1:f' it ~~~s NMDC Limited

(~ ~ (f;J \JU11) (A GOVT. OF INDIA ENTERPRISE)

Cf>l<lf<'l<l : · 'qCG1', 10-3-311~. . . G'<i G- 500 028. Regd. Office : 'Khanij Bhavan' 10-3-311 /A. Castle Hills, Masab Tank, Hyderabad - 500 028. m ~~ ICorporate Identity Number: L 13100AP1958 GOI 001674

No. 18( 1 )/2019- Sectt g111 November 2019

1.The BSE LimitedPhirozeJeejeebhoyTowers,Dalal Street, Mumbai- 400001	National Stock Exchange of India Ltd.,2.Exchange Plaza, C-1, Block G,Bandra Kurla Complex,Bandra (E}, Mumbai - 400 051
3. TheCalcutta Stock ExchangeLimited,Lyons7,Range,Kolkata -700001

Dear Sir I Madam,

Sub: Intimation of appointment of Auditors under Section 139 of the Companies Act, 2013 for the financial year 2019-20 by the Comptroller and Auditor General of India

Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements} Regulations, 2015; NSE Symbol: NMDC; BSE Scrip Code: 526371

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform that the Comptroller and Auditor General of India (C&AG) vide their letter No./CA.V /COY /CENTRAL GOVERNMENT. NMDC(4)/l 27 dated 01 .08.2019 appointed M/s Sagar & Assoc iates, Hyderabad as Statutory Auditors of the Company for the financial year 2019-20. M/s Sagar & Associates vide their letter dated 22.08.2019 has conveyed their acceptance to the said appointment.

Further, the Comptroller and Auditor General of India (C&AG) vide their above stated letter also appointed M/s Amit OM & Co, Allahabad, M/s Agosti & Associates, Durg, M/s Yoganandh & Ram LLP, Bengaluru as Branch Auditors of the Company for the financial year 2019-20.

Acopy of the C&AG letter containing the conditions of appointment, acceptance letter issued by M/s Sagar & Associates and their brief profile are enclosed.

This is for your information and records.

Thanking you Yours faithfully,

t:i:~mited

A S Pardha Saradhi Company Secretary

OFFICE OF THE COMPTROLLER AND AllDITOR GENERAL OF INDIA 10, BAHADUR SHAH ZAFAR MARG, NEW DELHI - 110124

No./CA. V/ COY/CENTRAL GOVERNMENT,NMDC(4)/127 Dated :01 /08/201 9

To THE MANAGING DIRECTOR N M D C LIMITED KHANIJ BHAWAN, 10-3-3 11 /A, CASTLE HILLS, MAZAB TANK, HYDERABAD-500028

Subject: Appointment of Auditors under section 139 of the Companies Act, 2013 for the financial year 2019-2020 .

Sir/Madam,

Iam directed to state that in exercise of the powers conferred by section 139 of the Companies Act 2013, the ·· )omptroller and Auditor General of India is pleased to appoint the Chartered Accountant firms/Limited Liability Partnerships As per /\nnexure - fI as the Statutory/Joint Statutory/ Branch Auditors of the company for the year(s) : 2019-2020. Statutory/Joint Statutory Auditor (s) of holding company shall also be the auditors of Consolidated Financial Statements under section 139 read with section 129(4) of the Companies Act, 2013.

You are requested to contact the concerned auditors individually under intimation to this office
The supplementary/test audit under sections 143 (6) & (7) of the Companies Act, 2013 of your company is entrusted to DIRECTOR GENERAL OF COMML.AUDIT & EX-OFFICIO MAB AGs OFFICE COMPLEX SAIFABAD HYDERABAD-500004

4 . The remuneration and other allowances payable to the auditors may be regulated as per the provisions of c:;ection I 42 of the Companies Act 2013 read with guidelines issued by the Department of Company Affairs . ..Jide no. 7/76 dated 8th April, 1976 and no. 8/6/83 dated 07th June, 1984.

The audit fees paid/payable to the auditors as intimated by the Company has been indicated in Annexure-II. Any revision in the audit fees payable (including fees for consolidation) for the year 2019-2020 and itemwise details of all remuneration paid to the auditors for other services (other than statutory audit) alongwith the amount of T AID A paid for 2018-2019 may be intimated.

The said information may be provided as soon as the Accounts for the year 2018-2019 is finalised so as to enab~e this office to review the appointment/ re-appointment of the appointed auditors.

The above appointment i_s subject to the other conditions stipulated in Annexure-l(Copy enclosed).

··· ... ·-·-·-··-

·····-

~hful ( Preethy Narayanan) Sr. Administrative Officer

l.40 Fax: 91-11-23237730, 91-'J 1-23509141 E-mail : [email protected],

--·- --· -

ANNEXURE-II

LIST OF CHARTERED ACCOUNTANT FIRMS FOR THE YEAR 2019-2020

SI.No.	Firm Name	PSUCode/UnitCode	Station	Audit Details	Fees in Rs (Asintimated bythe PSU)
	STATUTORY AUDITOR
	SAGAR & ASSOCIATES(HY0209)H.NO: 6-3-244/5,SARADADEVI STREET,PREMNAGAR,HYDERABADHYDERABAD-500004,TELANGANA	NMDCSTAR(1)	HYDERABAD	CONSOLIDATED A/CS,STANDALONE A/CS, HO, R & DLABS HYDERABAD, SPONGE IRONUNIT, PALONCHA	1610000
	BRANCH AUDITOR
2	AMIT OM & CO(CR2831)2nd Floor, Dr. BajajComplex,17/23, Tashkand Marg, SPMargNext to PVR Campus, CivilLinesALLAHABADALLAHABAD-211001, UTTAR PRADESH	NMDCSILICA(4)	ALLAHABAD	DIAMOND MINING PROJECT,PANNA.	100000
3	AGASTI & ASSOCIATES(SPO046)334/24GURU NANAK NAGARDURGDURG-491001	NMDCI.O.P.(1)	BAILADILLA	BIOM, KIRANDUAL COMPLEX,BIOM BACHELI COMPLEX,NISP, JAGDALPUR, REGIONALOFFICE-VIZAG	1346000
$\vert 4$	YOGANANDH & RAMLLP(MD0828)THIRD FLOOR, SRINARASIMHA NILAYA,NO.263/1, SECONDCROSS, T.MARIAPPAROAD,SECOND BLOCKJAYANAGAR,BENGALURU.Bangalore - 560011	NMDCdonimal(1)	DONIMALAI	DONIMALAI IRON ORE PROJECT,INCLUDING KUMARASWAMY IRON 305000ORE MINE

OFFICE OF THE COMPTROLLER & AUDITOR GENERAL OF INDIA 10, BAHADUR SHAH ZAFAR MARG, NEW DELHI-110 002

Appointment of auditors of Government Company/Government controlled other company under Section 139 (5 & 7) of the Companies Act, 2013.

I CONDITIONS FOR THE COMPANY

The Company may send a list of Directors and the previous Auditors of the Company giving their names and addresses to the newly appointed Auditors immediately on receipt of this letter.
While the auditor is responsible for forming and expressing an independent opinion on the financial statements, the responsibility for their preparation is that of the management of the enterprise. The audit of the financial statements does not relieve the management of its responsibilities relating to the maintenance of adequate accounting records, internal controls and safeguarding of the assets of the enterprise. As provided in Section 134 of the Act, the Company should submit to the auditors the Financial Statements/Consolidated Financial Statements duly approved by the Board of Directors for their report thereon.
According to Section 143 (1) of the Act, the books of accounts and vouchers may be made available to the Auditors. A suitable program of audit in consultation with the statutory auditors and the concerned MAB/AG be drawn up so as to complete the audit within the prescribed time schedule. Details of transactions or explanation called for by the Statutory Auditors must be furnished expeditiously.

4 (i). The remuneration payable to the Auditors fixed by the Company in accordance with section 142 of the Companies Act, 2013 may be intimated immediately to this office and to the auditors.

While fixing the auditor's remuneration, due consideration might be given to the volume of work involved, $(i)$ amount of time normally spent by the partners/chartered accountant employees and the audit clerks of the firm/LLP.

$(iii)$ While fixing audit fee due consideration might also be given to the notification No 1-CA (7)/93/2006 dated 18th September 2006 issued by the Institute of Chartered Accountants of India prescribing minimum audit fee. It has been clarified that city/town referred to in the Notification refers to city/town of the Head office or Branch office of the auditor to which the audit is actually allotted.

In cases where audits are allotted to the Branch office of the Firm/LLP no TA/DA should be paid for the audit $(iv)$ of the Company/Units located at the same station of the branch.

In the interest of maintaining the independence of auditors, no assignment for consultancy or other services including those specified in section 144 of the Companies Act, 2013 and Non-audit assignments that involve performing management functions or making management decisions will be provided to the firm/LLP, directly or indirectly as per explanation given under section 144 of the Companies Act, 2013, of the Company or its holding company or partly owned subsidiaries of the Company (irrespective of the shareholding) or joint ventures of the company whether under production sharing contract or otherwise, during the year of audit and for one year (to be counted from the date of conclusion of the relevant Annual General Meeting of the Company) after the firm/LLP ceases to be auditor. The above restriction will also be applicable to audit of annual accounts of subsidiary companies /Joint Ventures/Associates except where auditors of such subsidiary companies /Joint Ventures/Associates are appointed by CAG. This condition would not apply in case of auditors being entrusted assignments for the tax audit under Income Tax Act, review of Quarterly/ half yearly accounts as per SEBI guidelines, VAT audit required under various State Legislations and other statutory certificates related to the audit assignment.

6(a) The Company should confirm past audit details including audit fees. The changes in details including the fees in the future may be intimated to this office from time to time. Any other remuneration like TA/DA, Certification fees, tax audit fees, quarterly/half yearly review fees, VAT audit etc. paid to the Statutory/Branch Auditors in addition to the audit fees in the last three years and in future may also be intimated. The remuneration for other work like review of quarterly accounts as per SEBI guidelines, fees for tax audit, other statutory certificates etc should be restricted to a reasonable the percentage of the total audit fee payable to the auditors and which in total should not exceed the fee payable for carrying out the statutory audit. The details of such remuneration may also be intimated to this office for record.

6(b) The Auditors have to comply with the directions issued by this office under Section 143 (5) of the Companies Act, 2013 and for this purpose the auditors have to attend meetings called by the concerned DG/PAG/MAB/AG. For attending such meetings, reasonable expenditure on TA/DA incurred by the auditors may be reimbursed by the company.

Proposals for re-organisation of units in the future may be sent to this Office well before the beginning of the financial year the accounts of which are to be audited.
The Company may also intimate to this office (i) the date of commencement of audit; and the date on which the comments. of the C&AG of India along with the Auditors Report is placed in AGM as per the provisions of 143 (6) of the Companies Act, 2013.
To reduce the arrears, in case of Companies whose accounts are in arrears, and to avoid delays in appointing auditors for the past few accounting years in arrears, the Company may initiate action for appointment of auditors for the subsequent years soon after the completion of audit of the preceding years. A copy of such certified accounts may be made available direct to the Principal Director (Commercial) in this Office. If the process is repeated in succession, the Company can hold a series of meetings of the shareholders and present the accounts. It can thus clear the accounts for 3-4 years within a period of one year.

II. CONDITIONS FOR THE AUDITORS

The Firm/LLP may please intimate their acceptance as auditors of the Company within 3 weeks of receipt of this $\mathbf{1}$ appointment letter (i) to the Company (ii) to this Office (iii) to the concerned DG/PAG/AG/MAB entrusted with the Supplementary Audit of the Company. If, for any reason the Auditors are not in a position to accept the appointment, they may intimate all the above-mentioned offices immediately along with the reasons for their decision.

The appointment / re-appointment of Firm/LLP is subject to its performance in the previous years' audit being $\mathfrak{D}$ adjudged as satisfactory by the DG/PAG/AG /MAB concerned.

is subject to the Auditors making the following The appointment/re-appointment of the auditors 3. declarations/undertakings:

That the firm/LLP is not disqualified under section 141 of the Companies Act, 2013 $(i)$
That no unreasonable TA/DA, out of pocket expenses will be claimed from the company. In case where audits are $(ii)$ allotted to the Branch office of the Firm no TA/DA should be claimed by the firm from the company for the audit of the Company/Units located at the same station of the branch.
(iii) That during the year of audit, and for one year (to be counted from the date of conclusion of the relevant Annual General Meeting of the Company) after the Firm/LLP ceases to be Auditor, the Firm/LLP cannot accept any assignment for consultancy or other services including those specified in section 144 of the Companies act, 2013 and non-audit assignments that involve performing management functions or making management decisions, directly or indirectly (as per explanation given under section 144 of the Companies Act, 2013), of the company or its holding company / subsidiaries (irrespective of the shareholding) / joint ventures of the Company whether under production sharing contract or otherwise. The above restriction would also be applicable to audit of annual accounts of subsidiary companies /Joint Ventures/Associates except where auditors of such subsidiary companies /Joint Ventures/Associates are appointed by CAG. This condition would not apply to assignments for the tax audit under Income Tax Act, VAT audit required under various State Legislations, review of Quarterly/half yearly accounts as per SEBI guidelines and other statutory certificates related to the audit assignment.
(iv) That no partner/chartered accountant employee of the firm /LLPs has been held guilty of professional misconduct by the Institute of Chartered Accountants of India during last year (in case any partner of the firm/LLP has been held guilty of professional misconduct by the Institute of Chartered Accountant of India, please furnish details thereof).
The audit would not be done by a person (i) who is neither a partner nor an employee of the firm/LLP to which the audit has been allotted; (ii) who was earlier associated with the audit of the said PSU as a partner/employee of the retiring auditor.
(vi) No partner of the firm/LLP would hold post of Director (except in the case of financial companies) or undertake audit or any other job/assignment of any Private organization/ Company which is in the same line of business or having any business relation with that of the PSU.

4 The auditor may start the audit of the Company immediately on receipt of the accounts of the Company. However, they should certify the accounts for the year only after the audited accounts for the previous year has been laid before the AGM for their consideration. In ease audited accounts of the previous years has been considered but finally not adopted by the shareholders, the auditor can certify the accounts of the succeeding year indicating the fact of the non-adoption of the previous years accounts in their report.

5 The time schedule for conducting the audit may be drawn up with scheduling of audit i.e indicating the period of audit of different departments/ units of the PSU and also the name of personnel & their qualification who will be deployed for audit of each unit. A copy of the time schedule so fixed may be sent to the concerned DG/PAG/AG/MAB so that they may also draw their time schedule for supplementary audit.

6 The Firm/LLP must complete the audit of the units/branches allotted to them within the time schedule stipulated by the management so that the statutory time schedule for placing the accounts in the AGM could be adhered to:

7 Record of audit work done in the form of working papers should be retained with sufficient information so as to support the auditors' significant conclusions and judgments.

8 The Auditors shall have to comply with the directions issued by this office under 143(5) of the Companies Act, 2013. The remuneration is inclusive of the fee on account of the additional work involved in this regard. Directions under section 143(5) is available at this office's official website i.e. www. saiindia.gov.in (CA Empanelment)

Statutory auditors of the companies who have adopted SAP should deploy at least one partner/employee having ISA/CISA qualification to conduct the audit.
The Company/Auditors will have to comply with the other provisions of the Companies Act, 2013 as may be required, which are not specifically covered above.

एन एम डी सी

एन एम डी सी लिमिटेड NMDC Limited (भारत सरकार का उद्यम) (A GOVT. OF INDIA ENTERPRISE)

पंजीकृत कार्यालय : 'खनिज भवन', 10-3-311/ए, कैसल हिल्स, मासाब टैंक, हैदराबाद- 500 028. Regd. Office: 'Khanij Bhavan' 10-3-311/A, Castle Hills, Masab Tank, Hyderabad - 500 028. नैगम पहचान संख्या / Corporate Identity Number : L13100AP1958 GOI 001674

F/COMP/ST.AUDIT/2019-20

Dated 16th August 2019

M/s. SAGAR & ASSOCIATES. Chartered Accountants, (HY0209) Flat No. 6-3-244/5 Saradadevi Street, Prem Nagar, Hyderabad 500 004 Telengana.

Dear Sirs,

Appointment of Auditors for the Financial Year 2019-20 by C&AG. Sub:

The Comptroller & Auditor General of India, vide Letter No. CA.V/COY/Central Government, NMDC (4)/127, dated 01-08-2019 has appointed your firm as the Statutory Auditors for Standalone accounts of NMDC Ltd. including its Head Office; R & D Labs and Sponge Iron Unit, Paloncha, under Section 139 of the Companies Act 2013, and also Statutory Auditor for Consolidated Financial Statements of the Company Under Section 139 read with section 129(4) of the Companies Act 2013, for the financial year 2019-20 You are requested to give the declarations/undertakings as per the sl.no. II of Annexure-I: "CONDITION FOR THE AUDITORS" of the above CAG's appointment order.

We intend to finalise the accounts and the process of audit by the end of April 2020 and to submit to the Government Audit in the first week of May 2020 for their Second phase of audit. A detailed programme will be drawn up in consultation with you in order to meet the above schedule. We will also be arranging a coordination meeting of all the auditors of the company to discuss the accounting issues.

We are here with enclosing a list of Directors and Previous Auditors of the company for your information pl.

We request you to kindly extend your cooperation in the matter of finalization of annual accounts. You are requested to communicate the acceptance of the offer of appointment to the C&AG, New Delhi under intimation to us. Kindly acknowledge receipt of this letter.

Thanking You.

Yours faithfully,

(A K Padhy) GM (Finance)

Encl: As Above.

SAGAR & ASSOCIATES CHARTERED ACCOUNTANTS

H.O.: H.No. 6-3-244/5, Sarada Devi Street, Prem Nagar, Hyderabad - 500 004. Phone: 040 - 2330 3371, 2339 55 88 Fax: 040 - 2339 0151 E-mail: [email protected] E-mail: [email protected] GST No: TS - 36AAJFS7295N1Z8 AP - 37AAJFS7295N2Z5

LETTER OF ACCEPTANCE

August 22, 2019 Hyderabad

B AUG 2019

The Managing Director, NMDC Limited Khanij Bhawan, 10-3-311/A, Castle Hills, Masab Tank, Hyderabad - 500 028

Sir.

Sub:- Appointment of Auditors u/s 139 of the companies Act, 2013 for the Financial Year 2019-20 - Reg.

Ref:- CA.V/COY/CENTRAL GOVERNMENT, NMDC (4)/127, DATED 01/08/2019 received from O/O C&AG, New Delhi

* * * *

With Reference to the letter no CA.V/COY/CENTRAL GOVERNMENT, NMDC (4)/127, dated 01/08/2019 received by us on 22.08.2019 from the Office of the Comptroller and Auditor General of India, 10, Bahadur Shah Zafar Marg, New Delhi - 110 124 communicating our appointment as statutory Auditors of M/s NMDC Limited u/s 139 of the companies Act, 2013 for the Financial Year 2019-20. We hereby convey our acceptance for the said assignment.

Further we hereby declare/undertake as follows:-

1. That the firm is not disqualified under section 141 of the companies Act, 2013
That no unreasonable TA/DA, out of pocket expenses will be claimed from $2.$ the Company. In cases where audits are allotted to the branch office of the firm no TA/DA should be claimed by the firm from the company for the audit of the company/Units located at the same station of the branch
That during the year of audit, and for one year (to be counted from the date 3. of conclusion of the relevant Annual General Meeting of the Company) after the firm ceases to be Auditor, the firm cannot accept any assignment for consultancy or other services including those specified in section 144 of the Companies Act, 2013 and non-audit assignments that involve performing management function or making management decisions, directly or indirectly (as per explanation given under section 144 of the Companies Act, 2013) of

o. FF-3, H.No. 40-6-2, Goteti Apartment, Kandari Hotel Street, Krishna Nagar, Vijayawada - 520 010. B.O.: H.No. 10-1-86, Mehar Nagar, Old Gajuwaka, Visakhapatnam - 530 026. B.O.: No. 4, Poes Road, 4th Street, Teynampet, Chennai - 600018. B.O.: Flat No. 3C, Jeevan Residency, Behind Kalanjali, Renigunta Road, Tirupati - 517 501.

the company or its holding company/subsidiaries (irrespective of the shareholding)/Joint ventures of the Company whether under production sharing contract or otherwise. The above restriction would also be applicable to audit of annual accounts of subsidiary companies/Joint Ventures/Associates except where auditors of such subsidiary companies/Joint Ventures/Associates are appointed by CAG. This condition would not apply to assignments for the tax audit under Income Tax Act, VAT audit required under various state legislations, review of Quarterly/Half yearly accounts as per SEBI guidelines and other statutory certificates related to the audit assignment.

That no partner/chartered accountant employee of the firm of auditors has $4.$ been held guilty of professional misconduct by the Institute of Chartered Accountants of India during last year.
The audit would not be done by a person (i) who is neither a partner nor an 5. employee of the CA firm to which the audit has been allotted; (ii) who was earlier associated with the audit of the said PSU as a partner/employee of the retiring auditor.
1. No partner of our firm would hold post of Director (except in the case of financial companies) or undertake audit or any other job/assignment of any Private organization/ Company which is in the same line of business or having any business relation with the PSU.

Yours Sincerely,

For Sagar and Associates, Chartered Accountants FR No. 0035105 $\mathcal{L}$ Hydeshod (V Vidyasagar, Babu Partner M. No. 027357

$CC$ to: $\sim$ The Senior Administrative Officer, Office of the Comptroller and Auditor General of India, 10, Bahadur Shah zafar Marg. New Delhi - 110 124

Director General of Comml, Audit & Ex-Officio MAB AGs Office Complex Saifabad, Hyderabad - 500 004

SAGAR AND ASSOCIATES CHARTERED ACCOUNTANTS

WHO WEARE

We, SAGAR AND ASSOCIATES is an established firm of chartered Accountants headquartered in Hyderabad with its branches at Vijayawada, Tirupati, Visakhapatnam & Chennai.

The firm comprises of twelve partner Chartered Accountants with rich and varied experience and brilliant track records in the field of Accounting, Auditing, Taxation and other spedalizations like IS audits, Project e·valuations and Valuations for M& A.

The firm has·been excelling in the field of Audit and Assurances services in respect of · Limited Companies, Banks, PSUs, Statutory bodies and other State and Central Government Departments. They also excel in Taxation matters, Industrial and Project financing, Critical Reviews and Special Audits of Investigative or forensic nature etc and renders quality services to the best satisfaction of the Auditees, Employers and Stakeholders.

(9UR DETAIL_S ______ _

Sagar & AssociatesChartered AccountantsPartnership
0035105
28.04.1989
12 Chartered Accountants (11 FCAs and 1 ACA)Three Partners Qualified in DISA
H. No. 6-3-244/5,Sarada Devi Street,Prem Nagar, Hyderabad - 500 004
040-23395588, 23303371Mob: 9848199705
sagarandassocia tes@ya hoo. co.insagarandassocia tes. ca@gma i l. com

OUR LOCATIONS

We have branches at Vijayawada, Tirupati, Chennai, & Vishakhapatnam

TAFF STRENGTH Other than partners

A. Chartered Accountants	03
B. Article Assistants	62 (includes semi-qualified 32)
C. Other staff	31 (includes semi-qualified 12 & 2 Ex Bankers)

SAGAR AND ASSOCIATES CHARTERED ACCOUNTANTS

lwe are Empaneled

A. Comptroller & Audit General of India - For Statutory Audit of Public Sector under takings (PSU)

Empanelment Reference No HY0209

B. Reserve Bank of India For Statutory Audit of Pub ~c Sector Banks · Unique Code No. 016105 (Category- I)
C. Indian Banks Association- Forensic audit on behalf of the Banks.

[Experience In Audit of Listed Entities ! -~--

LISTED Companies

1.NMDC Limited (From 2019 onwards)
2.Binny Limited (From 2016-17 onwards)
3.NTPC Limited (From 2015-16 to 2018-19)

4.Power Gdd Corporation ·of India Ltd (From 2011 -12 to 2014-15)

BANKS:

1. Andhra Bank (2015-16 to 2017-18)
1. Central bank of India (From 2009-10 to 2011-12)
1. Dhanalakshmi Bank (From 2012-13 to 2014-15)
1. Lakshmi Vilas Bank (From 2010-11 to 2013-14)

AI assistant

NMDC Ltd Audit Report / Information 2019

61742_rns_2019-11-08_5dd6026e-c7aa-45ac-ac8e-d28208fec3ad.pdf