Management Discussions and Analysis 17 Cash Flow Statement 30 Report on Corporate Governance 18 Notes to the Financial Statements 31 Auditors Cer ficate on Corporate Governance 23 Informa on regarding subsidiary company 40 Independent Auditors Report 24 Consolidated Financial Statements 41

3 NOTICE Annual Report NOTICE is hereby given that the 22nd Annual General Mee ng of the members of GUJARAT METALLIC COAL & COKE LIMITED will be held at The Circle Club, on the Rajarhat Newtown way, VIP Road, Opp. : Charnock Hospital, Kolkata , on Wednesday, 30th September, 2015 at a.m. to transact the following business: ORDINARY BUSINESS : 1. To receive, consider and adopt the audited Financial Statement of the Company for six months period ended 31st March, 2015 and the Reports of the Directors and Auditors thereon. 2. To appoint Auditors and to fix their remunera on. In this connec on, to consider and if thought fit, to pass the following resolu on as an Ordinary Resolu on: RESOLVED THAT M/s. N. C. Banerjee & Co., Chartered Accountants, (Registra on No E) be and are hereby reappointed as the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Mee ng un l the conclusion of next Annual General Mee ng at such remunera on as may be determined by the Board of Directors in consulta on with the Auditors. SPECIAL BUSINESS : 3. To consider and if thought fit, to pass with or without modifica on(s), the following resolu on as a Special Resolu on: RESOLVED THAT pursuant to provisions of Sec on 188 and other applicable provisions, if any, of the Companies Act, 2013 read with applicable Rules under Companies (Mee ngs of Board and its Powers) Rules, 2014 and in terms of applicable provisions of Lis ng Agreement executed with the Stock Exchanges (including any amendment, modifica on or reenactment thereof), consent of the members of the Company be and is hereby accorded for the following Related Party Transac ons entered/ to be entered with respect to purchase/ sale of goods i.e. Coal and Coke by the Company with effect from 1st April 2015 and every year therea er, up to the maximum amounts as men oned against the respec ve related party provided that transac ons with the respec ve related party may exceed such maximum amount so however that aggregate amount of related party transac ons shall not exceed Rs crores. Sl. No. Name of the Related Party Rela onship Maximum value per annum (in crores) 1. Ruchika Tradelink Pvt. Ltd. Common Directors Rs Dhrupad Traders Pvt. Ltd. Common Directors Rs Total Amount Rs RESOLVED FURTHER THAT the Board of Directors (including any commi ee of the Board) of the Company be and are hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolu on. By order of the Board For Gujarat Metallic Coal & Coke Ltd. Place : Kolkata Date : 30th May, Gopal Sharma Company Secretary NOTES : 1. The explanatory statement pursuant to Sec on 102 of the Companies Act, 2013, which sets out details rela ng to the special business, is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY / PROXIES NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fi y (50) and holding in the aggregate not more than ten percent of the total share capital of the Company. The instrument of Proxy in order to be effec ve, should be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the mee ng. A Proxy form is sent herewith. Proxies submi ed on behalf of the companies, socie es etc., must be supported by an appropriate resolu on/authority, as applicable. 3. A copy of the Annual Report for inter alia indica ng the process and manner of e-vo ng along with A endance Slip and Proxy Form is being sent in the permi ed mode. A copy of the Annual Report is also available for download at 4. The register of members and share transfer books of the Company would remain closed from 24th September, 2015 to 30th September, 2015 for the purpose of this Annual General Mee ng. 5. Instruc ons regarding Vo ng through electronic means I. In compliance with provisions of Sec on 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administra on) Rules, 2014 as amended by the Companies (Management and Administra on) Amendment Rules, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolu ons proposed to be considered at the Annual General Mee ng (AGM) by electronic means and the business may be transacted

4 Gujarat Metallic Coal & Coke Limited through e-vo ng Services. The facility of cas ng the votes by the members using an electronic vo ng system from a place other than venue of the AGM ( remote e-vo ng ) will be provided by Na onal Securi es Depository Limited (NSDL). II. The facility for vo ng through ballot paper shall be made available at the AGM and the members a ending the mee ng who have not cast their vote by remote e-vo ng shall be able to exercise their right at the mee ng through ballot paper. III. The members who have cast their vote by remote e-vo ng prior to the AGM may also a end the AGM but shall not be en tled to cast their vote again. IV. The remote e-vo ng period commences on 27th September, 2015 (9:00 am) and ends on 29th September, 2015 (5:00 pm). During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 23rd September, 2015, may cast their vote by remote e-vo ng. The remote e-vo ng module shall be disabled by NSDL for vo ng therea er. Once the vote on a resolu on is cast by the member, the member shall not be allowed to change it subsequently. V. The process and manner for remote e-vo ng are as under: A. In case a Member receives an from NSDL [for members whose IDs are registered with the Company/ Depository Par cipants(s)] : (i) Open and open PDF file viz; GUJMET remote e-vo ng.pdf with your Client ID or Folio No. as password. The said PDF file contains your user ID and password/pin for remote e-vo ng. Please note that the password is an ini al password. (ii) Launch internet browser by typing the URL: h ps:// ng.nsdl.com/ (iii) Click on Shareholder - Login (iv) Put user ID and password as ini al password/pin noted in step (i) above. Click Login. (v) Password change menu appears. Change the password/pin with new password of your choice with minimum 8 digits/characters or combina on thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confiden al. (vi) Home page of remote e-vo ng opens. Click on remote e-vo ng: Ac ve Vo ng Cycles. (vii) Select EVEN of Gujarat Metallic Coal & Coke Limited. (viii) Now you are ready for remote e-vo ng as Cast Vote page opens. (ix) Cast your vote by selec ng appropriate op on and click on Submit and also Confirm when prompted. (x) Upon confirma on, the message Vote cast successfully will be displayed. (xi) Once you have voted on the resolu on, you will not be allowed to modify your vote. (xii) Ins tu onal shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolu on/ Authority le er etc. together with a ested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scru nizer through to skghosh_1938@yahoo.co.in with a copy marked to evo ng@nsdl.co.in B. In case a Member receives physical copy of the No ce of AGM [for members whose IDs are not registered with the Company/Depository Par cipants(s) or reques ng physical copy] : (i) Ini al password is provided in the Annexure to this Annual Report. (ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote. VI. In case of any queries, you may refer the Frequently Asked Ques ons (FAQs) for Members and remote e-vo ng user manual for Members available at the downloads sec on of ng.nsdl.com or call on toll free no.: VII. If you are already registered with NSDL for remote e-vo ng then you can use your exis ng user ID and password/pin for cas ng your vote. VIII. You can also update your mobile number and id in the user profile details of the folio which may be used for sending future communica on(s). IX. The vo ng rights of members shall be in propor on to their shares of the paid up equity share capital of the Company as on the cut-off date of 23rd September, X. Any person, who acquires shares of the Company and become member of the Company a er dispatch of the no ce and holding shares as of the cut-off date i.e. 23rd September, 2015 may obtain the login ID and password by sending a request at evo ng@nsdl.co.in or info@gujaratmetallic.com However, if you are already registered with NSDL for remote e-vo ng then you can use your exis ng user ID and password for cas ng your vote. If you forgot your password, you can reset your password by using Forgot User Details/Password op on available on ng.nsdl.com or contact NSDL at the following toll free no.:

5 Annual Report XI. A member may par cipate in the AGM even a er exercising his right to vote through remote e-vo ng but shall not be allowed to vote again at the AGM. XII. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be en tled to avail the facility of remote e-vo ng as well as vo ng at the AGM through ballot paper. XIII. Mr. S. K. Ghosh, Prac cing Company Secretary (Membership No. ACS 4740 and C P No has been appointed for as the Scru nizer for providing facility to the members of the Company to scru nize the vo ng and remote e-vo ng process in a fair and transparent manner. XIV. The Chairman shall, at the AGM, at the end of discussion on the resolu ons on which vo ng is to be held, allow vo ng with the assistance of scru nizer, by use of Ballot Paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-vo ng facility. XV. The Scru nizer shall a er the conclusion of vo ng at the Annual General Mee ng, will first count the votes cast at the mee ng and therea er unblock the votes cast through remote e-vo ng in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scru nizer s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in wri ng, who shall countersign the same and declare the result of the vo ng forthwith. The Results declared alongwith the report of the Scru nizer shall be placed on the website of the Company www. gujaratmetallic.com and on the website of NSDL immediately a er the declara on of result by the Chairman or a person authorized by him in wri ng. By order of the Board For Gujarat Metallic Coal & Coke Ltd. Place : Kolkata Gopal Sharma Date : 30th May, 2015 Company Secretary Explanatory Statement in respect of the Special Business pursuant to Sec on 102 of the Companies Act, ITEM NO. 3 According to Sec on 188 of the Companies Act, 2013 read with rules 15 of Companies (Mee ngs of Board and its Powers) Rules, 2014, a Company can not enter into a contract or arrangement with the related par es exceeding certain prescribed limits except with a prior approval of the members by a special resolu on. Pursuant to clause 49 of the Lis ng Agreement, members prior approval is required for material related party transac ons. The Company in ordinary course of business do transac ons for sale/ purchase of goods with the related par es which are likely to exceed the limits prescribed under the relevant Rules and the provisions of the Lis ng Agreement. The details of the related party transac ons and the limits, up to which the approval is sought, are given in the Resolu on. The other related informa on as envisaged under Companies (Mee ngs of Board and its Powers) Rules, 2014 and amendments thereto, and the Company's Related Party Transac on Policy are furnished hereunder: Name of the Related Party Name of the Director or Key Managerial Personnel who are interested 3 Given in the Resolu on Mr. Dinesh Chandra Bajoria Mrs. Kanta Bajoria Mr. Sajjan Kumar Tailor Mr. Raj Narayan Yadav Common Directors & Shareholders Sale, purchase or supply of goods and materials viz. coal and coke upto a limit as given in the Resolu on. Nil Nature of Rela onship The nature, material terms, monetary value and par culars of the contract or arrangement Any other informa on relevant or important for the members to take a decision on the proposed resolu on The above contracts / arrangements / transac ons were approved by the Audit Commi ee at its mee ng held on 10th November, 2014 and the Board recommends the approval of the members by a special resolu on. The Directors of the Company viz. Mr. Dinesh Chandra Bajoria, Mrs. Kanta Bajoria, Mr. Sajjan Kumar Tailor and Mr. Raj Narayan Yadav are concerned or interested, financially or otherwise in passing of this resolu on. Except this, no Key Managerial Personnel of the Company or their rela ve is, either directly or indirectly, in any way concerned or interested, financial or otherwise, in passing of Special Resolu on. By order of the Board For Gujarat Metallic Coal & Coke Ltd. Place : Kolkata Date : 30th May, 2015 Gopal Sharma Company Secretary

6 DIRECTORS' REPORT Gujarat Metallic Coal & Coke Limited To The 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, FINANCIAL RESULTS (` in lacs) Par culars For 6 months ended For 12 months ended Total Income Total Expenditure Profit before Tax Less : Provision for Tax (0.19) 0.91 Profit a er Tax Add : Balance brought forward Adjustment for earlier year deprecia on (0.51) Adjustment for earlier year Deferred Tax on Deprecia on (0.15) Balance carried to Balance Sheet REVIEW OF OPERATIONS During the period ended under review, the Company has earned total income of ` lacs as against ` lacs registered in the previous year. During the period ended, the Company has earned Profit A er Tax of ` lacs as against ` 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 lis ng fees to the BSE for the financial year 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 posi on of Happy Mining Pty Ltd. is provided as a part of the financial statement. CORPORATE GOVERNANCE As required under Clause 49 of the Lis ng Agreement with the Stock Exchange, a report on the Corporate Governance along with Cer ficate 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, The Independent Directors have given declara ons that they meet the criteria of independence as laid down under Sec on 149(6) of the Companies Act, 2013 and Clause 49 of the Lis ng Agreement. Appointment of Addi onal Director : The Board has appointed Mrs. Kanta Bajoria as an addi onal director w.e.f to hold office upto the conclusion of the ensuing Annual General Mee ng. 4

7 Annual Report Number of Board Mee ngs held : The Board of Directors duly met five mes on , , , and PUBLIC DEPOSITS The Company has not accepted or renewed any Public Deposits, as defined under provisions of Chapter V of the Companies Act, DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirements under Sec on 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, your Directors hereby confirm and state that - a) in the prepara on of the annual accounts for the six months period ended 31st March, 2015, the applicable accoun ng standards have been followed along with proper explana on rela ng to material departures; b) they have selected such accoun ng policies and applied them consistently and made judgments and es mates 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 accoun ng records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preven ng and detec ng fraud and other irregulari es; 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 opera ng effec vely. f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are opera ng effec vely. AUDIT COMMITTEE The Audit Commi ee comprises of Mr. S. K. Tailor Chairman, and Mr. R. N. Yadav and Mr. D. C. Bajoria as Members. The commi ee 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, re res as Statutory Auditors of the Company at the ensuing Annual General Mee ng and are eligible for re-appointment. As required under Sec on 139 of the Companies Act, 2013, the Company has received a wri en confirma on from them to the effect that their reappointment, if made, would be subject to the condi ons 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 observa ons 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 explana on in this Report. CORPORATE SOCIAL RESPONSIBILITY (CSR) The provisions of Sec on 135 of the companies Act, 2013 rela ng to the corporate social responsibility are not applicable as the Company does not fall in any of the criteria men oned in that Sec on. SECRETARIAL AUDIT REPORT According to the provision of sec on 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remunera on of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submi ed by Mr. S. K. Ghosh, Company Secretary in Prac ce 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. 5

8 Gujarat Metallic Coal & Coke Limited RISK MANAGEMENT POLICY Board of Directors have formulated and implemented a risk management policy for the company. The Board has been addressing various risks impac ng the Company including iden fica on 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 Sec on 177 (9) & (10) of the Companies Act, 2013 and provisions of the Lis ng 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 par culars of employees required under Sec on 134 (3) (q) and Sec on 197 read with Rule 5 of the Companies (Appointment and Remunera on of Managerial Personnel) Rules, 2014 is not applicable to the Company as it did not pay during the year any remunera on to any of the Directors of the Company. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION, ETC. The Nomina on and Remunera on Commi ee of the Company has framed a suitable policy on Directors appointment which iden fies the qualifica ons, posi ve a ributes, independence of the Directors. The Commi ee has also recommended to the Board a Policy on remunera on 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 informa on and details to disclose pursuant to Sec on 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) rules, 2014 regarding conserva on of energy, technology absorp on. The foreign exchange earning and outgo during the year under review are as follows: a) Foreign Exchange Earning: ` Nil b) Foreign Exchange Outgo: ` Lakhs. RELATED PARTY TRANSACTIONS The disclosure of the Related Party transac ons 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 Sec on 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. ACKNOWLEDGEMENTS The Directors place on record their gra tude to the bankers, media, Government and other agencies for their assistance, coopera on and encouragement extended to the Company. The Directors also wish to place on record their sincere thanks and apprecia on for the con nuing support and uns nted efforts of investors and employees during the year under review. For and on behalf of the Board Place : Kolkata Date : 30th May, 2015 S. K. Tailor Director 6

9 Annual Report SECRETARIAL AUDIT REPORT Annexure A FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015 [Pursuant to sec on 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remunera on Personnel) Rules, 2014] To the Members, GUJARAT METALLIC COAL & COKE LIMITED I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate prac ces by Gujarat Metallic Coal & Coke Limited (hereina er called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evalua ng the corporate conducts/statutory compliances and expressing my opinion thereon. Based on my verifica on of the Company s books, papers, minute books, forms and returns filed and other records maintained by the company and also the informa on provided by the Company, its officers, agents and authorized representa ves during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the repor ng made hereina er: I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2015 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securi es Contracts (Regula on) Act, 1956 ( SCRA ) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regula ons and Bye-laws framed thereunder; (iv) Foreign Exchange Management Act, 1999 and the rules and regula ons made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) The following Regula ons and Guidelines prescribed under the Securi es and exchange Board of India Act, 1992 (SEBI Act) (a) The Securi es and Exchange Board of India (Substan al Acquisi on of Shares & Takeovers) Regula ons, 2011 (b) The Securi es and Exchange Board of India (Prohibi on of Insider Trading) Regula ons, 1992 (c) The Securi es and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regula ons, 2009 (d) The Securi es and Exchange Board of India (Employees Stock Op on Scheme and Employees Stock Op on Purchase Scheme), Guidelines, 1999 (e) The Securi es and Exchange Board of India (Issue and Lis ng of Debt Securi es (Regula ons, 2008 (f) The Securi es and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regula ons, 1993 (g) The Securi es and Exchange Board of India (De-lis ng of Equity Shares) Regula ons, 2009 (h) The Securi es and Exchange Board of India (Buy Back of Securi es) Regula ons, 1998 (vi) All other statutes and laws as may be applicable specifically to the company. I have also examined compliance with the applicable clauses of the following:- i) Secretarial Standards issued by the Ins tute of company Secretaries of India ii) The lis ng agreement entered into by the Company with BSE Ltd. during the period under review, the Company has complied with the provisions of the Act, Rules, Regula ons, Guidelines, Standards, etc. men oned above to the extent they are applicable.. As reported by the management the Company could not afford to appoint Chief Financial Officer as per the Companies Act, I further report that :- The Board of Directors of the Company is duly cons tuted with proper balance of Execu ve Directors, Non-Execu ve Directors and Independent Directors. The changes in the composi on of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate no ce is given to all directors to schedule the Board Mee ngs, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further informa on and clarifica ons on the agenda items before the mee ng and for meaningful par cipa on at the mee ng. Majority decision is carried through while the dissen ng members views are captured and recorded as part of the minutes. I further report that there are adequate systems and processes in the company commensurate with its size and opera ons to monitor and ensure compliance with applicable laws, rules, regula ons and guidelines. Samir Kumar Ghosh Place : Kolkata ACS No. : 4740 Date : 30th May, 2015 C P No. :

10 Gujarat Metallic Coal & Coke Limited FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN As on financial year ended on Pursuant to Sec on 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management & Administra on) Rules, I. REGISTRATION & OTHER DETAILS : Annexure B i. CIN L24298WB1992PLC ii. Registra on Date iii. Name of the Company Gujarat Metallic Coal & Coke Limited iv. Category/Sub-category of the Company Public Company limited by shares v. Address of the Registered office & contact details 155,Lenin Sarani, 4th Floor, Room no.402 Kolkata Phone & Fax : info@gujaratmetallic.com Website : vi. Whether listed company Yes. Listed on BSE Limited vii. Name, Address & contact details of the Registrar & Transfer Agent, if any. Niche Technologies Private Limited D-511, Bagree Market, 5th Floor, 71, B.R.B. Basu Road, Kolkata Phone : / 7271 Fax No nichetechpl@nichetechpl.com II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business ac vi es contribu ng 10% or more of the total turnover of the company shall be stated) SI. No. Name and Descrip on of main products / services NIC Code of the Product/service % to total turnover of the company 1. Trading in Coal & Coke % III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sl. No. Name and address of the Company 1 Happy Mining Pty Ltd. 96, Cahors Road, Padstow NSW 2211, Australia CIN/GLN Holding/ Subsidiary/ Associate % of share held Applicable Sec on N.A. Subsidiary 100 2(87) 8

11 Annual Report IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) A) Category-wise Share Holding Sl. No. Category of Shareholders No. of Shares held at the beginning of the year Demat Physical Total % of Total Shares No. of Shares held at the end of the year Demat Physical Total % of Total Shares % Change During The Year A. PROMOTERS (1) Indian a) Individual / HUF b) Centran Government c) State Government d) Bodies Corporate e) Banks / Financial Ins tu ons f) Any Other Sub-total (A)(1) (2) Foreign a) NRIs - Individuals b) Other - Individuals c) Bodies Corporate d) Banks / Financial Ins tu ons e) Any Other Sub-total (A)(2) Total Shareholding of Promoter (A) = (A)(1)+(A)(2) B. PUBLIC SHAREHOLDING (1) Ins tu ons a) Mutual Funds b) Banks / Financial Ins tu ons c) Central Governments d) State Governments e) Venture Capital Funds f) Insurance Companies g) Foreign Ins tu onal Investors (FII) h) Foreign Venture Capital Funds i) Others (Specify) Sub-total (B)(1)

12 Gujarat Metallic Coal & Coke Limited Sl. No. Category of Shareholders No. of Shares held at the beginning of the year Demat Physical Total % of Total Shares No. of Shares held at the end of the year Demat Physical Total % of Total Shares % Change During The Year (2) Non-Ins tu ons a) Bodies Corporate i) Indian ii) Overseas b) Individuals i) Individual shareholders holding nominal share capital upto ` 1 lakh ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh c) Others Specify 1. NRI Overseas Corporate Bodies 3. Foreign Na onals 4. Clearing Members Trusts 6. Foreign Bodies - D.R. Sub-total (B)(2) Total Public Shareholding (B) = (B)(1)+(B)(2) C. Shares held by Custodian for GDRs & ADRs GRAND TOTAL (A+B+C)

13 Annual Report B) Shareholding of Promoters Sl. No. Shareholder s Name No. of Shares Shareholding at the beginning of the year % of total Shares of the Company %of Shares Pledged / encumbered to total shares No. of Shares Shareholding at the end of the year % of total Shares of the Company %of Shares Pledged / encumbered to total shares % change in share holding during the year 1 ANUPAMA BAJORIA APARNA POLYFLEX PRIVATE LIMITED 3 ARVIND BAJORIA ARVIND BAJORIA (HUF) ARVIND COIRFOAM PVT. LTD ARVIND INTERNATIONAL LIMITED DINESH CHANDRA BAJORIA DINESH CHANDRA BAJORIA & OTHERS HUF 9 KANTA BAJORIA RAMESH CHANDRA BAJORIA RAMESH CHANDRA BAJORIA RUCHIKA BAJORIA RUCHIKA TRADE LINK PVT. LTD SMRITI BAJORIA TOTAL C) Change in Promoters Shareholding : Sl. No. Shareholder s Name Shareholding at the beginning of the year No. of Shares % of total Shares of the Company Cumula ve Shareholding during the year No. of Shares % of total Shares of the Company 1. ANUPAMA BAJORIA a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year APARNA POLYFLEX PRIVATE LIMITED a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year ARVIND BAJORIA a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year ARVIND BAJORIA (HUF) a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year

14 Gujarat Metallic Coal & Coke Limited Sl. No. Shareholder s Name Shareholding at the beginning of the year No. of Shares % of total Shares of the Company Cumula ve Shareholding during the year No. of Shares % of total Shares of the Company 5. ARVIND COIRFOAM PVT. LTD. a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year ARVIND INTERNATIONAL LTD. a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year DINESH CHANDRA BAJORIA a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year DINESH CHANDRA BAJORIA & OTHERS HUF a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year KANTA BAJORIA a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year RAMESH CHANDRA BAJORIA a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year RAMESH CHANDRA BAJORIA a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year RUCHIKA BAJORIA a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year RUCHIKA TRADE LINK PVT. LTD. a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year SMRITI BAJORIA a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year TOTAL

15 Annual Report D) Shareholding Pa ern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs) : Sl. No. For each the Top 10 shareholders Shareholding at the beginning of the year No. of Shares % of total Shares of the Company Cumula ve Shareholding during the year No. of Shares % of total Shares of the Company 1 ASTHA TOWER PRIVATE LIMITED a) At the Begining of the Year b) Changes during the year Date Reason 19/09/2014 Transfer /09/2014 Transfer /11/2014 Transfer /11/2014 Transfer c) At the End of the Year GAURAV VINIMAY PRIVATE LIMITED a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year GIRDHARI LAL JAGATRAMKA a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year JAINAM SHARE CONSULTANTS PVT. LTD a) At the Begining of the Year b) Changes during the year Date Reason 04/04/2014 Transfer /04/2014 Transfer /04/2014 Transfer /05/2014 Transfer /05/2014 Transfer /06/2014 Transfer /06/2014 Transfer /06/2014 Transfer /07/2014 Transfer /07/2014 Transfer /09/2014 Transfer /09/2014 Transfer /09/2014 Transfer /10/2014 Transfer /10/2014 Transfer /10/2014 Transfer /11/2014 Transfer /11/2014 Transfer

16 Gujarat Metallic Coal & Coke Limited Sl. No. For each the Top 10 shareholders Shareholding at the beginning of the year No. of Shares % of total Shares of the Company Cumula ve Shareholding during the year No. of Shares % of total Shares of the Company 28/11/2014 Transfer /12/2014 Transfer /12/2014 Transfer /01/2015 Transfer /02/2015 Transfer /02/2015 Transfer c) At the End of the Year MAHENDRA GIRDHARILAL a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year NEWAGE VINIMAY PRIVATE LIMITED a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year SAMPAD MISRA a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year SANTOSH KUMAR KHEMKA a) At the Begining of the Year b) Changes during the year Date Reason 30/09/2014 Transfer /01/2015 Transfer /02/2015 Transfer /02/2015 Transfer c) At the End of the Year SITESH TRADING(P) LTD. a) At the Begining of the Year b) Changes during the year [NO CHANGES DURING THE YEAR] c) At the End of the Year VARSHA CHUGH a) At the Begining of the Year b) Changes during the year Date Reason 31/12/2014 Transfer c) At the End of the Year

17 Annual Report Sl. No. For each the Top 10 shareholders Shareholding at the beginning of the year No. of Shares % of total Shares of the Company Cumula ve Shareholding during the year No. of Shares % of total Shares of the Company 11 YOGESH KUMAR GUPTA a) At the Begining of the Year b) Changes during the year Date Reason 21/11/2014 Transfer /11/2014 Transfer /12/2014 Transfer c) At the End of the Year TOTAL V) INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not due for payment. (` in 000) Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial period i) Principal Amount - 167, ,000 ii) Interest due but not paid - 4,630-4,630 iii) Interest accrued but not due Total (i+ii+iii) - 171, ,630 Change in Indebtedness during the financial period * Addi on 152, ,993 * Reduc on 7, , ,630 Net Change 145, , ,623 Indebtedness at the end of the financial period i) Principal Amount 143, ,000 ii) Interest due but not paid 2, ,993 iii) Interest accrued but not due Total (i+ii+iii) 145, ,993 VI) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remunera on to Managing Director, Whole me Director or Manager - NIL. B. Remunera on to Other Directors - NIL. C. Remunera on to Key Managerial Personnel other than MD/WTD/Manager - Sl. Par culars Company Secretary (` in thousand) 1) Gross Salary 304 2) Others NIL VII) PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES There are no penal es / punishment / compounding of offences under the Companies Act, 2013 against the Company / Directors / Other officers in default during the period under review. 15

18 Gujarat Metallic Coal & Coke Limited FORM AOC-2 Annexure C (Pursuant to clause (h) of sub-sec on (3) of sec on 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) Form for Disclosure of par culars of contracts/arrangements entered into by the company with related par es referred to in sub sec on (1) of sec on 188 of the Companies Act, 2013 including certain arm's length transac on under third proviso is given below: 1. Details of contracts or arrangements or transac ons not at Arm's length basis : Nil 2. Details of material contracts or arrangements or transac ons at Arm's length basis : Sl. No. Par culars Details a) Name(s) of the related party and nature of rela onship KMP has significant influence: a) Aparna Polyflex Pvt. Ltd. b) Ruchika Tradelink Pvt. Ltd. b) Nature of contracts/arrangements/transac ons Sale/Purchase of Coal & Coke c) Dura on of the contract/arrangement/transac on Six months period upto d) Salient terms of the contract/arrangement/transac on, including the value, if any Sale/Purchase of Coal & Coke at prevailing market price upto a value of ` 30 Crores. e) Date(s) of the approval by the Board f) Amount paid as advances, if any Note :- The material contracts or arrangements or transac ons at arm s length basis have been ascertained as per clause 49 f the Lis ng Agreement with the stock exchange. 16

19 Annual Report MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT FOR THE PERIOD ENDED 31ST MARCH, The Company is engaged in trading of coal and coke. Metallurgical Coke, being a deriva ve of coking coal is the main source of heat and is also the reducing agent required to facilitate the conversion of metallurgical ores into metal during the smel ng process. Coke is mainly consumed in Steel industry, Cement industry, furnaces for small cas ngs and gas producers among others OPPORTUNITIES & THREATS Thrust on development of infrastructure and manufacturing by the current government is likely to increase steel demand in the country. Coking Coal and Iron Ore are prime ingredients for produc on of steel. Hence, it can be understood that the demand for coking coal is due to improve in the coming years subject to favorable impetus from the government. Coke is also extensively used in the Foundries, Ferro Alloys, Steel and Chemicals industries. The Company foresees good scope in coke business. Global Demand for coking coal is expected to increase in the coming years though there is a dearth in demand at present. This will provide an excellent opportunity for the Company to grow. Although, fluctua on in demand in global steel industry or increase in use of other mode of steel Industry ie. Electric ARC furnace by steel industry or indiscriminate imports from China might act as a threat to the met coke Industry in India. RISKS & CONCERNS The prospects of the met coke industry are correlated with the prospects of the steel industry. Any adverse market condi ons like global recession, eurozone crisis and severe compe on from old and established players are the main concerns of the Company. The latest issue of dumping of met coke by Chinese manufacturers is a concern for the Company. OUTLOOK Though the current outlook of coke industry is weak due to weak economic environment, the demand of coke in the year to come is expected to increase due to con nuing Industrializa on and growth in the steel sector in the country. The biggest opportunity lies in the growing middle class in India and its burgeoning demand. Also indiscriminate dumping by Chinese coke manufacturers is a cause of grave concern. HUMAN RESOURCES During the year, the Company maintained harmonious and cordial rela ons with its employees. The Company has taken steps to create a sense of belongingness in the minds of the employees, which in turn ini ates them to give their maximum contribu on while gearing them to face the challenges in the compe ve business environment and to achieve the desired goals INTERNAL CONTROL SYSTEMS The Company has developed adequate internal control system commensurate to its size and business. The report of internal auditors is submi ed to the Audit Commi ee, which further review the adequacy of the Internal Control System. The Internal control system is supplemented by an extensive programme of internal audits, review by management, guidelines and procedures. DISCUSSION ON FINANCIAL PERFORMANCE The financial performance has been discussed in the Directors report. CAUTIONARY STATEMENT The report may contain statements that the Company believes are or may be considered to be forward looking statement that describes our objec ves, plan or goals. All these forward looking statements are subject to certain risks and uncertain es including but not limited to Government ac on, economic development, risks inherent in the Company s growth strategy and other factors that could cause the actual results to differ materially from those contemplated by the relevant forward looking statements. 17

20 REPORT ON CORPORATE GOVERNANCE Gujarat Metallic Coal & Coke Limited 1. PHILOSOPHY OF CORPORATE GOVERNANCE The Company believes in func oning in a transparent manner with basic philosophy being enhance shareholders value keeping in mind the needs and interest of other stakeholders, such as customer, Employee and community at large. The Company firmly believes that good Corporate Governance is the founda on of corporate excellence. Over the years your company has complied with the principles of corporate governance emphasizing on transparency and integrity. These have helped the Company to enhance stakeholders value accountability The clause 49 of the Lis ng Agreement with the Stock Exchange deals with Code of Corporate Governance. The details of compliances made by the company are as follows: 2. BOARD OF DIRECTORS Composi on and category The Board of Directors of the Company consists of persons with professional exper se. As on 31st March, 2015, the cons tu on of the Board was: One Promoter, Execu ve Director One promoter, Non-Execu ve Director Two Independent, Non-Execu ve Directors The composi on of the Board of Directors as at 31st March, 2015 and also the number of other Directorship or Board Commi ees of which he is a member/chairman is as under: Name of the Director Category No. of other Directorships in public Limited Companies No. of other Board / Commi ee posi on as Member Chairman Mr. Dinesh Chandra Bajoria Execu ve Chairman Nil Nil Nil Non-Independent Mrs. Kanta Bajoria Non-Execu ve/ Nil Nil Nil Non-Independent Mr. Sajjan Kumar Tailor Non-Execu ve/ Nil Nil Nil Independent Mr. Raj Narayan Yadav Non-Execu ve/ Nil Nil Nil Independent Notes: 1. Directorship in Foreign Companies, Private Limited Companies and Companies covered under sec on 8 of the Companies Act, 2013 have not been considered. 2. Only the posi ons held in other Commi ees, such as audit, remunera on and shareholders grievance commi ee in Indian Public Limited Companies have been considered. Mee ngs and A endance of Directors During the six months period under review, five Board Mee ngs were held the dates of such mee ngs were , , , and The a endance of the Directors at the Board Mee ngs held during the period ended 31st March, 2015 and the last Annual General Mee ng held on 30th December, Director No. of mee ngs held during their tenure No. of Board mee ngs a ended A endance at Last AGM Mr. Dinesh Chandra Bajoria 5 Nil No Mr. Sajjan Kumar Tailor 5 5 Yes Mr. Raj Narayan Yadav 5 5 Yes Note : Mrs. Kanta Bajoria has been appointed w.e.f Other provisions of the Board : The other provisions of the Board with regard to the minimum no. of mee ngs in a year with a maximum me gap of four months between any two mee ng and also the minimum informa on to be placed before the Board as prescribed 18

21 Annual Report in clause 49 of the Lis ng Agreement have been complied with. The Board reviews from me to me compliance report of all laws & regula ons applicable to the Company, as well as the steps taken by company to rec fy instances of noncompliances. 3. Board Commi ees : (a) Audit Commi ee: i) Terms of Reference: The terms of reference of the Audit Commi ee are in conformity with the requirements of Clause 49 of the Lis ng Agreement and Sec on 177 of the Companies Act, These broadly cover the following points: 1) To oversee the Company s financial repor ng process and the disclosure of its financial informa on to ensure that the financial statements are correct, sufficient and credible. 2) To review and recommend to the Board about the appointment, re-appointment and if required the replacement or removal of statutory auditors and fixa on of their remunera on. 3) To review with the management, the financial statements before submission to the Board, focusing primarily on Management Discussion and Analysis, Director s Responsibility Statement which forms part of the Director s Report, accoun ng policies, compliance with accoun ng standards, compliance with Stock Exchange and legal requirements and any related party transac ons etc. 4) To review with the management, external and internal auditors, the adequacy of internal controls systems & internal audit reports, if any, on internal control weaknesses. 5) To discuss with the Auditors on the scope and nature of Audit and also to have post Audit discussion to ascertain any area of concern. 6) To review the Company s financial and risk management policies. 7) A statement of material related party transac ons, if any. 8) To undertake such other ma ers as may be delegated by the Board from me to me. ii) Composi on : The composi on of the Audit Commi ee as at 31st March,2015 is as follows: 1. Mr. Sajjan Kumar Tailor (Independent, Chairman) 2. Mr. Raj Narayan Yadav (Independent) 3. Mr. Dinesh Chandra Bajoria (Non-Independent) The Company Secretary acts as Secretary to the Commi ee. (b) (c) Mee ngs and A endance During the six months period ended on 31st March,2015, 2(Two) mee ngs were held on 29th November, 2014 and 14th February, The a endance of the Audit Commi ee Members is as follows: Name of the Member Mee ngs Held during their Tenure Mee ng a ended Mr. Sajjan Kumar Tailor 2 2 Mr. Dinesh Chandra Bajoria 2 Nil Mr. Raj Narayan Yadav 2 2 The Statutory Auditors also a ends the mee ng whenever required. The minutes of the mee ngs of Audit Commi ee are also placed before the Board and discussed. Directors remunera on and disclosure During the year ended on 31st March,2015, no compensa on either in form of remunera on, si ng fees or otherwise was paid to the execu ve and non-execu ve Directors. Nomina on & Remunera on Commi ee Nomina on & Remunera on Commi ee consists of following members as on Mr. Raj Narayan Yadav (Chairman) 2. Mr. Sajjan Kumar Tailor 3. Mrs. Kanta Bajoria 19