Orissa Minerals Development Company Ltd

Total earning of Rs 89.38 Cs includes sale of old stocks of Rs 82.28 Crs and interest received from the term deposits of Rs 3.70 Crs during the FY 2023-24. The interest income reduced during the year from the previous year due to depletion of funds on account of repayment of EMI against Short-term loan.

On the other hand, the interest expense increased to Rs. 30.61 Cr in current financial year-2023-24 as compared to Rs. 24.43 Crs in previous financial year due interest liability against the Short-Term Loan of Rs.310 Cr taken for payment of compensation and interest bearing Trade advance received from RINL.

Outstanding balances of Short Term (ST) and of Funded Interest Term Loan (FITL) which were Rs. 156.40 Crs and Rs. 17.20 Crs respectively as on 31.03.23 were paid off during the financial year. There is no loan outstanding as on 31.03.2024.

Profit/ (Loss) before tax stood at Rs. (530.88) Lakhs compared to Rs. (2721.96 Lakhs for the previous year. Profit/(Loss) after tax was Rs. 281.91 Lakhs as compared to Rs. (1654.21) Lakhs in the previous year.

The company achieved significant progress in the attempts towards bringing the mines into operation. Mining operation in Bagiaburu mines started in December'2023. The clearance of Hon'ble Supreme Court has been received for resumption of mining operations subject to obtaining all necessary clearances and sale of undisposed stock of minerals in these mines. The company is in the process of obtaining the clearances for other two mines, namely: Belkundi & Bhadrasahi.

Undisposed stock of minerals dispatched from Bhadrasahi mines is 2,57,794 MT and from Bagiaburu mines is 25,545 MT during FY 2023-24.

In view of accumulated losses incurred till FY 2023-24, your company has not proposed any dividend for the year 2023-24.

Company continued its prudent cash planning to focus on judicious management of its funds. As per the Government guidelines, the Company deployed the funds in fixed deposits and earned an interest income of Rs. 3.70 Crs on fixed deposits during the year which is included under other income of the Statement of Profit & Loss Account.

The net worth of the Company as on 31st March, 2024 increased to Rs. (1073.92) Lakhs as compared to Rs. (1280.27) Lakhs on 31^st March, 2023, on account of provisions as above.

During the year 2023-24, the Company did not transfer any amount to General Reserve out of Profit and Loss Account.

During the year 2023-24, the Company has not transferred any amount to Investors Education and protection fund. The unclaimed dividend for the financial years 2012-13 (Rs. 3.40 Lacs), 2013-14 (Rs. 1.35 Lacs) & 2014-15 (Rs. 6.02 Lacs) were transferred to IEPF in FY 2024-25. The Company is in the process of activating the dividend accounts pertaining to 2015-16 and 2016-17. once the activation of dividend accounts is completed, the unclaimed dividend pertaining to these financial years will be transferred to IEPF.

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 60 Lakhs divided into 60 Lakhs equity share of face value of Re.1 each. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity and also not issued any Debentures.

As on March 31, 2024, none of the Directors of the Company hold shares or convertible instruments of the Company.

The Board met 6 nos. (Six) times during the year 2023-24 compared to 5 nos. (Five) Meetings during CPLY. The details of Board Meetings are provided in the Corporate Governance Report annexed with this Board Report. The gap between any two Board Meetings held during the year have not exceeded time limit as prescribed under the act.

In terms of Section 149(7) of the Companies Act, 2013 necessary declaration has given by each Independent Director stating that he/she meets the criteria of Independence as provided in sub section (6) of Section 149 of the Companies Act, 2013.

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. There have been no instances where the Board has not accepted the recommendations of the Audit Committee. During the year, 5(five) Audit Committee Meetings were held and the details of which are given in the Corporate Governance Report. The intervening gap between these Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

The company had constituted Nomination and Remuneration Committee consisting of Non- Executive Directors. The composition and terms of reference of the Committee has been furnished in the Corporate Governance Report forming part of this Annual Report. During the year, one Nomination and Remuneration Committee Meeting was held on 31.01.2024 and the details of which are given in the Corporate Governance Report.

Being a Central Public Sector Enterprise, the appointment, tenure, performance evaluation, remuneration, etc., of Directors are made/fixed by the Government of India. The remuneration of officer is decided as per Government guidelines on Pay Revision and remunerations of other employees of the company are decided as per Wage Settlement Agreement entered into with the Employees' Union. The appointments/promotions etc. of the employees are made as per Recruitment and Promotion Policy approved by the Board.

The composition and terms of reference of the Stakeholder Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. During the year, one Stakeholder Committee Meeting was held on 31.01.2024 and the details of which are given in the Corporate Governance Report.

Corporate Social Responsibility (CSR) has been an integral part of our business philosophy and your Company has been following it much before it became a norm for the corporate sector in India. As the Average net profits of OMDC for the last three years is negative, no amount was allocated to CSR during FY 2023-24.

However, Your Company is focused in areas such as Health, Education, Employment generation, Empowerment of women and Drinking Water etc. which are enumerated under schedule VII of Companies Act, 2013. The Company has constituted CSR Committee in terms of the provisions of the Companies Act, 2013 and details of the same are forming part of Corporate Governance Report annexed to this report. During the year, one CSR Committee Meeting was held on 31.01.2024 and the details of which are given in the Corporate Governance Report.

The Company has not given any loan, guarantee or made investment in securities during FY24.

The Company has not entered into any materially significant related party transactions that may have potential conflict with the interests of the company at large. Nonetheless, transactions with related party have been disclosed in Note no 35 of Notes to the Accounts. Hence no disclosure is made in form AOC-2 as required under Section 134(3) read with rule 8 of the Companies (accounts) Rules, 2014. Company has Related Party Transaction Policy and the same is made available at its website.

Co terminus Forest Clearance (FC) up to 15.08.2026 for Belkundi mines has been granted. Public Hearing of Belkundi was rescheduled twice but postponed on both occasions. Environmental

Clearance of Belkundi mines will be obtained after successful conductance of Public Hearing and mining operation is expected to resume by last quarter of FY 2024-25.

Exploring the possibility for enhancement of production capacity in near future through up gradation in technological aspects is incorporated in the MDO contract for the operationalization of Belkundi mines.

All the three BPMEL mining leases are non-operational due to legal cases at High Court-Orissa, High Court-Calcutta, DRAT, Kolkata and Supreme Court of India which are sub-judice.

(Note: Hon'ble Supreme Court of India in its judgement dated 17.05.2024, set aside the judgment dated 03.03.2020 passed by the High Court, Calcutta. Direction to constitute a High Powered Committee is set aside. Order says that, the question of renewal of lease would not be examined by the Company Court. Order of the State of Odisha rejecting the request for renewal of Kolha-Roida lease is upheld. It is also clarified that applications filed for renewal of Thakurani and Dalki leases be treated as rejected or dismissed. Proceedings before the Company Court of HC, Calcutta, is directed to be continued in accordance with the law. OMDC filed a Review Petition before the Supreme Court on 08.07.2024.We are informed by one of the shareholders of OMDC that a petition for review of the judgment has also been filed by shareholder on 08.07.2024 (Diary No. 29537 of 2024).

Safety measures according to the provisions of the Mines Act, 1952 and relevant Rules, Regulations and also the guidelines, notified by the Director General of Mines Safety (DGMS), Govt. of India from time to time towards safety of employees engaged in mining and allied activities are followed at mines. Safe code of practices is also implemented at Workshop, plants etc during the operation and maintenance schedule. Annual Mines safety week are celebrated every year under the guidance of Director of Mines Safety, Chaibasa Region. During this celebration, competitions are organized amongst workers on different safety aspects and safety performances. Safe practices pertaining to different activities in mining operations are displayed through participation of workers in safety exhibitions. Necessary safety devices, tools and implements are provided to the concerned employees as per the statute. Innovative safety practices are also adopted by visiting neighbouring mines. Basic and refresher training is imparted to the workers in the Vocational Training Centre on respective field of work and operational activities associated with mines and plants. Disaster management plan has been put in place by the company. Indian Bureau of Mines (IBM) conducted a MSME week 2023-24 and OMDC received 2nd prize in Environmental Monitoring from Indian Bureau of Mines during 25th ME & MC week celebration.

Your Company is proactively complying with the provisions of the Right to Information Act, 2005. The relevant information pertaining to RTI Act 2005 is made available at the Company's website. The queries are regularly replied through a Public Information Officer and Assistant Public Information Officer. All the information sought under the Act has been furnished within the stipulated time period. Whenever there is a likely delay in reply due to unavailability of proper information within the stipulated time limit, an interim reply is always sent to the applicants. Statutory Reports like Monthly Returns, Quarterly Returns and Annual Returns and other reports as required under this Act were complied with and forwarded to the Ministry from time to time.

During the year ended on 31^st March 2024, total 36 applications have been received, Out of 36 applications, all were disposed off and no applications are pending.

The Orissa Minerals development Company Limited (M/S. OMDC) is situated in category (C) area as per the Official Language Act. Company has taken positive steps to enhance awareness and usage of Hindi among employees. Company had observed "Hindi Pakhwada" by way of organizing competitions and distribution of prize on essay writing, Hindi poems recitation and Hindi Anubad in which the employees took active participation. M/S. OMDC is ensuring steps under the directives of the Official Language Act to use and propagate the use of Hindi. Bilingual Boards and advertisements are being issued. "RajbhashaShikshan Board" is put up at H.O. to appraise the employees with new words every day. Despatch registers and other works registers are maintained in Hindi. "Prabin, Pragya&Parangat" exams have been completed and above 80% of employees have passed the related exam. Central Government has already notified OMDC under sub-rule (4) of Rule 10 of the Official Language Act on 01.03.2017. OMDC is already registered in Rajbhasha website and quarterly report are being sent regularly through online. Company's website is updated in Hindi.

The Company continues to accord due importance to gender equality. All necessary measures/ statutory provisions for safeguarding the interests of women employees in issues like payment of wages, hours of work, health, safety, welfare aspects and maternity benefits etc are being followed by the Company.

In compliance with the directives of the Supreme Court, guidelines relating to sexual harassment of women workers at work places were issued by Govt. of India, Ministry of Human Resources and Development. Accordingly, an Internal Complaints Committee has been constituted vide policy circular no.01/2021. No case of any harassment has been reported at any of the Mines of the Company or its Corporate Office. The directives have been widely circulated to bring awareness amongst the employees, particularly women. OMDC does not differentiate in terms of gender, and is an equal opportunity employer.

Total women employees on roll of the Company as on 31.03.2024 is 07 nos which constitute about 3.30% of its total workforce of 212 employees.

Employees on rolls of the Company as on 31.3.24 had been 212 as compared to 234 as on 31.3.23.

Due to non-payment of wages to employees on regular basis during the year, there has been severe resentment among the employees. They were appraised through Unions about the Company's delicate financial position at regular intervals and contained major IR situation. Intervention of conciliation authorities (Central Labour Officials) has been sought in normalizing IR situation. Meetings with Dy. CLC (Central) at Bhubaneswar were held on 06.01.2023 and also with RLC (Central) at Rourkela on 21.02.2022 and 02.03.2022 in this regard.

Industrial relations in your Company and at Mines continued to be cordial during the year 2023-24.

Vigilance activities/events for the year 2023-24: Vigilance has been focusing on preventive and proactive Vigilance activities to facilitate a conducive environment enabling people to work with integrity, impartiality, and efficiency, in a fair and transparent manner, upholding the highest ethical to reputation and creating value for the organization.

An effort has been made to reduce the pendency of long pending Disciplinary Cases and complaints. Regular review meetings are conducted with the Management on Vigilance issues for immediate disposal. As part of preventive vigilance, various training programs on topics like Contract Handling Practices, Cyber Hygiene and Security, Ethics and Governance, Systems and Procedures of the organization, and Preventive vigilance have been conducted for the employees of OMDC.

To carry out periodic reviews to ensure the integrity of the existing automated (Information & Communication Technology) systems and processes at BGC (OMDC, BSLC & EIL), a committee comprising an officer of the Vigilance Department, HR Department, and IT Department has been constituted on 13/06/2023.

Vigilance Awareness Week is observed every year in line with the directives of the Commission.

Grievance Redressal Mechanism is put in place in M/S. OMDC at Unit Level and at Corporate Level. Nodal Officer has been notified for this purpose. The name & designation of the officer have been posted in the Company's website.

M/S. OMDC being a mining organization is governed by the provisions of the Mines Act, 1952 and Rules & Regulations made there under. M/S. OMDC has implemented the provisions of "Persons with Disabilities Act, 1995".

The Company has taken measures to ensure legal compliances from all the departmental heads and the legal compliance report are placed before the Board.

The Company maintains its website www.birdgroup.gov.in where information about the Company is provided.

The company has a vigil mechanism for Director and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the company's Code of Conduct. The mechanism provides for adequate safeguards against victimization of Director and employees who avail of the mechanism. In exceptional cases, Director and employees have direct access to the Chairman of Audit Committee.

Your Company has a Whistle Blower Policy in place and the same is also made available in the company's website.

EXCHANGE EARNINGS AND OUTGO

The prescribed particulars of conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo required under Sec 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules,2014 is followed at M/S. OMDC.

The Statutory Auditor Report on the Accounts of the Company for the Financial Year ended 31^st March, 2024 forms part of the Directors Report. Management replies/Comments on qualified opinion of Statutory Auditors is enclosed to this report.

The Comptroller and Auditor General of India (CAG) had conducted Supplementary Audit under Section 143 (6) (a) of the Companies Act, 2013 of the financial statements of OMDC for the year ended 31^st March, 2024. NIL comments report of Comptroller & Auditor General of India under Section 143 (6) (b) of the Companies Act, 2013 on the Accounts of the Company for the year 2023-24 forms part of this report.

A Secretarial Audit was conducted during the year by the Secretarial Auditors M/s. Palatasingh & Co., Practicing Company Secretaries. The Secretarial Auditor's Report for the financial year ending 31^st March, 2024 forms part of the Board's Report. Certain observations were made on composition of Board, delay in compliance of SEBI LODR Regulations, etc.

Management has replied that the appointment of Directors on the Board is in the hands of Government of India and the company is continuously following up with Ministry of Steel in respect of filling up of Board level vacancies. It was informed that the company has received Notices from NSE on noncompliance of certain regulations (17,18,19,20,21,24A etc.,) and levied penalties and the same is being taken up with NSE for Waiver/payment.

CASES RELATING TO OMDC:

The company is contesting a good number of legal cases in the High Court at Calcutta, High Court at Cuttack, DRAT (Kolkata), Supreme Court as well as various lower courts in the state of Odisha and West Bengal etc. Few of the major cases are detailed as under:

Two execution proceedings, filed by Jai Balaji Industries Limited to execute the arbitration awards passed in its favour i.e. Money Execution Case No.: 04 of 2021 & Money Execution Case No.: 05 of 2021, are pending for adjudications before the Commercial Court, Rajarhat (West Bengal).

Two Revision applications being CO. No. 2110 of 2022 and CO. No. 2111 of 2022 are filed by OMDC before the High Court, Calcutta challenging orders dated 04.06.2022 passed in the above money execution cases. Both the revision applications are pending for hearing.

The dispute relates to alleged delay in transmission of shares & payment of dividends to the LRs of a deceased share holder. The applicants approached the court claiming compensation for such delay, loss on profit, harassment etc. Vide order (Judgment) dated. 14.09.2021 the suit was decreed on contest with cost in favour of the applicants. OMDC is directed to pay Rs.4,58,16,186/- to the plaintiff with pendentelite & future interest. DHrs. have filed the present execution case for realization of their decretal dues.

The OMDC preferred an appeal being no. FAT- 58/2022 (FMAT- 690/2021) before the High Court, Calcutta on 15.11.2021 challenging the aforesaid judgment dated 14.09.2021 passed by the Ld. Commercial Court, Alipore. A petition (CAN-01/2021) is also filed before the High Court praying for stay of the execution proceeding as an interim relief pending disposal of the Appeal.

Vide order dated 22.03.2022 the appeal is admitted by the High Court. Further, the High Court, Calcutta vide order dt. 29.02.24 & 20.03.24 conditionally stayed the execution proceeding before the Commercial Court, Alipore till 05.04.2024 subject to furnishing of Bank Guarantee by a Nationalised Bank for Rs.6 Crore. OMDC furnished the BG on 05.04.24. The appeal is yet to be listed for hearing.

A long term agreement was entered into between OMDC & VISA Steel Ltd for supply of BF grade iron ore CLO (10-30mm) Fe 64% (acceptable up to 62.5% Fe) at the basic price of Rs 512 per MT F.O.R Thakurani, Barajamda, Orissa excluding Royalty, Sales Tax and per siding charges on actual basis for a period of 55 months commencing from the date of agreement (21st December,2004) with the provision that the basic price shall be reviewed & revised by OMDC from time to time as applicable to major PSU's & long term customer.

Dispute and difference arose between the parties following which VISA STEEL LTD invoked the arbitration clause. Accordingly, the dispute was referred to arbitration. Both the parties mutually agreed to appoint Sri V N KHARE, Former chief justice, Supreme Court of India as the sole

Arbitrator. Visa Steel ltd claimed an amount of Rs. 190.21 cores and OMDC submitted the counter claim Rs.1.35 cores and additional claim of Rs. 254 Crores with 10% interest.

The arbitration proceeding commenced from 24.01.2008. The last date of sitting was on 14.12.2019. The matter is pending for further adjudication.

An Arbitration proceeding is going on between East India Minerals Limited and OMDC, before three members' bench and the first meeting of the arbitral tribunal was held on 25.04.2007. OMDC challenged the basis of EIML case as untenable at the Arbitration. It is understood that the last sitting of the Arbitration i.e. 32nd sitting was held on 04.02.2016 fixing the next date to 11.03.2016. However, no further date thereafter was fixed and the matter remained idle since 04.02.2016.

It is understood from the petition filed by EIML before the High Court, Calcutta that the Learned Presiding Arbitrator (P.A.) has died. Accordingly, EIML filed petition U/s. 14 & 15 of the Arbitration and Conciliation Act, 1996 being A.P. No. 677/2022 before the High Court, Calcutta praying for appointment of a Learned Presiding Arbitrator to Continue with the Arbitration proceeding.

In terms of the judgment & orders passed on 19.05.2023 & 01.09.2023 by the High Court Calcutta in A.P. No. 667/2022 & A.P. No. 558/2023 respectively, the long pending arbitration proceeding between OMDC & EIML has resumed through the reconstituted arbitral tribunal headed by Shri Ashok Kr. Ganguly J. former Judge S.C. as substitute/Presiding Arbitrator. Eleven (11) sittings of the reconstituted tribunal have taken place on different dates starting from 26.09.2023. EIML has amended its claim by enhancing its prayer for damages to Rs. 3,782 Crs and has adduced evidence of its 1^st witness. The next date is scheduled in January, 2025 for Cross-Examination of claimant witnesses.

CASES RELATING TO BPMEL:

This Company Application related to 3 Mining Leases of BPMEL filed before the Calcutta High Court by TPG Equity Management Pvt. Ltd. (TPGEMPL) against the Official Liquidator, BPMEL and others. In the said application, TPGEMPL prayed to allow the proposed scheme of revival of 3 Mining Leases in its favour staying the winding up / liquidation proceeding of BPMEL. It was further prayed not to jeopardize its right, title and interest over the property of BPMEL. In the said application OMDC has entered its appearance as an intervener and opposing the contention of TPGEMPL.

An interim order in the said application (CA No. 400 of 2013) is passed on 9th August 2019, wherein the Hon'ble High Court directed for formation of a High-Power committee consisting of three members i.e. one from the Central Government, one from the Orissa State Government and one member from Orissa Mineral Development Company (OMDC) to take a decision by a reasoned order with regard to the renewal of the subject leases. The court also directed to hear the version of TPG Equity Management Private Limited while taking the decision.

In compliance of the order, the Dept. of Heavy Industry vide its letter dated. 20.03.2020 formed a High-Power Committee consisting of the representatives of Govt. of India, Govt. of Odisha and OMDC to hear the issue raised by TPGEMPL. Meeting was held on 03.07.2020 through Video Conference. OMDC has submitted its comments to DHI, Govt. of India. The Dept. of Steel & Mines, Govt. of Odisha that Govt. of Odisha has preferred appeal to Supreme Court [SLP.(C) No. 007315-007316/2021] challenging the order of High Court, Calcutta.

The Supreme Court initially vide order dated 08.10.2021 upon hearing SLP (C) No.: 007315-007316 directed for issue notice staying the operation and effect of the impugned order dated 03.03.2020 (passed by High Court, Calcutta in ACO No.24/2019 and APO No.196/2019) until further order. However, vide judgment dated 17.05.2024 has set aside the judgment dated 03.03.2020 passed by the High Court, Calcutta. Accordingly, the direction to constitute a High Powered Committee is set aside. It is ordered that, the question of renewal of lease would not be examined by the Company Court. Further, the order of the State of Odisha rejecting the request for renewal of Kolha-Roida lease is upheld. It is clarified by the Supreme Court that applications filed for renewal of Thakurani and Dalki leases will be treated as rejected or dismissed. The proceedings before the Company Court of High Court Calcutta, is directed to be continued in accordance with law.

Upon receipt of opinion from the A-O-R at S. Court and considering the impact the judgment has on OMDC, the OMDC filed application for review of the judgment passed by the S.C. on 08.07.2024.

These two Appeals are filled by OMDC before the DRAT, Kolkata. One challenging the Judgment/Recovery Proceedings by DRT-1, Kolkata (being Appeal No.129/2014) and another i.e. Appeal No 130/2014 was filed challenging an Order passed by DRT-1 Kolkata [i.e. exonerating one of the JDr. (Bharat Bhari Udyog) from the liabilities and making OMDC responsible for repayment of loan].

The appeals are being heard in part by the Ld DRAT, Kolkata and awaits for final hearing.

[Be it noted here that, BPMEL had availed certain financial assistance from UCO Bank and couldn't repay the dues. For which UCO Bank filled Money Suit for recovery against BPMEL at HC, Calcutta. The suit was decreed and transferred to DRT-1, Kolkata (being TA- 216/1994) for recovery followed by initiation of Recovery Proceedings (being RP-142/2003) before the RO, DRT-1 Kolkata].

OMDC filed two writ petitions being W.P.(C) No.16874/2009 & W.P.(C) No.9432/2013 for renewal of mining leases in its favour and also to upheld its right, title and interest over the three mining leases held in the name of BPMEL. The Govt. of Odisha had also filed WP (C) No- 1852/2010 challenging the order passed by Revision Authority, Ministry Mines, Govt. of India in favour of OMDC/BPMEL w.r.t. renewal of Kolha-Roida Mines.

The High Court, Orissa (Cuttack) while hearing three (3) writ petitions filed by & between OMDC, Govt. of Orissa and BPMEL disposed of by a common order dated 09.03.2023 against OMDC/BPMEL.

After discussion with the advocate on record, separate petitions were filed by OMDC before the High Court, Orissa (Cuttack) on 11.04.2023 praying for review of its earlier orders.

This case was filed by DDM, Joda in the Court of Collector and District Magistrate-cum- Certificate Officer, Keonjhar against BPME Ltd. U/Sec. 6 of OPDR Act, 1962 for realization of penalty amount of Rs.871,43,77,003/- towards violation of Environment Clearance as per sec. 21(5) of MMDR,1957.

The matter was heard & final order is passed on 22.06.2019 by the Certificate Court for realization of penalty amount.

18.10.2024)

Two (02) demand notices are issued by DDM, Joda to OMDC under Section 21)5) of MMDR Act, 1957 demanding Rs. 6,15,47,537/- & Rs. 9,72,71,558/- respectively for realization of compensation towards unlawful production of minerals from BPMEL leases and violation of MP/CTO. The demand raised through illegal but since is very high and made by a Statutory authority; it is decided to challenge the same before Revision Authority (RA), Ministry of Mines, Govt. of India being the appropriate authority. Accordingly, taking approval two separate Revision Applications are filed before the Revision Authority(RA), Ministry of Mines, Govt. of India on 18.10.2024.

The Company has identified various risks faced by the Company from different areas. As required under SEBI (LODR) Regulation 2015, the Board has adopted a Risk Management policy whereby a proper framework is set up and the same is under revision. Accordingly, the company has constituted a Risk Management Committee comprising of 5 (Five) Members where in LIC Nominee Director as Chairman, One Independent Director, MD OMDC, CFO OMDC and

GM(Tech) are members of the committee. During the year, one Risk Management Committee Meeting was held on 31.01.2024 and the details of which are given in the Corporate Governance Report.

Shri A K Saxena, CMD (Addl Charge), RINL was nominated as Non-Executive Chairman of OMDC w.e.f 04.11.2024 and Shri Atul Bhatt, Chairman and Managing Director of M/s. RINL was ceased to be director from 30.11.2024.

Shri A K Bagchi was appointed as RINL Nominee Director on the Board of OMDC w.e.f. 17.01.2024 and MD (Addl. Charge) & Director (P&P), OMDC was assigned to him w.e.f. 21.02.2024 in place of Shri D K Mohanty, DC, RINL who ceased to be director w.e.f. 21.02.2024.

Smt. Swapna Bhattacharya, DDG, MoS was appointed as Government Nominee Director of the Company.

Smt. Dr. T N Sarasu was resigned and ceased to be Independent Director of the Company w.e.f. 28.03.2024.

Shri M. Saravanan and Shri Siddarth Sambhu were ceased to be Independent Directors of the Company on 31.10.2024 & 02.11.2024 respectively due to their tenure completion as per appointment Order issued by MoS.

Shri T.R Mallik was appointed as nominee director of OMDC by LIC of India w.e.f 31.05.2023 in place of Shri D P Mohanty who ceased to be LIC Nominee Director of OMDC w.e.f. 30.05.2023.

In terms of the provisions of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulation 2015, a company shall have at least one "Woman Director" on the Board of the company. Presently, one (1 nos.) Women Director Viz., Smt. Swapna Bhattacharya, Deputy Director General, Ministry of Steel is on the Board of your Company.

Shri R K Behera was appointed as CFO and KMP of the company by the Board

Shri S Raja Babu was appointed as Company Secretary and Compliance Officer of the Company

A Report on Management Discussions and Analysis as required in terms of Schedule V of the SEBI (LODR) Regulation, 2015 forms part of the report.

A report on Corporate Governance regarding compliance of the conditions of Corporate Governance pursuant to Schedule V of the SEBI (LODR) Regulation, 2015 also forms part of this Directors' Report.

Certificate attested by the CEO/CFO is also enclosed forming part of the Corporate Governance Report and Certificate on Compliance was obtained from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under Regulation 34(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report.

Your company has not accepted any deposits covered under Chapter-V of the Companies Act, 2013 during the period under review.

The Company's shares are listed at The Calcutta Stock Exchange Limited CSE, National Stock Exchange Limited NSE and also traded in Bombay Stock Exchange Limited BSE under permitted category.

The Company's shares are under compulsory Demat mode. The Company has entered into agreement with National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL).

All the Shareholder except 106 nos. are holding shares in dematerialized form. Members having certificate in physical form have been requested to dematerialize their holdings for operational convenience.

Pursuant to Section 92(3) of the Companies Act 2013, a copy of Annual Return in Form No MGT-7 for the FY ended on 31^st March, 2024, is being placed on the Website of the Company athttp://www.birdgroup.in.

Being a Central Public Sector Enterprise, the appointment, tenure, performance evaluation, remuneration, etc., of Director are made/fixed by the Government of India.

The remuneration of officers is decided as per Government guidelines. On Pay Revision and remunerations of other employees of the company, the same is decided as per Wage Settlement Agreement entered with the Employees Union. The appointments/promotions etc. of the employees are made as per Recruitment and Promotion Policy approved by the Board.

The Board of Directors has approved Dividend Distribution Policy which has been uploaded on the website of the company http://www.birdgroup.in

In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility Report (BRR) is annexed to this report.

OF THE COMPANY

There are no material changes and commitment, affecting the financial position of the company which has occurred between the end of the financial year and the date of the report.

Statements in the report, describing the Company's objectives, expectations and/or anticipations may be forward looking within the meaning of Applicable Laws, Rules and Regulations. Actual results may differ materially from those stated in the statement. Important factors that could influence the Company's operations include global and domestic supply and demand conditions affecting selling prices of finished goods, availability of inputs and their prices, changes in the Government policies, regulations, tax laws, economic developments within the country and outside and other factors such as litigations and industrial relations.

The Company assumes no responsibility in respect of the forward-looking statements, which may undergo changes in future on the basis of subsequent developments, information or events.

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

Your Directors take this opportunity to express their grateful appreciation for the continued support and guidance received from the Government of India especially the Ministry of Steel, Ministry of Mines, Ministry of Environment, Forest & Climate Change, Ministry of Corporate Affairs and from Government of Odisha and other Departments of Government of India and States.