Our priority is to be aresponsible and respectedCorporate Citizen andcontinue to place significantemphasis on Health, Safety& Environment.recommend a dividend of 10% for the yearcarrying out the business of mining of chromethe Companies Act, 1956. Mr. Saran’s re-In terms of Article 158 of the Articles ofended 31 March 20<strong>08</strong>, i.e., Rs. 1 per equityore and /or other minerals. GML is currentlyappointment is subject to the approval ofAssociation of the Company, Mr. Mayashare in respect of 11,00,00,000 fully paidcarrying out drilling & prospecting work overthe Members and the said re-appointmentShanker Verma, Mr. Vikas Agarwal andup equity shares of Rs. 10 each. The totalan area allotted to ORIND in Dhenkanal,together with the remuneration and terms &Mr. Vivek Agarwal retire by rotation atoutlay on account of dividend payment will beRs. 110 million excluding Rs. 18.69 million onaccount of dividend distribution tax.Orissa.Your Company’s investment in GML willenable the Company to directly procureconditions are proposed in the notice for theforthcoming <strong>Annual</strong> General Meeting for yourapproval.the forthcoming <strong>Annual</strong> General Meetingand, being eligible, offer themselves forreappointment.Joint VenturesDuring the year, your Company executeda Joint Venture Agreement with BaosteelResources Co. Ltd., China and <strong>VISA</strong>Comtrade AG, Switzerland to set up a100,000 TPA Ferro Chrome Plant in Orissa.This Joint Venture is being set up through aseparate company titled “<strong>VISA</strong> BAO <strong>Limited</strong>”(VBL), which has been incorporated with theRegistrar of Companies, Orissa. VBL is asubsidiary of your Company. 51% of VBL’spaid-up share capital is held by your Company,35% by Baosteel Resources and balance14% by <strong>VISA</strong> Comtrade AG.Your Company had been jointly allotted acoal block in Orissa together with 7 othercompanies. A Joint Venture company whichwill primarily be engaged in mining anddevelopment of the Patrapada coal block,by the name of “Patrapada Coal MiningCompany Private <strong>Limited</strong>,” has been formedby 7 of the allotees.SubsidiariesYour Company has two subsidiaries namely,Ghotaringa Minerals <strong>Limited</strong> and<strong>VISA</strong> BAO <strong>Limited</strong>:(i) Ghotaringa Minerals <strong>Limited</strong> (GML) hasbeen incorporated to give effect to the jointventure agreement between your Companyand Orissa Industries <strong>Limited</strong> (ORIND) forchrome ore, mined by GML, for its ChromeOre Beneficiation Plant, Chrome OreGrinding Plant and the Ferro Chrome Plant.The audited accounts of GML for the yearended 31 March 20<strong>08</strong> are attached asrequired under Section 212 of the CompaniesAct, 1956.(ii) <strong>VISA</strong> BAO <strong>Limited</strong> (VBL) has beenincorporated to give effect to the JointVenture between your Company, BaosteelResources Co. Ltd., China and <strong>VISA</strong>Comtrade AG, Switzerland to set up a100,000 TPA Ferro Chrome Plant in Orissa.Promoter Group CompaniesThe names of Promoters and companiescomprising the “Group” as defined in theMonopolies and Restrictive Trade PracticesAct, 1969, have been disclosed in the <strong>Annual</strong><strong>Report</strong> for the purpose of Regulation 3(1)(e)of the SEBI (Substantial Acquisition of Sharesand Takeovers) Regulations, 1997.DirectorsAt the meeting held on 4 December <strong>2007</strong>,the Board of Directors had approved there-appointment of Mr. Vishambhar Saran asWhole-time Director, designated as Chairmanfor a period of 3 years with effect from 15December <strong>2007</strong>, pursuant to the provisionsof Sections 198, 269, 309, Schedule XIIIand other applicable provisions, if any, ofAt the meeting held on 31 March 20<strong>08</strong>, theBoard of Directors had approved appointmentof Mr. Basudeo Prasad Modi as AdditionalDirector and subsequently as DeputyManaging Director for a period of 3 yearswith effect from 1 April 20<strong>08</strong>, pursuant tothe provisions of Sections 260, 198, 269,309, Schedule XIII and other applicableprovisions, if any, of the Companies Act,1956. Your Company has received a noticefrom a Member of the Company proposingthe appointment of Mr. Modi as Directorunder Section 257 of the Companies Act,1956 and Mr. Modi’s appointment as Directorand Deputy Managing Director together withthe remuneration and terms & conditions areproposed in the notice for the forthcoming<strong>Annual</strong> General Meeting for your approval.At the meeting held on 28 May 20<strong>08</strong>,the Board of Directors had approved reappointmentof Mr. Vishal Agarwal asManaging Director for a period of 3 yearswith effect from 25 June 20<strong>08</strong>, pursuant tothe provisions of Sections 198, 269, 309,Schedule XIII and other applicable provisions,if any, of the Companies Act, 1956. Mr.Agarwal’s re-appointment is subject to theapproval of the Members and the said reappointmenttogether with the remunerationand terms & conditions are proposed in thenotice for the forthcoming <strong>Annual</strong> GeneralMeeting for your approval.Directors’ ResponsibilityStatementIn terms of the provisions of Section 217(2AA) of the Companies Act, 1956, yourDirectors state:a. That in the preparation of the annualaccounts, the applicable accountingstandards had been followed along withproper explanation relating to materialdepartures;b. That the Directors had selected suchaccounting policies and applied themconsistently and made judgements andestimates that are reasonable and prudentso as to give a true and fair view of thestate of affairs of the Company at the endof the financial year and of the profit of theCompany for that period;c. That the Directors had taken properand sufficient care for the maintenance ofadequate accounting records in accordancewith the provisions of the Companies Act,1956 and for safeguarding the assets of theCompany and for preventing and detectingfraud and other irregularities;d. That the Directors had prepared theannual accounts on a going concern basis.Your Company’s internal auditors,M/s. L.B. Jha & Co., Chartered Accountants,have conducted periodic audits to providereasonable assurance that establishedpolicies and procedures are being followed.<strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>-<strong>08</strong>31
Employee growth seamlesslyaligned with organisational growththrough empowerment and byoffering a challenging workplace,aimed towards the realisation oforganisational goals.CEO / CFO CertificationA Certificate from the Managing Directorand the Chief Financial Officer, pursuant toClause 49(V) of the Listing Agreement hadbeen tabled at the Board Meeting held on 28May 20<strong>08</strong> and is also annexed to this <strong>Report</strong>.AuditorsThe Auditors of the Company, M/s. Lovelock& Lewes, Chartered Accountants, Kolkata,retire at the conclusion of the forthcoming<strong>Annual</strong> General Meeting and being eligible,offer themselves for re - appointment.Qualification to Auditors’reportThe Auditors’ qualification under Paragraph4 of their report read along with the notes toItem no. 9 of Schedule 17 is self explanatoryand does not require any further commentsfrom the Directors.Particulars ofConservation of Energy,Technology Absorbtion andForeign Exchange Earningsand OutgoInformation pursuant to Section 217 (1) (e)of the Companies Act, 1956 read with theCompanies (Disclosure of Particulars in the<strong>Report</strong> of the Board of Directors) Rules,1988 in respect of Conservation of Energyand Technology Absorption and ForeignExchange Earnings and Outgo is given inAnnexure I forming part of this <strong>Report</strong>.Human Resourceshuman resources, which assumes utmostsignificance in achievement of corporateobjectives. Your Company integratesemployee growth with organisational growthin a seamless manner through empowermentand by offering a challenging workplace,aimed towards realisation of organisationalgoals. To this effect, your Company hasset up an HR training centre at its plant forknowledge-sharing and imparting needbased training to its employees.The information required under Section217 (2A) of the Companies Act 1956read with the Companies (Particulars ofEmployees) Rules 1975, as amended are setout in Annexure II to this report.Consolidated FinancialStatementsIn terms of Clause 32 of the ListingAgreement with Stock Exchanges,Consolidated Financial Statements,conforming to Accounting Standard 21 issuedby the Institute of Chartered Accountants ofIndia, are attached as a part of the <strong>Annual</strong><strong>Report</strong>.Corporate GovernanceYour Company is committed in maintainingthe highest standards of CorporateGovernance and adheres to the stipulationsprescribed under Clause 49 of the ListingAgreement with the Stock Exchanges.A <strong>Report</strong> on Corporate Governance &Shareholder Information together with theAuditors’ Certificate thereon is annexed aspart of the <strong>Annual</strong> <strong>Report</strong>.Management, as required under Clause 49of the Listing agreement and all Directorsand Senior Managers have affirmedcompliance with the Code for <strong>2007</strong>-<strong>08</strong>. Acertificate, signed by the Managing Director,affirming compliance of Directors & SeniorManagement, forms part of the <strong>Report</strong> onCorporate Governance.AcknowledgementYour Directors record their sincereappreciation for the assistance, supportand guidance provided by banks, financialinstitutions, customers, suppliers, regulatory& government authorities, project & otherbusiness associates and stakeholders.Your Directors also thank the employeesof the Company for their contributionand commitment towards your Companyperformance and growth during the periodunder review.Your Directors value your involvementas shareholders and look forward to yourcontinuing support.For and on behalf of the BoardKolkataVishambhar Saran28 May 20<strong>08</strong> Chairman<strong>Annual</strong> <strong>Report</strong> <strong>2007</strong>-<strong>08</strong>33Your Company places emphasis onrecruitment, training & development ofYour Company had also adopted a “Codeof Conduct” for its Directors and Senior