DIRECTORS’ REPORT Dear Members, Your Directors have great pleasure in presenting before you the 34th Annual Report of your Company together with the audited financial statements and Auditors' Report for the financial year ended 31st March, 2015. Performance Highlights: Physical Performance During the year under report, your Company's Alumina Refinery plant at Damanjodi produced 18.51 lakh MT of alumina hydrate against previous best of 19.25 lakh MT. Steam Generation Plant (SGP) achieved the highest ever net power generation of 433 MU surpassing previous best of 423 MU. The Aluminium Smelter produced 3.27 lakh MT of metal against previous best of 4.44 lakh MT and compared to 3.16 lakh MT produced during last year. Your Company continued to restrict metal production in line with the availability of linkage coal due to low LME price of Aluminium, hence lower production of cast metal. Smelter achieved the highest ever production of Wire Rod of 96,070 MT surpassing previous best of 87,991 MT produced during 2013-14. Tee Ingot production of 39,803 MT was the highest ever since inception surpassing previous best of 14,461 MT achieved during 2011-12. The Captive Power Plant generated 5,131 MU of Net Power against previous best of 6,608 MU and compared to 4,989 MU generated during previous year. The 50.4 MW Wind Power Plant-I of your Company at Gandikota, Andhra Pradesh generated 115 MU of wind energy compared to 116 MU generated during the last financial year and the 47.6 MW Wind Power plant-II at Jaisalmer, Rajasthan generated 66 MU of wind energy compared to 34 MU during 2013-14. Your Company has successfully commissioned 260 KWp roof top solar power system at its Corporate Office and township buildings at Bhubaneswar. During the year 167 kilo units of solar energy was generated. Sales Performance: Chemicals Chemical sale during 2014-15 was 12,24,643 MT compared to 13,42,761 MT achieved during 2013-14. This includes Calcined Alumina export of 11,84,595 MT during 2014-15 as compared to 13,09,473 MT exports made during 2013-14. Metal The total metal sales during 2014-15 were 3,26,080 MT compared to 3,19,663 MT during 2013-14. Total metal sale consists of domestic sale of 2,65,328 MT and export of 60,752 MT. The domestic sale includes Wire Rod sale of 96,070 MT which is the highest ever sales made since inception, surpassing the previous best of 87,969 MT achieved during 2013-14. You will be pleased to know that your Company achieved highest ever Tee Ingot sale of 36,716 MT surpassing previous best of 14,460 MT achieved during 2013-14 and exported 1,529 MT of Tee Ingots for the first time during the year under report. Financial Performance: You will be pleased to know that your Company achieved a Profit After Tax of Rs.1,322 crores during the year as compared to Rs. 642 crores during the previous year with an increase of 106% over previous year. Dividend and Appropriations: Your Board has recommended a final dividend of Rs. 0.50 per share (10% on the equity shares of Rs. 5/- each) for the financial year 2014-15 in addition to the interim dividend of Rs. 1.25 per share (25% on equity share of Rs. 5/- each), already paid in March, 2015. The total dividend payout for the financial year 2014-15 works out to Rs. 451.02 crore as against Rs. 386.59 crore for the previous year. The final dividend will be paid after approval in the Annual General Meeting. Your Directors propose to transfer Rs. 780 crore to General Reserve Account from the profits of the year 2014-15 as against Rs.190 crore transferred in 2013-14. MoU Performance: Based on financial performance and achievement of other parameters laid down, your Company is likely to be rated 'Excellent' as per the Memorandum of Understanding (MoU), signed by the Company with the Government of India for the Financial Year 2014-15. Human Resources Management: Presidential Directives on SC/ST reservation As per Presidential Directives, efforts have been made for recruitment/promotion of SC/ST/OBC candidates. The Company is also complying with the provisions of the Persons with the Disabilities Act, 1995. In order to have a control over the implementation of Presidential Directives as well as Government instructions, Liaison Officers for SC/ST/OBC have been appointed to look after the reservation matters for SCs/ STs/OBCs as well as Persons with Disabilities (PWD). As on 31.03.2015, out of 7,320 employees (including Trainees) on the Company's roll, there were 1,194(16.31%) SCs, 1,324 (18.09%) STs, 789 (10.78%) OBCs and 84 (1.15%) PWDs. As can be seen from the above, every third employee in the Company belongs either to SC or ST category. The total number of lady employees in the organization stands at 355. Industrial Relations: The general industrial relation climate in the Company remained cordial throughout the year, which helped the organization to achieve excellent results. The Recognized Unions as well as Officers' Associations of the Company played a very vital role in helping the management in effective decision making process leading to cost controland sustainability. In order to enhance the motivation level among the employees, revised Productivity Linked Incentive Scheme was implemented. Security as well as productivity of the Company was addressed by successful implementation of bio-metric attendance system throughout the Company. SA 8000:2008 As a step towards creating and maintaining decent work place, your Company continued to implement SA 8000:2008 Standard. All Units including Corporate Office have been recertified to SA 8000 Standard as on date and the certificates will be renewed whenever they fall due. HR Audit For evaluating the effectiveness and performance of Human Resource Department regarding HR Policies, Systems and Procedures, your Company conducted HR Audit at Corporate Office in first phase and will be continued in others Units also. Succession Planning Policy In order to effectively fill the key senior positions in the organization, your Company has framed a Succession Planning Policy for DGM and above posts and to identify a talent pool from which it can develop potential successors. Employee Satisfaction Survey A satisfied employee is an asset for any organization. It is only when a person is free from any grievances or conflict with the organization or satisfied with the work assigned to him that he or she will be able to put in his best efforts in the performance of his organizational role. To find out the satisfaction index of the same, your Company conducted Employee Satisfaction Survey throughout the organization, which indicates job satisfaction level of 73.73% among non-executive employees and 64.33% among executives. Corporate Social Responsibility (CSR): You will be pleased to know that while the Company has been taking up peripheral development activities and CSR activities since inception, a detailed CSR policy in line with the Section 135 of the Companies Act, 2013 was approved by the Board and has been placed in the Company's website, i.e. www. nalcoindia.com. The Company has adopted all the thrust areas identified in the Schedule-VII of the Companies Act, 2013 relating to CSR. During the year, the Company has spent Rs. 19.09 crore as against the mandated spending of Rs. 20.14 crore. The Company has earmarked the unspent amount for CSR activities to be taken up during the subsequent years. A detailed report on CSR activities prepared in line with various applicabale provisions of the Companies Act, 2013 is attached at Annexure-I. Visit of Parliamentary Committees: During the year under review, the following Parliamentary Standing Committees reviewed relevant areas: • Standing Committee on Coal & Steel on 12.02.2015 • Standing Committee on Labour during 14.02.2015 and 15.02.2015 Management Discussion & Analysis Report: Management Discussion & Analysis report in line with Clause-49 of the Listing Agreement is placed at Annexure-II to this report. The report also contains: (a) various initiatives undertaken to further business development. (b) the details of risk management initiatives, the details in respect of adequacy of internal financial controls with reference to the financial statements. (c) various initiatives taken up in the field of Environment Management at different units of your Company. Computerization Activities: Information and Communication Technologies are a strong enabler for the Company's business processes and also support the production and manufacturing systems. The basic business processes like Procurement, Inventory management, Finance and Accounting, Marketing and Sales, Human Resource Management are implemented in SAP ERP and provide instant enterprise wide data at necessary levels in the management. Legacy applications outside of SAP are also being centralized to obtain similar benefit. The in-house Data Centre at Corporate Office, Bhubaneswar, hosts all the centralized applications and enterprise services, and is backed by a Disaster Recovery site located at Damanjodi, and redundant fault tolerant wide area network. Network infrastructure at Corporate Office has been upgraded to 10 Gbps fault tolerant state of the art solution, and work is in progress for similar implementation at all Plants. The bandwidth to internet, as well as data links to Plants have been widened suitably to allow higher throughput in the circuit. Biometric attendance solution was rolled out at all Units for the employees, and has been fully stabilized. Video conferencing infrastructure has been enhanced resulting in day-to-day use of this facility. New initiatives like collaboration, intranet socials and mobility are being explored to provide enhanced value to individuals and groups. Company e-mail is already available on smart phones. There is a concerted move to reduce paper consumption by control on printers, and proposals are underway for digitization of documents and establishing Knowledge Management solutions. The e-governance progress continued with stabilization of Material procurement by e-tendering on SRM7 of SAP, and Service procurement by e-tendering on CPP Portal of NIC. Strengthening of employee services is on the anvil to provide online application and approval of leave, loans and employee bills. On-line performance appraisal for executives and recruitment through online applications are well established. Total Quality Management: Integrated Management System Recertification audits of all the five units i.e. Smelter, CPP, Alumina Refinery, Mines & Port Facilities to OHSAS 18001 was successfully completed. These audits were conducted along with scheduled surveillance audits of Integrated Management Systems (IMS) in respect of ISO 9001 and ISO 14001 at the above units. Successful completion of all the above audits, enables continuation of IMS comprising of ISO 9001, ISO 14001 & OHSAS 18001 systems at all the five units during the financial year. Energy Management During this year, Energy Management Systems (EMS) conforming to ISO 50001 was successfully implemented at Smelter and the unit was certified in August, 2014. With this all the three energy intensive units of NALCO i.e. Alumina Refinery, Smelter & CPP are certified to ISO 50001. Quality Circle: You will be pleased to know that the All Odisha Quality Circle Convention, a premier event in the Quality movement of the state, was organised by your Company for the 19th year in succession, during April, 2014. The convention witnessed, participation of 34 Quality Circles, TPM Circles from twenty units of different organisations in the state. Eleven Quality Circles (QCs) from the Company participated in National Convention on quality organised by QCFI at Pune in December, 2014. Seven QCs qualified for the highest category i.e. Par-Excellence award. Three QCs of the Company participated in state level competition organised by CII at Bhubaneswar during November, 2014 from which two QCs qualified & participated in the regional convention at Kolkata during December, 2014. Implementation of Official Language Policy: Your Company is continuing its efforts in implementation of Official Language Act, 1963 and Official Language Rules,1976. In that direction the following actions were taken during the year: • All the papers coming under Section 3(3) of Official language Act have been issued in bilingual form. • Incentives & cash awards were given to the employees who passed Praveen and Pragya Exam in Hindi under Hindi Teaching Scheme, Govt. of India. • 12 Official Language Implementation Committee Meetings were held at Corporate Office, S&P Complex and M&R Complex. • 4 Hindi workshops were organized, training 91 employees. • Observed Hindi fortnight at Corporate Office and S&P Complex. Hindi week was observed in M&R Complex. Hindi divas was observed at Corporate Office and M&R Complex. • Organised many competitions for Hindi speaking, Non-Hindi speaking employees and students and prizes were distributed. Sports: Your Company is playing a vital role in the region in development of various sports. As a part of promotion of sports, your Company sponsored Champions Trophy Hockey tournament in which 8 countries participated. Your Company also sponsored Nalco Cup State Hockey Championship, Nalco Cup State Open Tennis Tournament, Nalco Cup Basketball Championship, Nalco Cup Golf Invitation Tournament of Eastern Zone and Nalco Cup Volleyball Championship, etc. Your Company also organized All India Public Sector Volleyball Tournament-2014 at S&P Complex, Angul. To encourage sports talent, various athletes of Odisha who participated in National and International events were felicitated during the year. Vigilance: Vigilance department, in your Company acts as an aid and assistance to the management in various functions to prevent corruption and brings transparency in the system. Your Company has implemented IT in the form of e-tendering, e-payments, e-auctioning etc. Preventive vigilance activities of the department such as surprise checks, sample tests, regular inspections, CTE type intensive examinations etc., were given priority and lapses were brought to the notice of management. For creating awareness among employees, VigilanceAwareness Week was celebrated from 27.10.2014 to 01.11.2014 at all the units of your Company including Corporate Office and Regional Offices. Apart from the seminars, various competitions like elocution competition were organized among the employees, spouses, school and college students in different languages and prizes were distributed to the winners. During the year, 12 vigilance awareness training programs were organized at different locations of the organization for sensitizing employees about various rules, CVC guidelines to bring about transparency in the system. The Company has established 'Whistle Blower Policy' and 'Fraud Prevention Policy' which are placed in the Company's website www.nalcoindia.com for easy accessibility. Your Company is also covered under the Whistle Blower Policy of Government of India. Right to Information : In order to promote transparency and accountability, an appropriate mechanism has been set up across your Company in line with 'Right to Information Act,2005'.Your Company has nominated CPIO/APIO/Appellate Authorities at its Corporate Office, Units and Branch Offices to provide required information to the citizens under the provisions of the Act. Listing in Stock Exchanges & Payment of Listing Fees: The equity shares of your Company continued to be listed on BSE Limited and NSE Ltd, the premier stock exchanges of the country, having nationwide trading terminals. The listing fee for the year 2014-15 was paid to these stock exchanges on time. Payment of Annual Custody/Issuer Fees to Depositories: The in-house Share Registry of your Company is providing services of both physical and electronic segments of share transfer and allied activities under one roof as per SEBI guidelines. For the purpose of holding shares in electronic mode, your Company has established direct electronic connectivity with both the Depositories (NSDL & CDSL) since the Depository services started in India. Annual connectivity fees and custody fees/issuer fees for the year 2014-15 were paid to both NSDL and CDSL on time. Business Responsibility Report: In line with clause 55 of the Listing Agreement, a Business Responsibility Report for 2014-15 describing various initiatives taken by the Company on social, environmental and governance perspective, is attached at Annexure-III which forms part of this Annual Report. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: The particulars relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, as required to be disclosed under the Companies Act, 2013 are given in the Annexure-IV to this report. Directors' Responsibility Statement: Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that; • in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; • the Directors had 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 financial year and of the profit and loss of the Company for that period; • the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; • the Directors had prepared the annual accounts on a going concern basis; and • the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. • the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Corporate Governance: A report on Corporate Governance in line with Clause 49 of the Listing Agreement and DPE guidelines is prepared and placed at Annexure-V to this report. Contracts and Arrangements with Related Parties The Company has not entered into any contracts or arrangements with Related Parties during the year under report. Any transactions by a Government Company in respect of contracts and arrangements entered into with any other Government Company is exempted under Section 188 of the Companies Act, 2013 as notified by Ministry of Corporate Affairs vide notification dated 5.6.2015. Accordingly, the disclosure of Related Party transactions in form AOC-2 is not applicable. The Policy on Related Party Transactions has been approved by the Board and placed in the Company's website, i.e. www. nalcoindia.com which can be accessed to. Your Directors draw the attention of the members to Note No. 48 of the financial statements which sets out related party disclosures. Directors and Key Managerial Personnel In accordance with the provisions of the Act, the Board of Directors have appointed the following as Key Managerial Personnel: • Shri T.K. Chand, Chairman-cum-Managing Director (w.e.f.27.07.2015) • Shri Ansuman Das, Chairman-cum-Managing Director (Upto 30th April, 2015) • Shri S S Mahapatra, Director (Production) upto 31.12.2014. • Shri N.R. Mohanty, Director (P&T) • Shri S.C. Padhy, Director (HR) • Shri K.C.Samal, Director (Finance) • Ms. Soma Mondal, Director (Commercial) • Shri V. Balasubramanyam, Director (Production) w.e.f 01.01.2015 • Shri K.N. Ravindra, Executive Director - Company Secretary The Company has received declaration from the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Listing Agreement with Stock Exchanges. However, both the Independent Directors tenure ended on 9.7.2015. Meetings of the Board During the year, nine Board meetings were held. For further details, please refer to report on Corporate Governance placed in this Annual Report. Various Sub-committees of the Board The details of various Sub-committees of the Board including Audit Committee, their composition, terms of reference, details of meetings held are given in the Corporate Governance Report attached to this report. Extract of Annual Return Extract of Annual Return of the Company is annexed herewith as Annexure -VI to this Report. General Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under report: • Details relating to deposits covered under Chapter V of the Act. • Issue of equity shares with differential rights as to dividend, voting or otherwise. • Issue of shares, sweat equity shares and ESOS to employees of the Company. • Neither CMD nor the Whole-time Directors of the Company receive any commission from the Company. • No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. Your Directors also state that no disclosure or reporting is required in respect of the following areas as they are exempted for Government Companies by Ministry of Corporate Affairs vide notification dated 5th June, 2015. • Company's policy on Directors, appointment and remuneration including criteria for determining qualification, attributes, independence, etc. as per Section 134(3)(e) and Section 178(1) & (3). • Manner in which formal Annual Evaluation of performance of Board, its Committees and individual Directors as per Section 134(p) read with Rule 8 (4) of Companies (Accounts) Rules. • Ratio of remuneration of each Director to the median employee's remuneration and other prescribed details as per Section 197(12) read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules. Your Directors further state that during the year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Particulars of loans, guarantees and investments Particulars of loans, guarantees and investments form part of Note No.11,12,13,14,18 and 19 respectively to the financial statements provided in the Annual Report. Particulars of Joint Venture Companies and Associated Companies Particulars regarding joint venture companies and associated companies form part of Note 35 of the Financial Statements provided in the Annual Report. Awards & Recognitions: Your Company continued to receive accolades from different organizations for its performance in various fields. The following awards received during the year 2014-15, stand ample testimony for the same: • Performance Excellence Award-2013, in Golden Category from Indian Institution of Industrial Engineering. • Eastern Region Export Excellence Gold Trophy from Federation of Indian Export Organizations (FIEO) for the year 2012-13, in Premier Trading House category. • "Sita Ram Rungta Social Awareness Award 2013-14", instituted by Federation of Indian Mineral Industries (FIMI) for Panchpatmali Bauxite Mines. • National Energy Conservation Award of Central Electricity Authority (CEA), Ministry of Power, for Energy Conservation in the Aluminium Sector for the year 2012 for M&R Complex. • Kalinga Safety Award in Aluminium sector for the year 2013 for Refinery by Odisha State Safety Conclave. • EEPC (Engineering Export Promotion Council, Eastern Region)'s Gold Trophy, as Top Exporter in the Large Enterprise Category, for its outstanding export performance during the year 2012-13. • First prizes for Panchpatmali Bauxite Mine in Electrical Installations, Welfare Amenities, First Aid, OHC Facilities, Second prizes in Storage, Transport & use of explosives, maintenance of HEMM & workshop, overall performance and third prize in First Aid Competition categories during Odisha Metalliferrous Mines Week. Comments of Comptroller and Auditor General of India on the financial statements of the Company: You will be pleased to know that your Company has received 'Nil' comments on the financial statements for the year.Their comments are placed elsewhere in this Annual Report. Statutory Auditors M/s. Agasti & Associates and M/s. ABP & Associates were appointed as Joint Statutory Auditors of your Company by the Comptroller and Auditor General of India for the financial year 2014-15. The report of the Statutory Auditors is enclosed to this report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments. M/s. Guha, Nandi & Co., Chartered Accountants, Kolkata have been appointed as Statutory Auditors for the year 2015-16 by C&AG in place of M/s. Agasti & Associates. Cost Auditors As per Cost Audit Orders, Cost Audit is applicable to the Company for the financial year 2014-15. In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Dhal & Co. were appointed as Cost Auditors to conduct the audit of cost records of your Company for the financial year 2014-15. Your Company will submit its Cost Audit Report to the Ministry of Corporate Affairs within the stipulated time period. M/s. Tanmaya S Pradhan & Co., Sambalpur have been appointed as Cost Auditors for the year 2015-16. Secretarial Auditor In terms of Section 204 of the Act and Rules made there under, M/s Saroj Ray & Associates, Practicing Company Secretaries have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditors together with the explanations of the management on the qualifying remarks of Secretarial Auditors is enclosed as Annexure--VII to this report. Internal Auditors Your Company appointed the following auditing firms for carrying out internal audit functions of your Company for the financial year 2014-15: M/s Tej Raj & Pal (for Corporate Office, Bhubaneswar) M/s SCM & Associates. (for Smelter Plant, Angul) M/s GNS & Associates (for CPP, Angul) M/s G.R Kumar & Co. (for M&R Complex, Damanjodi & Port Facilities, Visakhapatnam) M/s P. Agarwal & Associates (for Northen Regional Office, New Delhi) M/s DPSV & Associates (for Eastern Regional Office, Kolkata) M/s Kumbhat & Co. (for Southern Regional Office, Chennai) M/s D S Sukla & Co. (for Western Regional Office, Mumbai) Directors The following changes took place in the Board of Directors of your Company since the last report: Appointment: • Shri T K Chand, was appointed as Chairman-cum-Managing Director w.e.f 27.07.2015 • Dr. N K Singh, Joint Secretary was appointed as Part time Official Director w.e.f 12.11.2014. • Shri V Balasubramanyam was appointed as Director (Production) w.e.f 01.01.2015. • Consequent upon superannuation of Shri Ansuman Das on 30.04.2015, Shri N R Mohanty, D(P&T) was given additional charge of the post of CMD w.e.f. 01.05.2015 to 26.07.2015. Cessation: • Shri D S Mishra, Joint Secretary ceased to be part-time official Director on the Board of your Company w.e.f. 11.07.2014. • Shri S S Mahapatra, Director (Production), superannuated on 31.12.2014. Consequently, he ceased to be Director on the Board of your Company w.e.f 01.01.2015. • Shri G P Joshi and Shri S S Khurana, Independent Directors ceased to be Directors on the Board of your Company w.e.f 15.09.2014. • Shri Madhukar Gupta and Shri G H Amin, Independent Directors ceased to be Directors on the Board of your Company w.e.f 27.12.2014. • Shri Ansuman Das, CMD of your Company superannuated on 30.04.2015. Consequently, he ceased to be a Director on the Board of your Company w.e.f 01.05.2015. • Shri Qaiser Shamim and Shri Sanjiv Batra, Independent Directors ceased to be Directors on the Board of your Company w.e.f. 10.07.2015. Your Directors wish to place on record their appreciation for the valuable services rendered by S/Shri D S Mishra, S S Mahapatra, G P Joshi, S S Khurana, Madhukar Gupta,G H Amin, Ansuman Das, Qaiser Shamim and Sanjiv Batra during their tenure on the Board of your Company. Acknowledgement The Board of Directors, with deep sense of appreciation, acknowledges the guidance and co-operation received from Government of India particularly from Ministry of Mines and other Ministries/Departments of the Government of India, Government of Odisha, Mahanadi Coalfields Ltd., Indian Railways, CISF, other Government agencies and CPSEs. The Board also expresses their sincere thanks to the Comptroller and Auditor General of India, the Principal Director of Commercial Audit & Ex-officio Member, Audit Board, Kolkata, Statutory Auditors, Cost Auditors, Secretarial Auditors, Internal Auditors, Bankers and JV Partners, business associates for the co-operation rendered by them. Your Directors also acknowledge the support extended by the valued and esteemed domestic and international customers, vendors, solicitors and also look forward for maintaining such mutually supportive business relationship in the coming years too. The success of your Company is due to commitment, hard work and dedicated efforts made by all the employees at various levels and due to the active support and co-operation received from the Trade Unions & Officers' Associations during the year under report. For and on behalf of Board of Directors (T K Chand) Chairman-cum-Managing Director Place: Bhubaneswar Date: 24.08.2015 |