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Directors Report of MMTC Ltd.

Mar 31, 2023

On behalf of Board of Directors, I present the 60th Annual Report on your company''s performance for the financial year ended 31st March 2023 along with Audited Statements of Accounts and Statutory Auditor''s Report.

OPERATIONAL RESULTS

Your company has recorded a turnover of Rs.271.77 crores during 2022-23 as against the turnover of Rs.7840.78 crore registered during last fiscal. This business turnover which is mainly consists of domestic trade of Rs. 271.77 crores. The Company has reported a net profit of Rs.1076.07 crores during 2022-23 as compared to net loss of Rs. 237.77 crores reported during the previous financial year. The reduction of revenue is mainly due to discontinuance of business operations of the company as per the instructions of Administrative Ministry.

Company''s performance during 2022-23 is given below: -

(Rs. in crores)

(Rs. in crores)

2022-23

2021-22

Sales of products

267.09

7,836.28

Sales of services

4.68

4.50

Other Trade Earnings

0.78

552.51

Total Revenue from Operations

272.55

8,393.29

Cost of Sales

258.30

7,799.79

Gross Profit from Operations

14.25

593.50

Add: Dividend and other Income

15.75

50.14

Less: Establishment & Administrative Overheads, etc.

135.15

160.56

Less: Debts/Claims Written off

0.03

0.02

Less: Provisions for Doubtful Debts/Claims/Advances/ Investments

1.72

1.05

Profit Before Interest, Depreciation and Amortization Expenses and Taxes

(106.90)

482.01

Less: Interest Paid(Net) (Interest Paid minus Interest earned)

26.76

201.64

Profit Before Depreciation and Amortization Expenses and Taxes

(133.66)

280.37

Less: Depreciation and Amortization Expenses

4.44

4.57

Less: Exceptional Items

(1417.26)

155.20

Profit Before Taxes

1279.16

120.60

Less: Provision for Current Taxes

143.11

17.34

Less: Provision for Deferred Taxes

59.98

341.03

Profit After Taxes

1076.07

(237.77)

Add: Balance brought forward from the previous year

(546.63)

(308.86)

Balance

Items of other comprehensive income recognized directly in retain earnings

Items recognized directly in retain earnings

-

-

Dividend & Dividend Tax

-

-

Appropriations:

General Reserve

-

-

Leaving a Balance to be carried forward

529.44

(546.63)

The performance of different business groups of your Company is highlighted in the Management Discussion and Analysis Report, which is annexed and forms part of this Report. Auditor / CAG report along with management replies and Notes to accounts contain important information affecting company financials such as Loan Re-structuring, Anglo Coal dispute, disinvestment of NINL, etc.

EQUITY SHARE CAPITAL & DIVIDEND

There is no change in equity capital of the company during the year. The paid up equity of the company stood at Rs.150 crores comprising of 150 crores number of equity shares of the face value of Re.1/- each, as on 31.3.2023. The Board of Directors has not recommended any dividend for the year 2022-23 in view of current liquidity crunch, exhaustion of bank limits and difficulties in meeting its day-to-day working capital requirement and net loss incurred by the Company during 2020-21 & 2021-22.

RESERVES

A sum of Rs.50.34 crores was available in the reserves and surplus of your Company as on 1st April, 2022. An amount of Rs. 1126.41 crores is available in "Reserves and Surplus" of your Company as on 31st March, 2023.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo of your Company during 2022-23 has been as under:-

EARNINGS (Rs./Cr)

OUTGO (Rs./Cr)

Exports

3.76

Imports

61.15

Others

0.21

Others

-

Total

3.97

Total

61.15

Awards

MMTC has been awarded by CAPEXIL Awards for Excellence in Exports for the year 2017-18 to 2021-22(five years) in the following categories:

Year

Panel/Sector

Award

2017-18

Bulk Minerals and Ores/Canalised Agency

Highest

2018-19

Bulk Minerals and Ores/Canalised Agency

Highest

2019-20

Bulk Minerals and Ores/Canalised Agency

Highest

2020-21

Bulk Minerals and Ores/Canalised Agency

Highest

2021-22

Bulk Minerals and Ores/Canalised Agency

Certificate of Merit

SUBSIDIARY COMPANY

During the financial year 2022-23 MTPL achieved sales turnover of USD 405.15 million as against USD 456.58 million recorded during last fiscal. The Net Profit of MTPL during the financial year 2022-23 amounted to USD 0.51 million as against USD 0.69 million earned during 2021-22. The net worth of MTPL stood at USD 5.68 million as on 31st March 2023. Overall dividend declared by MTPL since inception is USD 27.945 million which includes a dividend of USD 1 million received from MTPL during FY 2022-23.

Recently there are reports of lapses/cases of default by MTPL Singapore to the tune of around Singapore Dollar 23 million in July, 2023. The auditors/CAG/MoC/BSE/NSE have been informed.

Pursuant to the provisions of Section 129 of the Companies Act, 2013, the audited financial statements of MTPL together with Directors’ Report & Auditor''s Report are attached herewith.

MMTC''s Joint Venture - Neelachal Ispat Nigam Ltd. (NINL)

The divestment process of NINL, the joint venture company got completed on 04.07.2022 under the aegis of DIPAM. In this process, MMTC recovered an amount of Rs.1872.35 Crore (net of withholding tax) through distribution of sale consideration to promoters in the form of equity on 4th July 2022. MMTC’s share in total divestment proceeds is Rs.5335 crores. Tata Steel Long Products Limited now owns NINL.

Other Projects/ Joint Ventures

A brief on the current status of such JVs set up in past years is given hereunder:

(I) Your company presently holds 6% equity capital in Indian Commodity Exchange Limited (ICEX) as on 31.3.2023. As per regulation, 17 of SECC Regulations, 2018 in terms of SEBI Circular Reference no. CIR/CDMRD/DEA/03/2015 dated 26 November 2015 holding has to be reduced to 5% or less. MMTC in 2018 and 2019 appointed consultants for valuation and disinvestment of equity in ICEX. However, MMTC did not receive any bids against the RFPs for sale of stake in ICEX. As of March 31,2023, the shares of ICEX are not available for purchase on any stock exchange. MMTC tried to sell its equity in ICEX in FY 2017-18 and again from FY 2019-20 to 2021-22, but MMTC was unable to find any buyers. SEBI passed order dated 10.05.2022 for withdrawal of recognition to ICEX vide official gazette of India on 18.05.2022. However, Securities Appellate Tribunal (SAT), by its order dated 13 June 2022 has Quashed SEBI order derecognizing ICEX and has given ICEX one-year time from 13.6.2022 to complete all compliances to SEBI’s satisfaction during this period all trading activities would remain suspended. ICEX Board in February 2023, approved the voluntary surrender of the License/Recognition of the Exchange to Regulator (SEBI) and to discontinue the Commodity derivatives business. Further, ICEX Board decided to consider new line of business(es) at appropriate time.

(ii) Your company had participated in the equity of Currency Futures Exchange under the name and style of "United Stock Exchange of India Ltd which had been merged with “BSE Limited" (BSE) wherein your Company presently holds 116883 (post bonus issue) equity shares of Rs. 2/- each in BSE. During the year BSE earned a PAT of Rs.166.91 crores as against Rs195.12 crores earned during 2022-23 and paid dividend of Rs.12/- on equity share of Rs. 2/- each for the Financial Year 2022-23.

(iii) MMTC-PAMP India Pvt. Ltd., a joint venture Company between MMTC Limited and PAMP SA, Switzerland, operates a precious metals processing facility. MPIPL is India’s first and only LBMA Good Delivery Refinery accredited for Gold and Silver. The Joint Venture achieved a turnover of Rs.31,503.75 crore and a profit (after tax) of Rs.118.61 crore during the period FY 2022-23. The JV company has declared a dividend of Re.2/- per share for 2022-23.

(iv) The JV company - SICAL Logistics Limited (SLL), MMTC Ltd and L&T Infrastructure Development Projects Limited (L&T IDPL) entered into a Share Purchase Agreement on 25.02.2009 and held 63%, 26% and 11% equity respectively to form a Special Purpose Vehicle Company i.e. SICAL Iron Ore Terminal Limited (SIOTL), for development of an Iron Ore berth at Kamarajar Port (earlier known as Ennore Port) near Chennai to handle Iron Ore capacity of 12 MMTPA.

M/s SICAL Iron Ore Terminals Limited (SIOTL) could not commence commercial operations due to non availability of iron ore from Bellary-Hospet Sector in Karnataka State and banning of mining / movement of iron ore for exports by state govt. In view of uncertain future of iron ore exports and to utilize the infrastructure created, Kamarajar Port Trust (erstwhile Ennore Port Trust) decided to award the facility through bidding process for modification of the facility to handle common user coal. As coal does not have synergy with MMTC’s existing line of business, In Sept’2016, MMTC Board decided to exit from the JV. MMTC invited bids through online tender for sale of its entire 26% equity in the SIOTL, however no response was received. Meanwhile, as per “Right of First Refusal" in Shareholders Agreement of SIOTL, SICAL Logistics Ltd; (lead promoter of SIOTL) offered to purchase MMTC’s equity at reserve price fixed by MMTC which MMTC Board decided to accept. Share Purchase Agreement was signed with Sical Logistics Ltd on 31.05.2018 for sale of MMTC’s equity in SIOTL and in terms of the agreement M/s Sical Logistics Ltd had deposited Rs.0.50 Cr (PY Rs.0.50 Cr) with MMTC towards performance of agreement. Time to time, the validity of the SPA was extended. Last extension was valid till 31.03.2020. On account of financial crisis, M/s Sical Logistics could not pay the sale value against SPA and therefore provision for Rs.33.80 crore was created by MMTC on 31.03.2020 towards diminution in value of investment.

In the March 2021, NCLT pronounced an order as against M/s Sical Logistics Limited initiating corporate insolvency resolution process pursuant to the application preferred by MOL Toyofuji Automotive Logistics [India] Private Limited and an Insolvency Resolution Professional (IRP) was been appointed. MMTC lodged its claim for Rs.34.26 crores with CIRP (Corporate Insolvency Resolution Professional) towards unpaid share sale consideration based on the SPA.

Meanwhile, on 21.12.2020, KPL issued a Notice of Intent to Terminate to SIOTL alleging a financial default under the License Agreement dated 11.07.2016. On 22.03.2021, KPL issued a 90 days’ Termination Notice to SIOTL with effect from 22.03.2021. On the same date, KPL has also issued a Transfer Information Notice calling for information from JV Co within 30 days, i.e. by 20.04.2021. As suggested by advocates, MMTC filed a writ petition on 24/06.2021 in Madras High Court for settlement of dispute through Administrative Mechanism of Resolution of Dispute (AMRD).

However, Hon’ble MHC while referring to (Administrative Mechanism for Resolution of Commercial Disputes) AMRCD has opined that “such being position of law, this court of the view that remedy available to petitioner is elsewhere and not this court". The Hon’ble Court vide its order dated 30.11.2021 held that the “writ petition filed by MMTC itself is not maintainable". MMTC has challenged the order vide WA 498 of 2022 & was listed on 28.3.2022/7.4.2022 and is still pending for admission.

The Resolution Professional (RP) in CIRP of SICAL also challenged the impugned termination notice dated 22.03.2021 passed by KPL before NCLT. MMTC moved an application to be impleaded in the said application of the RP. The application of RP was dismissed by NCLT for want of jurisdiction vide Order dated 11.03.2022. As a result, MMTC application was also dismissed.

M/s SIOTL’s have initiated corporate insolvency resolution process against SIOTL in NCLT under Insolvency and Bankruptcy Code 2016. Vide order dated 01.03.2022, NCLT Chennai has admitted their applications and have appointed an IRP.

MMTC has also taken legal opinion of ASG whether MMTC can proceed under AMRCD against KPL and options available to recover its investment.

NCLT vide it order dated 08.12.2022 has approved the resolution plan of SLL and the successful resolution applicant has been appointed.

Subsequently MMTC had also written to RP of Sical Iron Ore Terminal Limited (SIOTL) submitting MMTC’s claim for recovery of its investment of Rs 34.26 crore and enforcing of the Share Purchase Agreement (SPA) entered between MMTC and Sical Logistics Limited (SLL), alongwith RP of SLL for enforcing the SPA against SLL or against the revived entity after resolution. MMTC also wrote a letter to M/s Pristine Malwa Logistics Park private limited (As the successor of SLL after the resolution) requesting to enforce the SPA against SLL or against the revived entity.

Further RP of SIOTL vide letter dated 02.03.2023 had rejected MMTC’s claim and subsequently NCLT vide its Order dated 23rd June’23 has decided to initiate the liquidation process in respect of Sical Iron Ore Terminal Limited (SIOTL) and has accordingly appointed the Liquidator for the same.

In the meantime MMTC is exploring possibilities to make an appeal in NCLAT against NCLT’s order dated 08.12.22 to recover its investment in SIOTL.

(v) To promote the concept of Free Trade Warehousing Zones in India as declared in the EXIM Policy, MMTC and IL&FS established SPV IN 2004-05 in the name of Free Trade Warehousing Pvt Ltd. The equity is held on 50:50 basis between MMTC and IL&FS. Two 100% owned subsidiaries of FTWPL were established to administer the land banks at Kandla and Haldia. In view of financial situation of the promoters and the need for infusion of the substantial funds for development of the Project, it was decided by the promoters to exit from the project. Accordingly, the land at Kandla has been surrendered to the Project Authority. With regard to Haldia Land, local farmers had filed petition against Haldia Development Authority challenging the land acquisition in 2015 and stay was granted by Hon’ble High Court of Calcutta. Due to prolonged litigation and stay not being lifted, promoters decided to surrender the land to Haldia Development Authority(HDA). Accordingly in March, 2020, land was surrendered to HAD and refund of amount of Rs.36 crores is being followed up.

(vi) A 15 MW capacity Wind Mill project with 25 Wind Energy Generators was commissioned by MMTC in March, 2007 at Gajendragad in Karnataka. The power generated by the project is sold to HESCOm. The project is running successfully and has contributed to the development of area by meeting some of the power needs of Karnataka State. The turnover of the Wind Mill project during 2022-23 was Rs. 5.13 crores by sale of wind power generated by the wind farm at Gajendragad in Karnataka.

INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

Cordial and harmonious industrial relations were maintained in your company during the year. No man days were lost due to any industrial unrest during the year. Further, meetings with representatives of Federation of Officers Associations/ Staff Unions/ SC&ST Associations, were held to share information / ideas with a view to achieve Company’s goals and objectives.

The aggregate manpower of your company as on 31st March, 2023 stood at 522, comprising of 3 Board level Executives, 1 CVO, 236 officers and 282 staff/ worker. The manpower also includes 1 officer and 40 staff/ worker of erstwhile Mica Trading Company Ltd., which had been merged with your company pursuant to the orders of BIFR.

The composite representation of the total manpower is - women employees representing 20.50% (107 employees) of the total manpower; SC, ST, OBC & Persons with Benchmark Disabilities (PwBD) to the extent of 21.65% (113 employees), 12.07% (63 employees), 12.07% (63 employees) and 2.30% (12 employees) respectively.

No recruitment was made during the year.

IMPLEMENTATION OF RESERVATION POLICY

Your company has been complying with the Presidential Directives and other instructions/guidelines issued from time to time by the Government of India regarding the reservation in services for Scheduled Castes (SCs), Scheduled Tribes (STs), Other Backward Classes (OBCs), Economically Weaker Sections (EWS), Persons with Benchmark Disabilities (PWBDs) and Ex-servicemen. During the year, MMTC has successfully responded to the study visit of Hon’ble Parliamentary Committee on the Welfare of SCs & STs at Panaji (Goa) and also review meeting by Hon’ble Member of National Commission for Scheduled Castes (NCSC) at Bengaluru. A statement showing representation of employees belonging to SC/ST/OBC is as below:

Representation of SCs/STs/OBCs/Divyang as on 31.03.2023

Group

Total No.

SCs of Employees

%age

SCs

STs

%age

Sts

OBCs

%age

OBCs

Divyang

%age

Divyang

A

240

51

21.25

19

7.92

30

12.50

10

4.17

B

162

34

20.99

32

19.75

3

1.85

2

1.23

C

48

6

12.50

3

6.25

12

25.00

0

-

D

72

22

30.55

9

12.50

18

25.00

0

-

Total

522

113

21.65

63

12.07

63

12.07

12

2.30

Recruitment of SCs/STs/OBCs/Divyang during the year 2022-23

Group

Total

Recruitment

SCs

%age

SCs

STs

%age

STs

OBCs

%age

OBCs

Divyang

%age

Divyang

A

No recruitment made.

B

No recruitment made.

C

No recruitment made.

D

No recruitment made.

Total

-

-

-

-

-

-

-

-

-

Promotion of SCs/STs during the year 2022-23

Group

Total Promotions

SCs

%age SCs

STs

%age Sts

A

42

8

19.05

7

16.67

B

1

1

100

-

-

C

-

-

-

-

-

D

-

-

-

-

-

Total

43

9

20.93

7

16.28

TRAINING AND DEVELOPMENT

For further enhancing / upgrading the skills of employees in the constantly changing business scenario, 189 employees were imparted training during the year in different spheres of company’s activities. The training interventions held covered both functional & behavioural trainings. The employees deputed for training programmes included 30 employees belonging to SC, 18 to ST and 112 women employees.

IMPLEMENTATION OF OFFICIAL LANGUAGE

Your company is committed to complying with the Official Language Policy of the Government of India. During the year 2022-23 the company made continuous efforts with the aim of promoting the use of Hindi and achieving the targets set in the annual program issued by the Department of Official Language (Ministry of Home Affairs, Government of India). To meet the targets given in the Official Language Annual Programme, discussions were held in the regular meetings of the Official Language Implementation Committee held at Corporate Office and Regional Offices and the decisions taken in the meetings were implemented effectively. To promote the use of official language by the employees of the company, Hindi workshops, Hindi day/week/fortnight etc. were organized in the Corporate Office and all regional offices during the year under review. At the same time, the employees/officers were personally apprised of the tools related to the official language so that they can do their work in Hindi in a better way. Consequent upon this, there was a considerable increase in the use of Hindi in day-to-day official work.

During the year, along with other items of official language implementation, Hindi website of MMTC was regularly updated in line with English. During the year, two of its Regional Offices were inspected by the Corporate Office to review the progress of implementation of official language and suggestions were given for improvement in the use of Hindi in the office accordingly. As a result of which there has been a considerable improvement in the implementation of official language. No inspection was done by the Parliamentary Committee on Official Language and the Department of Official Language during the year.

CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABLE DEVELOPMENT

Your company’s CSR Policy is in line with Section 135 of the Companies Act ‘2013 and the CSR Rules as notified by the Ministry of Corporate Affairs and the CSR projects have been undertaken in terms of Section 135 of the Companies Act. The CSR Policy is hosted on the Company’s website in bilingual form.

Your company incurred losses during FY 2019-20, FY 2020-21 and FY 2021-22. Accordingly, the CSR budget calculated in accordance with the Section 198 of the Companies Act, 2013 i.e. 2% of average net profit of preceding 3

years was negative. Therefore, there was no annual CSR budget approved by Board of Directors for the year 202223. As such, no fresh CSR project was undertaken during FY 2022-23. However, your company only executed ongoing CSR projects of FY 2019-20 which were carried forward to FY 2022-23.

In terms of Section-21(b) of the Companies (Amendment) Act 2019, a Special CSR Bank Account was opened for the unspent CSR funds during FY 2020-21. As on 01.04.2022, an unspent amount of Rs. 5.27 lakhs was available in the account. The utilization of funds from this account during FY 2022-23 is as below:

Opening Balance (as on 01.04.2022)

Rs. 5.27 lakhs

Expenditure during FY 2022-23:

Payment of final installment towards Construction of New Waiting Hall for

Maternity & Child Health (MCH) Ward in District Hospital, Baran (Rajasthan)

(CSR Project of FY 2019-20).

Rs. 5.27 lakhs

Closing Balance (as on 31.03.2023)

Nil

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIVE, PROHIBITION & REDRESSAL) ACT, 2013

Your company has put in place a policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up at Corporate Office & Regional Offices to redress complaints received regarding sexual harassment at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaint was received by the company under the above Act during the year.

INFORMATION UNDER RIGHT TO INFORMATION (RTI) ACT

Your company as a Public Authority has responded to various compliances under RTI Act ‘2005. Details of designated First Appellate Authority (FAA), Chief Public Information Officer (CPIO)/ Nodal CPIO, Public Information Officers (PIOs) etc. have been displayed on public domain. During the year, a total of 57 RTI applications were received directly / under Sec.6(3) of the RTI Act and all the RTIs have been disposed off. Further, a total of 13 First Appeals were received by FAA, which were also disposed off. Your company has also undertaken ‘Self-Assessment Audit’ of the Voluntary Disclosures to be made on public domain (www.mmtclimited.com) in terms of provisions laid down in Section-4 of the RTI Act 2005 and same is submitted for third party audit and final evaluation by CIC.

CONSERVATION OF ENERGY

During the year 2022-23, there was no activity in MICA group of your company. Therefore, pursuant to rule 8(3) of the Companies (Accounts) Rules, 2014, the company does not have anything to report under this head.

VIGILANCE

In the light of Department of Commerce, Ministry of Commerce & Industry’s directions for winding down MMTC and pending final decision on closure of MMTC, Vigilance Division of MMTC is laying its emphasis on Preventive Vigilance Measures and systemic improvement. During the year, 44 inspections were conducted by Vigilance Officers (VOs) and 21 by Non-Vigilance Officers (NVOs) of Regional Offices and the inspection reports submitted were processed at Vigilance Division at Corporate Office and appropriate actions were taken, wherever required. In addition 6 CTE type inspections were also carried out of the tenders floated by Regional Offices. 10 Audit Reports of Internal Auditors have been examined and shortcoming observed were communicated for corrective action. Apart from inspections, division has also scrutinized 114 Annual Property Returns of the employees.

During the year Vigilance Division processed 17 complaints (CVC-3, Others-14), out of which 16 complaints have been disposed of and action on remaining 1 complaint was in progress as on 31.03.2023. Further during the year Vigilance Division dealt with two case of Departmental Proceeding involving six officials. In one case involving three officials proceeding have been finalized by the Disciplinary Authority by issuing penalty orders and in another case involving three officials, oral departmental proceedings have been completed and case is with Disciplinary Authority for final orders.

Compliance with respect to ODI, Agreed List(s), MIS updation of DoPT Solve, QPR, CTE-type QPR, Structured Meetings have been responded to in line with extant guidelines and reports submitted to CVC.

As per instructions of CVC, MMTC has conducted three months campaign (16th August, 2022 to 15th November, 2022) on Preventive Vigilance measures cum housekeeping activities as a precursor to VAW 2022, started from 31st October, 2022 to 6th November, 2022 on the theme “Corruption Free India for a Developed Nation”. During this period preventive vigilance cum internal housekeeping activities viz. property management, management of assets, recording management, updation of guidelines/circulars/manuals, and disposal of complaints were taken up. In addition, lectures from spiritual personalities were also organized on the theme corruption in life and affects thereon and presentation on rules/guidelines was also conducted by Director/CVC. On successful completion of the campaign, compliance report was furnished to CVC.

VIGIL MECHANISM

In accordance with the provisions of Section 177 of Companies Act 2013, the Board of your company introduced a Scheme on ‘Vigil Mechanism’ in 2014. The vigil mechanism is established for Directors and employees to report their genuine concerns. The concerns, if any, from any employee/Director shall be addressed to the Chairman of the Audit Committee. During the year under review, no such complaint has been received. This mechanism is apart from the Whistle Blower Policy, already in force.

INTEGRITY PACT

Integrity Pact is promoted as part of series of steps taken by Central Vigilance Commission for ensuring transparency, equity and competitiveness in public procurement. Your Company has also implemented the same to promote transparency/equity amongst the bidders and to plug any possibility of corrupt practices in trade conducted by the Company. Shri Bal Raj, ITS (Retd.), has been appointed to function as Independent External Monitor(IEM).

CORPORATE GOVERNANCE

Corporate Governance has emerged as an important tool to the business community to become efficient, competitive and successful enterprise. Your Company reposes its firm faith in continuous development, adoption and dedication towards the best corporate governance practices. Towards this end, the norms prescribed under the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Guidelines as applicable for CPSEs issued by the Department of Public Enterprises in this regard are being implemented regularly. Recently, three Independent Directors have been appointed and inducted on the Board of Directors, including one Independent Woman Director. With these inductions, the company has fulfilled the requirement of minimum number of Independent Directors on the Board i.e. one third in case of non-executive chairperson.

A separate Report on Corporate Governance along with certificate from M/s VAP & Associates (CP No.13901) regarding compliance of the stipulations relating to corporate governance specified in Listing Regulations is annexed hereto and forms part of this report. It may be mentioned that the company has complied with the CG norms prescribed by the Department of Public Enterprises applicable for CPSEs and the quarterly reports on compliance of Guidelines of Corporate Governance for CPSEs are sent regularly.

CODE OF CONDUCT

Pursuant to Regulation 15(5) of Listing Regulations, the Code of Conduct applicable to the Board members & senior management personnel has been posted on the website of your company. All Board Members and Senior Management Personnel as on 31st March, 2023 to whom the said Code is applicable have affirmed compliance of the same for the period ended 31st March, 2023. Based on the affirmation received from Board Members and Senior Management Personnel, declaration regarding compliance of Code of Conduct made by the Chairman & Managing Director is given below:

Declaration as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and DPE’s Guidelines on Corporate Governance

“All the members of the Board and Senior Management Personnel have affirmed compliance of the ‘Code of Business Conduct & Ethics for Board Members and Senior Management Personnel’ of the company for the financial year ended on March 31,2023.”

BUSINESS RESPONSIBILITY REPORT

In accordance with the provisions of regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has prepared the Business Responsibility & Sustainability Report for inclusion in the Annual Report for the year 2022-23. The framework and principles suggested by SEBI is to assess compliance with environment, social and governance norms pertaining to Sustainable Development Goals. The said Business Responsibility Report is annexed herewith and forms part of the Annual Report.

PUBLIC PROCUREMENT POLICY FOR MICRO & SMALL ENTERPRISES

Under Public Procurement Policy (PPP) issued by the Ministry of Micro, Small and Medium Enterprises, Government of India for Micro & Small Enterprises (MSEs), a minimum of 25% share out of the total procurement of goods and services by Central Ministries/Departments/PSUs are to be made from MSEs. Further out of the 25% target of annual procurement from MSEs, a sub-target of 5% annual procurement from MSEs owned by SC/ST Entrepreneurs and an additional 3% reservation for the Women owned MSEs within the above 25% reservation is applicable vide Gazette Notification dated 09.11.2018. Preference will be given to firms registered with the M/o MSME as per guidelines prescribed under MSMEs Act, 2006.

Pursuant to Public Procurement Policy, during the year 2022-23, total annual procurement by MMTC in respect of administrative requirements was Rs.7.80 Cr., out of which goods and services worth Rs.6.86 Cr. (i.e. 87.9%) were procured from MSEs including MSEs owned by SC/ST Entrepreneurs, Rs.0.49 Cr. (i.e. 7.26%) from MSEs owned by SC/ST entrepreneurs and 1.54 Cr. (22.48%) from MSEs owned by Women Entrepreneurs. On successful execution of the work orders placed on them, payments were released to MSEs..

PUBLIC DEPOSIT SCHEME

As on 1st April 2022, there were no outstanding public deposits and the company did not invite/ accept any public deposit during the year ended 31st March, 2023.

ANNUALRETURN

Pursuant to Section 92(3) of Companies Act, 2013 a copy of the Annual Return filed during 2022-23 is available on the website of the company: www.mmtclimited.com.

STATUTORY AUDITORS’ REPORT

The report of Statutory Auditors for the year 2022-23 along with Management''s reply to the observations of the Statutory Auditors is annexed herewith.

COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA

The Comptroller & Auditor General of India (C&AG) has given ‘NIL’ comments under section 143 (6) (b) of the Companies Act, 2013 on the Standalone and Consolidated Accounts of the Company for the year ended 31.03.2023 vide Communications dated 28-07-2023 and 03-08-2023 respectively.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. VAP & Associates, Company Secretaries, New Delhi to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report (in Form MR-3) along with Management’s Reply on the observations of the Secretarial Auditor is annexed herewith.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of investments, loans and guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given in Notes forming part of the financial statements.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company with Related Parties were in the Ordinary Course of Business. The Audit Committee granted omnibus approval for the transactions undertaken during 2022-23. Suitable disclosures as required under Ind AS-24 have been made in Note 42 of Notes to the financial statements. Details of the transaction are provided in Form AOC-2 which is annexed herewith.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company’s website at the following link: http://mmtclimited.com/files/related%20party%20transaction%20policy% 20eng.pdf

RISK MANAGEMENT POLICY

The Board of Directors approved the Risk Management Policy after the same has been duly recommended by the Audit Committee of Directors to take care of various risks associated with the business undertaken by your company. The details of various Risks associated with the trade conducted by the company and its risk management as practiced by the Company are provided as part of Management Discussions and Analysis Report which is annexed

herewith. Further, the company has implemented Fraud Prevention Policy in order to enforce controls and to aid in prevention and detection of frauds in the Company. The Policy intends to promote consistent legal and ethical organizational behaviour by assigning responsibility for the development of controls, and providing guidelines for reporting and conduct of investigations of suspected fraudulent behaviour.

The Company does not take exposure in volatile commodities/ market condition. Generally, it makes purchases only against confirmed orders backed by appropriate margin money. Guidelines are in place requiring forward foreign exchange cover to be taken in respect of transactions involving MMTC funds.

CONSERVATION OF ENERGY

During the year 2022-23, there was no activity in MICA group of your company. Therefore, pursuant to rule 8(3) of the Companies (Accounts) Rules, 2014, the company does not have anything to report under this head.

PARTICULARS OF EMPLOYEES

As per provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose the ratio of the remuneration of each director to the median employee’s remuneration and details of employees receiving remuneration exceeding limits as prescribed from time to time in the Directors’ Report. However, as per notification dated 5th June, 2015 issued by the Ministry of Corporate Affairs, Government Companies are exempted from complying with provisions of Section 197 of the Companies Act, 2013. Therefore, such particulars have not been included as part of Directors’ Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 the year ended 31.3.2023;

c) the Directors have taken a 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;

d) the Directors had prepared the annual accounts on a going concern basis.

e) the Directors of your company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) 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.

g) At present, MMTC is not carrying out any business activity

h) Auditors/CAG comments on annual accounts of MMTC for the year 2022-23 form part of the annual accounts and are available in this report.

DISPUTE BETWEEN MMTC & ANGLO AMERICAN COAL

The Execution Petition No.19/2018 filed by Anglo Coal against MMTC post Hon’ble Supreme Court award in favour of Anglo Coal in respect of non performance of coking coal contract is pending in Delhi High Court. MMTC deposited Rs.1087 crores approx. on 20.7.2022 to secure the interest of the decree holder. Next date posted to 30.10.2023 for hearing on the application filed by MMTC to stay the proceedings in view of pending CBI complaints.

BOARD OF DIRECTORS

Following are the changes in the Board of Directors of your company since 1st April 2022: -

Name of the Director

Category

Date of Appointment/ Cessation

Cessation

Appointment/

Shri Vibhu Nayar

CMD (Addl. Charge)

31-08-2022

Cessation

Shri Hardeep Singh

CMD (Addl. Charge)

27-10-2022

Appointment

Shri Shashank Priya

Govt. Nominee Director

10-01-2023

Cessation

Dr.(Mrs.) Swadhinta Krishna

Independent Director

21-01-2023

Cessation

Ms Arti Bhatnagar

Govt. Nominee Director

13-03-2023

Appointment

Ms S. Meenakshi

Independent Director

9-06-2023

Appointment

Shri Srinivas Rao Maddi

Independent Director

10-06-2023

Appointment

Shri Nabarun Nayak

Independent Director

3-8-2023

Appointment

Shri J Ravi Shanker

Executive Director

4-07-2023

Cessation

The Board places on record its deep appreciation for the commendable services and the contributions made by Shri Vibhu Nayar, Shri Shashank Priya and Dr.(Mrs.) Swadhinta Krishna& Shri J Ravi Shanker Directors who ceased to be on the Board. The Board welcomes new Directors on the Board and expresses its confidence that the Company shall immensely benefit from their rich and varied experience.

In terms of provisions of Article 87(4)(A) of Articles of Association of the Company regarding rotational retirement of Directors, Shri Kapil Kumar Gupta, Director(Finance) shall retire at the AGM and, being eligible, has offered himself for re-appointment.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders-Shareholders, Department of Commerce, all Govt. Agencies, RBI and other Banks, Railways, Customs, Ports, Customers, Suppliers and other business partners for the excellent support and cooperation received from them during the year. Your Directors also recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution towards its progress.

By the Order of the Board

Sd/-

(Hardeep Singh ) Chairman and Managing Director

Dated: 22.09.2023


Mar 31, 2022

On behalf of Board of Directors, I present the 59th Annual Report on your company’s performance for the financial year ended 31 st March 2022 along with Audited Statements of Accounts and Statutory Auditors’ Report.

OPERATIONAL RESULTS

Your company has recorded a turnover of Rs.7840.78 crores during 2021-22 as against the turnover of Rs. 26,364.50 crores registered during last fiscal. This business turnover includes Exports of Rs.34.40 crores, Imports of Rs.7070.58 crores and domestic trade of Rs. 735.80 crores. The Company has reported a net loss of Rs. 241.93 crores during 2021-22 as compared to net loss of Rs. 769.69 crores reported during the previous financial year.

Company''s performance during 2021 -22 is given below: -

(Rs. in crores)

(Rs. in crores)

2021-22

2020-21

Sales of products

7,836.28

26,361.59

Sales of services

4.50

2.91

OtherTrade Earnings

552.51

17.11

Total Revenue from Operations

8,393.29

26,381.61

Cost of Sales

7,799.79

26,267.23

Gross Profit from Operations

593.50

114.38

Add: Dividend and other Income

50.14

36.97

Less: Establishment & Administrative Overheads, etc.

160.56

163.33

Less: Debts/Claims Written off

0.02

5.80

Less: Provisions for Doubtful Debts/Claims/Advances/ Investments

1.05

1.06

Profit Before Interest, Depreciation and Amortization Expenses and Taxes

482.01

(18.84)

Less: Interest Paid(Net) (Interest Paid minus Interest earned)

201.64

193.26

Profit Before Depreciation and Amortization Expenses and Taxes

280.37

(212.10)

Less: Depreciation and Amortization Expenses

4.57

4.94

Less: Exceptional Items

155.20

877.17

Profit Before Taxes

120.60

(1.094.22)

Less: Provision for Current Taxes

21.50

0.07

Less: Provision for Deferred Taxes

341.03

(324.60)

Profit After Taxes

(241.93)

(769.69)

Add: Balance brought forward from the previous vear

(308.86)

460.83

Balance

Items of other comprehensive income recognized directly in retain earnings

Items recoanized directlv in retain eaminqs

-

-

Dividend & Dividend Tax

-

-

Appropriations:

General Reserve

-

-

Leaving a Balance to be carried forward

(550.79)

(308.86)

The performance of different business groups of your Company is highlighted in the Management Discussion and Analysis Report, which is annexed and forms part of this Report. Auditor / CAG report along with management replies and Notes to accounts contain important information affecting company financials such as Loan Re-structuring, Anglo Coal dispute, disinvestment of NINL, etc.

EQUITYSHARE CAPITAL & DIVIDEND

There is no change in equity capital of the company during the year. The paid up equity of the company stood at Rs. 150 crores comprising of 150 crores number of equity shares of the face value of Re.1/- each, as on 31.3.2022. The Board of Directors has not recommended any dividend for the year 2021-22 in view of current liquidity crunch, exhaustion of bank limits and difficulties in meeting its day-to-day working capital requirement and net loss of approx. Rs.241.93 crores incurred by the Company during the year 2021 -22.

RESERVES

A sum of Rs.288.11 crores was available in the reserves and surplus of your Company as on 1st April, 2021. An amount of Rs.46.18 crores is available in "Reserves and Surplus" of your Company as on 31 st March, 2022.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo of your Company during 2020-21 has been as under: -

EARNINGS (Rs./Cr)

OUTGO (Rs./Cr)

Exports

116.68

Imports

5994.35

Others

Others

-

Total

116.68

Total

5994.35

SUBSIDIARY COMPANY

To tap South East Asian market for trading in commodities, MMTC Transnational Pte. Ltd. (MTPL), Singapore, the wholly owned subsidiary of your Company has been engaged in commodity trading and has established itself as a credible and reputable trading outfit in Singapore. During the financial year 2021-22 MTPL achieved sales turnover of USD 456.58 million as against USD 486.20 million recorded during last fiscal. The Net Profit of MTPL during the financial year 2021-22amounted to USD 0.69 million as against USD 1.12 million earned during 2020-21. The net worth of MTPL stood at USD 6.17 million as on 31st March 2022. Overall dividend declared by MTPL since inception is USD 26.94 million which includes a dividend of USD 5.00 million received from MTPL during FY2021-22.

Pursuant to the provisions of Section 129 of the Companies Act, 2013, the audited financial statements of MTPLtogetherwith Directors’ Reports Auditor''s Report are attached herewith.

MMTC''s Joint Venture-Neelachal IspatNigam Ltd. (NINL)

Your Company set up Neelachal Ispat Nigam Limited (NINL) - an Iron & Steel Plant of 1.1 million tonnes capacity, 0.8 million tone coke oven and by product unit with capitive power plant, jointly with PSUsof Govt, of Odisha and other CPSEs.

Cabinet Committee on Economic Affairs (CCEA) on 8th Jan 2020 had given ‘in principle’ approval for strategic disinvestment of equity shareholding of MMTC (49.78%), NMDC (10.10%), MECON (0.68%), BHEL (0.68%), IPICOL (12.00%) and OMC (20.47%) in Neelachal Ispat Nigam Limited (NINL) to a strategic buyer, identified through a two-stage auction procedure. Accordingly, Department of Investment and Public Asset Management (DIPAM), under the aegis of Ministry of Finance carried out the due diligence process by appointing Transaction Advisor (TA), Legal Advisor (LA) & Asset Valuer (AV) and by conducting various Inter Ministerial Group (IMG), Evaluation Sub-Committee (ESC) meetings.

The Expression of Interest (EOI) for sale of NINL got completed on 29th March, 2021 and prospective bidders were shortlisted for further due diligence. The shortlisted bidders were issued Request for Proposal (RFP) on 03.12.2021 with closing date as 23.12.2021. Subsequently, evaluation of Technical bids was carried out with due diligence and thereafter, the financial bids were opened on 26.01.2022 after declaration of technically qualified bidders by DIPAM as per due diligence carried out by SBI Caps, Transaction Advisor (TA) and Luthra & Luthra, Legal Advisor (LA). M/s. Tata Steel Long Products Limited (TSLP) emerged as Highest Bidder (H-l) at Bid Enterprise Value (EV) of Rs.12,100 Crore as declared by DIPAM through its Press Release published on 30.01.2022. M/s. TSLP executed LoA acceptance letter covering payment security of Rs.1210 Crore being 10% of the purchase consideration in the form of Bank Guarantee (BG) alongwith the countersigned Letter of Acceptance (LoA) issued by DIPAM to M/s. TSLP.

Share Sale Purchase Agreement (SPA) and Escrow Agreement were executed on 10.03.2022 by and between NINL, Selling Shareholders, M/s. Tata Steel Long Products Limited (TSLP), Tata Steel Limited (TSL), Govt, of India (Represented by MoC)and Govt, of Odisha. TSLP deposited an amount of Rs.1210 crore (10% of bid value) in Escrow Account No.1 (NINL) and the balance amount (90%) was deposited by TSLP into Escrow Account on 01.07.2022. As per SPA, the completion date was scheduled for 24.04.2022.

As per the provisions of SPA & subsequent mutually agreed Long Stop Date, the divestment process of NINL got completed on 04.07.2022 by carrying out all the due diligence process involving all the stake holders, statutory auditor of NINL. In this process, MMTC recovered an amount of Rs.1872.35 Crore (net of withholding tax) through distribution of sale consideration to promoters in the form of equity on 4th July 2022. Total divestment proceeds received by MMTC is Rs.5335 crores as against in equity investment of49.78% in NINL.

Other Projects/ Joint Ventures

To take advantage of new opportunities emerging in the free market environment, your company had promoted a

number of joint ventures following the public-private partnership model in earlier years. A brief on the current status of

such JVs set up in past years is given hereunder:

(I) Your company presently holds 6% equity capital in Indian Commodity Exchange Limited (ICEX) as on 31.3.2022. As per regulation, 17 of SECC Regulations, 2018 in terms of SEBI Circular Reference no. CIR/CDMRD/DEA/03/2015 dated 26 November 2015 holding has to be reduced to 5% or less. MMTC in 2018 and 2019 appointed consultants for valuation and disinvestment of equity in ICEX. However, MMTC did not receive any bids against the RFPs for sale of stake in ICEX; the last such RFP closed on 8.11.2021 .ICEX has not yet finalized its annual report for 2021-22. However, in the financial year 2020-21 operating income was Rs. 1.42 crores and ICEX net loss after tax for the year ended on 31 March 2021 was Rs. 25.67 crores. Balance of loss brought forward was Rs. 204.89 crores. SEBI passed order dated 10.05.2022 for withdrawal of recognition to Indian Commodity Exchange Ltd. and published in the official gazette of India on 18.05.2022. However, Securities Appellate Tribunal (SAT), by its order dated 13 June 2022 has Quashed SEBI order derecognizing ICEX. SAT in its order, dated 13.6.2022 has given ICEX one-year time from 13.6.2022 to complete all compliances to SEBI’s satisfaction, and all trading activities would remain suspended during this period.

(ii) Your company had participated in the equity of Currency Futures Exchange under the name and style of "United Stock Exchange of India Ltd which had been merged with “BSE Limited” (BSE) wherein your Company presently holds 116883 (post bonus issue) equity shares of Rs. 21- each in BSE. During the year BSE earned a PAT of Rs.195.12 crores as against Rs. 97.26 crores earned during 2020-21 and paid in the current financial year a dividend of Rs. 15,77,920.50 (Rs. 13.50 on equity share of Rs. 21- each) for the Financial Year 2021-22.

(iii) MMTC-PAMP India Pvt. Ltd., a joint venture Company between MMTC Limited and PAMP SA, Switzerland, operates a precious metals processing facility. MPIPL is India’s first and only LBMA Good Delivery Refinery accredited for Gold and Silver. The Joint Venture achieved a turnover of Rs.29,263.50 crore and a profit (after tax) of Rs.44.79 crore during the period FY 2021-22. No dividend was paid by the JV Company during the last 3 years.

(iv) The JV company - M/s SICAL Iron Ore Terminals Limited (SIOTL) could not commence commercial operations due to non availability of iron ore from Bellary-Hospet Sector in Karnataka State and banning of mining / movement of iron ore for exports by state govt. In view of uncertain future of iron ore exports and to utilize the infrastructure created, Kamarajar Port Trust (erstwhile Ennore Port Trust) decided to award the facility through bidding process for modification of the facility to handle common user coal. As coal does not have synergy with MMTC’s existing line of business, In Sept’2016, MMTC Board decided to exit from the JV. MMTC invited bids through online tender for sale of its entire 26% equity in the SIOTL JV, however no response was received. Meanwhile, as per “Right of First Refusal” in Shareholders Agreement of SIOTL, SICAL Logistics Ltd; (lead promoter of SIOTL) offered to purchase MMTC’s equity at reserve price fixed by MMTC which MMTC Board decided to accept. Share Purchase Agreement was signed with Sical Logistics Ltd on 31.05.2018 for sale of MMTC’s equity in SIOTL and in terms of the agreement M/s Sical Logistics Ltd had deposited Rs.0.50 Cr (PY Rs.0.50 Cr) with MMTC towards performance of agreement. Time to time, the validity of the SPA was extended. Last extension was valid till 31.03.2020. On account of financial crisis, M/s Sical Logistics could not pay the sale value against SPA and therefore provision for Rs.33.80 crore was created by MMTC on 31.03.2020 towards diminution in value of investment.

In March 2021, NCLT pronounced an order as against M/s Sical Logistics Limited initiating corporate insolvency resolution process pursuant to the application preferred by MOL Toyofuji Automotive Logistics [India] Private Limited and an Insolvency Resolution Professional (IRP) was been appointed. MMTC lodged its claim for Rs.34.26 crores with CIRP (Corporate Insolvency Resolution Professional) towards unpaid share sale consideration based on the SPA.

Meanwhile, on 21.12.2020, KPL issued a Notice of Intent to Terminate to SIOTL alleging a financial default under the License Agreement dated 11.07.2016. On 22.03.2021, KPL issued a 90 days’Termination Notice to SIOTL with effect from 22.03.2021. On the same date, KPL has also issued a Transfer Information Notice calling for information from JV Co within 30 days, i.e. by 20.04.2021. As suggested by advocates, MMTC filed a writ petition on 24/06.2021 in Madras High Court for settlement of dispute through Administrative Mechanism of Resolution of Dispute (AMRD).

However, Hon’ble MHC while referring to (Administrative Mechanism for Resolution of Commercial Disputes) AMRCD has opined that “such being position of law, this court of the view that remedy available to petitioner is elsewhere and not this court”. The Hon’ble Court vide its order dated 30.11.2021 held that the “writ petition filed by MMTC itself is not maintainable”. MMTC has challenged the order vide WA 498 of 2022 & was listed on 28.3.2022/7.4.2022 and is still pending for admission.

The Resolution Professional (RP) in CIRP of SICAL also challenged the impugned termination notice dated 22.03.2021 passed by KPL before NCLT. MMTC moved an application to be impleaded in the said application of the RP. The application of RP was dismissed by NCLT for want of jurisdiction vide Order dated 11.03.2022. As a result, MMTC application was also dismissed.

MMTC has taken opinion of ASG whether MMTC can proceed under AMRCD against KPLand options available to recover its investment. MMTC will be proceeding as per the opinion of ASG. Application is being prepared for settlement of dispute with KPL in AMRCD.

(v) The name of M/s. T M Mining Company Limited has been struck off from the register of companies and the said company dissolved w.e.f. 28.10.2021.

(vi) To promote the concept of Free Trade Warehousing Zones in India as declared in the EXIM Policy, MMTC and I L&FS established SPVIN 2004-05 in the name of Free Trade Warehousing Pvt Ltd. The equity is held on 50:50 basis between MMTC and IL&FS. Two 100% owned subsidiaries of FTWPL were established to administer the land banks at Kandla and Haldia. In view of financial situation of the promoters and the need for infusion of the substantial funds for development of the Project, it was decided by the promoters to exit from the project. Accordingly, the land at Kandla has been surrendered to the Project Authority. KASEZ has raised a claim of Rs.5.57 crores approx, in the JV towards pending lease rentals and user charges. With regard to Haldia Land, local farmers had filed petition against Haldia Development Authority challenging the land acquisition in 2015 and stay was granted by Hon’ble High Court of Calcutta. Due to prolonged litigation and stay not being lifted, promoters decided to surrender the land to Haldia Development Authority(HDA). Accordingly in March, 2020, land was surrendered to HDAand refund of lease premium as per agreement is being followed up by JV. Refund of proportionate upfront lease rent of Rs.33.48 crores (approx.) is being followed continuously by the SPV (Haldia Free Trade Warehousing Pvt Ltd) out of which MMTC''s share would beRs.16.74cr.

(vii) A15 MW capacity Wind Mill project with 25 Wind Energy Generators was commissioned by MMTC in March, 2007 at Gajendragad in Karnataka. The power generated by the project is sold to HESCOM. The project is running successfully and has contributed to the development of area by meeting some of the power needs of Karnataka State. The turnover of the Wind Mill project during 2021-22 was Rs. 5.42 crores by sale of wind power generated by the wind farm at Gajendragad in Karnataka.

INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

Cordial and harmonious industrial relations were maintained in your company during the year. No man days were lost due to any industrial unrest during the year. Further, meetings with representatives of Federation of Officers Associations/ Staff Unions/ SC&ST Associations, were held with a view to maintain cordial and harmonious industrial relations.

The aggregate manpower of your company as on 31st March, 2022 stood at 597, comprising of 3 Board level Executives, 1 CVO, 277 officers and 320 staff/ worker. The manpower also includes 1 officer and 50 staff/ worker of erstwhile MicaTrading Company Ltd., which had been merged with your company pursuant to the orders of BIFR.

The composite representation of the total manpower is - women employees representing 20.10% (120 employees) of the total manpower; SC, ST, OBC & Persons with Benchmark Disabilities (PwBD) to the extent of 21.61% (129 employees), 11 % (66 employees), 12.06% (72 employees) and 2.34% (14 employees) respectively.

No recruitment was made during the year.

IMPLEMENTATION OF RESERVATION POLICY

Your company has been complying with the Presidential Directives and other instructions/guidelines issued from time to time by the Government of India regarding the reservation in services for Scheduled Castes (SCs), Scheduled Tribes (STs), Other Backward Classes (OBCs), Economically Weaker Sections (EWS), Persons with Benchmark Disabilities (PWBDs) and Ex-servicemen. A statement showing representation of employees belonging to SC/ST/OBC is as below:

Representation of SCs/STs/OBCs/Divyang as on 31.03.2022

Group

Total No.

SCs of Employees

%age

SCs

STs

%age

Sts

OBCs

%age

OBCs

Divyang

%age

Divyang

A

277

55

19.86

21

7.58

33

11.91

12

4.33

B

182

39

21.43

31

17.03

4

2.20

2

1.10

C

64

14

21.88

4

6.25

24

37.50

0

-

D

74

21

28.38

9

12.16

12

16.22

0

-

Total

597

129

21.61

65

10.89

73

12.23

14

2.34

Recruitment of SCs/STs/OBCs/Divyang during the year 2021-22

Group

Total

Recruitment

SCs

%age

SCs

STs

%age

STs

OBCs

%age

OBCs

Divyang

%age

Divyang

A

No recruitment made.

B

No recruitment made.

C

No recruitment made.

D

No recruitment made.

Total

-

-

-

-

-

-

-

-

-

Promotion of SCs/STs during the year 2021-22

Group

Total Promotions

SCs

%age SCs

STs

%age Sts

A

B

C

D

Total

TRAINING AND DEVELOPMENT

For further enhancing / upgrading the skills of employees in the constantly changing business scenario, 205 employees were imparted training during the year in different spheres of company’s activities. Due to pandemic situation in the country and restrictions imposed by the Government to contain it, mostly online training programmes (webinars) were organized. The training interventions held covered both functional & behavioural trainings. The employees deputed for webinars included 33 employees belonging to SC, 12 to ST and 89 women employees.

IMPLEMENTATION OF OFFICIAL LANGUAGE

Your company is fully committed to implement the Official Language Policy of the Government of India. All efforts were made by the company to achieve the targets prescribed in the Annual Programme for the year 2021-22 issued by the Department of Official Language (Ministry of Home Affairs, Govt, of India). In order to promote the usage of Hindi in Company''s day to day work, several programmes viz. Hindi Workshops, Hindi Day/Week/Fortnight were organized at Corporate Office and Regional Offices during the year. This had brought positive results in use of Hindi in day to day official work.

During the year, Dy. Director from Department of Official Language had inspected the Corporate Office for reviewing the progress of implementation of Hindi. He found the implementation of Official Language and the work being done in Hindi in the office as satisfactory. The Hindi website of MMTC has been updated as per English website regularly. During the year, e-version of quarterly Hindi magazine ‘Manikanchan’ was published by MMTC keeping in view the Covid SOP issued by the Govt.

VIGILANCE

Vigilance Division of MMTC has been laying its emphasis on efficient response system -as per procedure laid down in CVC’s Compliant Handling System while dealing with various CVC referred Complaints/direct complaints. Simultaneously, the scope for Systemic Improvements, if any, while investigating the complaints, is also being taken up as focussed area to strengthen internal controls in Vigilance Division.

During the year Vigilance Division processed 22 complaints (CVC-2, other-20), out of which 20 complaints have been disposed off and action on remaining 2 complaints was in progress as on 31.03.2021. Further during the year Vigilance Division dealt with three Departmental Inquiry Proceedings (2 CVC and 1 Non-CVC) progressing at various stages. In one case of 2016, total 5 officials involved as per CVC’s - SSA, exoneration orders issued by DA for 2 officials. Proceedings in respect of other 3 officials are in progress. In another case involving CVC’s 1 st stage advice, departmental proceeding in respect of 03 officials is under progress. In a non-CVC case involving 09 officials, departmental proceedings have been completed and final order have been issued.

During the year, 50 inspections were conducted by Vigilance Officers(VOs) and 32 by Non-Vigilance Officers(NVOs) of Regional Offices and the inspection reports submitted were processed at Vigilance Division and appropriate action was taken, wherever required. Vigilance Division has conducted 2 CTE type inspections inhouse and also responded with replies to observations of TE,CVC in 2 pending CTE type observations of tenders floated by various divisions of MMTC. Audit Reports of Internal Auditors have also been examined and shortcoming observed were communicated for corrective action. Apart from inspections, Vigilance Division has also scrutinized 145 Annual Property Returns of the employees.

Compliances with respect to ODI, Agreed List(s), MIS updation on DOPT Solve, QPR, CTE-Type QPR, Structured Meetings have been responded to in line with extant guidelines.

Vigilance Division has also conducted various activities during Vigilance Awareness Week 2021, across all its offices from 26.10.2021-01.11.2021 as per instructions of CVC on the theme '' Independent India @75: Self Reliance with Integrity’. During the week, various activities including Preventive Vigilance Practices, online Integrity Pledge Administration and inhouse (housekeeping) activities were undertaken and compliance report as per Reporting Format was furnished to CVC.

VIGIL MECHANISM

In accordance with the provisions of Section 177 of Companies Act 2013, the Board of your company introduced a Scheme on ''Vigil Mechanism’ in 2014. The vigil mechanism is established for Directors and employees to report their genuine concerns. The concerns, if any, from any employee/Director shall be addressed to the Chairman of the Audit Committee. During the year under review, no such complaint has been received. This mechanism is apart from the Whistle Blower Policy, already in force.

INTEGRITY PACT

Integrity Pact is promoted as part of series of steps taken by Central Vigilance Commission for ensuring transparency, equity and competitiveness in public procurement. Your Company has also implemented the same to promote transparency/equity amongst the bidders and to plug any possibility of corrupt practices in trade conducted by the Company. Shri Bal Raj, ITS (Retd.), has been appointed to function as Independent External Monitor(IEM)

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABLE DEVELOPMENT

Your company’s CSR Policy is in line with Section 135 of the Companies Act ‘2013 and the CSR Rules as notified by the Ministry of Corporate Affairs and the CSR projects have been undertaken in terms of Section 135 of the Companies Act. The CSR Policy is hosted on the Company’s website in bilingual form.

Your company incurred losses during FY 2019-20 and FY 2020-21. Accordingly, the CSR budget calculated in accordance with the Section 198 of the Companies Act, 2013 i.e. 2% of average net profit of preceding 3 years was negative. Therefore, there was no annual CSR budget approved by Board of Directors for the year 2021-22. As such, no fresh CSR project was undertaken during FY 2021-22. However, your company only executed ongoing CSR projects of FY 2019-20 which were carried forward to FY 2021 -22.

In terms of Section-21(b) of the Companies (Amendment) Act 2019, a Special CSR Bank Account was opened for the unspent CSR funds and an unspent amount as on 31.03.2021 amounting Rs. 10.01 lakhs was transferred to the account. The utilization of funds from this account during FY 2021-22 is as below:

Opening Balance (as on 01.04.2021)

Rs. 10.01 lakhs

Expenditure during FY2021-22:

(I) Payment of final installment to Shri Deep Chand Educational

Society towards Skill Development Program (CSR Project of FY 2019-20).

Rs. 1.50 lakhs

(ii) Payment offinal installment to CKS Foundation towards Education of slum children (CSR Project of FY 2019-20).

Rs. 3.24 laks

Closing Balance (as on 31.03.2022)

Rs. 5.27 lakhs

CORPORATE GOVERNANCE

Corporate Governance has emerged as an important tool to the business community to become efficient, competitive and successful enterprise. Your Company reposes its firm faith in continuous development, adoption and dedication towards the best corporate governance practices. Towards this end, the norms prescribed under the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Guidelines as applicable for CPSEs issued by the Department of Public Enterprises in this regard are being implemented regularly. However, appointment of vacant positions of Independent Directors as required as on 31.3.2022 is yet to be made by the Government.

A separate Report on Corporate Governance along with certificate from M/s VAP & Associates (CP No. 13901) regarding compliance of the stipulations relating to corporate governance specified in Listing Regulations is annexed hereto and forms part of this report. It may be mentioned that the company has complied with the CG norms prescribed by the Department of Public Enterprises applicable for CPSEs and the quarterly reports on compliance of Guidelines of Corporate Governance for CPSEs are sent regularly.

CODE OF CONDUCT

Pursuant to Regulation 15(5) of Listing Regulations, the Code of Conduct applicable to the Board members & senior management personnel has been posted on the website of your company. All Board Members and Senior Management Personnel as on 31st March, 2022 to whom the said Code is applicable have affirmed compliance of the same for the period ended 31st March, 2022. Based on the affirmation received from Board Members and Senior

Management Personnel, declaration regarding compliance of Code of Conduct made by the Chairman & Managing Director is given below:

Declaration as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and DPE’s Guidelines on Corporate Governance

“All the members of the Board and Senior Management Personnel have affirmed compliance of the ''Code of Business Conduct & Ethics for Board Members and Senior Management Personnel’ of the company for the financial yearended on March 31,2022.”

sd/-( on 9.6.2022) VIBHU NAYAR

Ex-CMD DIN: 03590141

BUSINESS RESPONSIBILITY REPORT

In accordance with the provisions of regulation 34(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has prepared the Business Responsibility Report for inclusion in the Annual Report for the year 2021 -22. The framework and principles suggested by SEBI is to assess compliance with environment, social and governance norms pertaining to Sustainable Development Goals. The said Business Responsibility Report is annexed herewith and forms part of the Annual Report.

PUBLIC PROCUREMENT POLICY FOR MICRO & SMALL ENTERPRISES

Under Public Procurement Policy (PPP) issued by the Ministry of Micro, Small and Medium Enterprises, Government of India for Micro & Small Enterprises (MSEs), a minimum of 25% share out of the total procurement of goods and services by Central Ministries/Departments/PSUs are to be made from MSEs. Further out of the 25% target of annual procurement from MSEs, a sub-target of 5% annual procurement from MSEs owned by SC/ST Entrepreneurs and an additional 3% reservation for the Women owned MSEs within the above 25% reservation is applicable vide Gazette Notification dated 09.11.2018. Preference will be given to firms registered with the M/o MSME as per guidelines prescribed under MSMEs Act, 2006.

Pursuant to Public Procurement Policy, during the year 2021-22, total annual procurement by MMTC in respect of administrative requirements was Rs.7.77 Cr., out of which goods and services worth Rs.6.37 Cr. (i.e. 82%) were procured from MSEs including MSEs owned by SC/ST Entrepreneurs, Rs.0.81 Cr. (i.e. 12.83%) from MSEs owned by SC/ST entrepreneurs and 1.4 Cr. (22.09%) from MSEs owned by Women Entrepreneurs.

PUBLIC DEPOSIT SCHEME

As on 1st April 2021, there were no outstanding public deposits and the company did not invite/ accept any public deposit during the year ended 31 st March, 2022.

ANNUALRETURN

Pursuant to Section 92(3) of Companies Act, 2013 a copy of the Annual Return filed during 2021-22 is available on the website of the company: www.mmtclimited.com.

STATUTORY AUDITORS’ REPORT

The report of Statutory Auditors for the year 2021-22 along with Management''s reply to the observations of the Statutory Auditors is annexed herewith.

COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA

The Comptroller & Auditor General of India (C&AG) has given ‘NIL’ comments under section 143 (6) (b) of the Companies Act, 2013 on the Standalone and Consolidated Accounts of the Company for the year ended 31.03.2022 vide Communication dated 13th September, 2022.

SECRETARIALAUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. VAP & Associates, Company Secretaries, New Delhi to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2022. The Secretarial Audit Report (in Form MR-3) along with Management’s Reply on the observations of the Secretarial Auditor is annexed herewith.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of investments, loans and guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given in Notes forming part of the financial statements. The company''s exposure to JV Company M/s. Neelachal Ispat Nigam Ltd as on 31.3.2022 is Rs.3463.11 crores, including working capital credit facilities.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company with Related Parties were in the Ordinary Course of Business. The Audit Committee granted omnibus approval for the transactions undertaken during 2021-22. Suitable disclosures as required under Ind AS-24 have been made in Note 42 of Notes to the financial statements. Details of the transaction are provided in Form AOC-2 which is annexed herewith.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company’s website at the following link: http://mmtclimited.com/ files/related%20party%20transaction%20policy %20eng.pdf

RISK MANAGEMENT POLICY

The Board of Directors approved the Risk Management Policy after the same has been duly recommended by the Audit Committee of Directors to take care of various risks associated with the business undertaken by your company. The details of various Risks associated with the trade conducted by the company and its risk management as practiced by the Company are provided as part of Management Discussions and Analysis Report which is annexed herewith. Further, the company has implemented Fraud Prevention Policy in order to enforce controls and to aid in prevention and detection of frauds in the Company. The Policy intends to promote consistent legal and ethical organizational behaviour by assigning responsibility for the development of controls, and providing guidelines for reporting and conduct of investigations of suspected fraudulent behaviour.

The Company does not take exposure in volatile commodities/ market condition. Generally, it makes purchases only against confirmed orders backed by appropriate margin money. Guidelines are in place requiring forward foreign exchange coverto be taken in respect of transactions involving MMTC funds.

CONSERVATION OF ENERGY

During the year 2021-22, there was no activity in MICA group of your company as the plant is inoperative. Therefore, pursuant to rule 8(3) of the companies (Accounts) Rules, 2014, the company does not have anything to report under this head.

PARTICULARS OF EMPLOYEES

As per provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose the ratio of the remuneration of each director to the median employee''s remuneration and details of employees receiving remuneration exceeding limits as prescribed from time to time in the Directors’ Report. However, as per notification dated 5th June, 2015 issued by the Ministry of Corporate Affairs, Government Companies are exempted from complying with provisions of Section 197 of the Companies Act, 2013. Therefore, such particulars have not been included as part of Directors’ Report.

DIRECTORS''RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 forthe year ended 31.3.2022;

c) the Directors have taken a 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;

d) the Directors had prepared the annual accounts on a going concern basis.

e) the Directors of your company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) 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.

g) At present, MMTC is not carrying out any business activity

h) Auditors/CAG comments on annual accounts of MMTC for the year 2021-22 form part of the annual accounts and are available in this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIVE, PROHIBITION & REDRESSAL) ACT, 2013

Your company has put in place a policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up at Corporate Office & Regional Offices to redress complaints received regarding sexual harassment at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaint was received by the company under the above Act during the year.

INFORMATION UNDER RIGHT TO INFORMATION (RTI) ACT

Your company as a Public Authority has responded to various compliances under RTI Act,2005. Details of designated First Appellate Authority (FAA), Transparency Officer, Chief Public Information Officer (CPIO)/ Nodal CPIO, Public Information officer (PIO’s) etc. have been displayed on public domain. During the year, a total of 26 RTI applications were received directly / under Sec.6(3) of the RTI Act and all the RTIs have been disposed off. Further, a total of 4 First Appeals were received by FAA during the year, which were also disposed off. Your company has also undertaken ‘Self-Assessment Audit’ of the Voluntary Disclosures to be made on public domain (www.mmtclimited.com) in terms of provisions laid down in Section-4 of the RTI Act 2005 and same is submitted for third party audit and final evaluation by CIC.

DISPUTE BETWEEN MMTC & ANGLO AMERICAN COAL

The Execution Petition No. 19/2018 filed by Anglo Coal against MMTC post Hon''ble Supreme Court award in favour of Anglo Coal in respect of non performance of coking coal contract is pending in Delhi High Court. MMTC deposited Rs.1087 crores approx, on 20.7.2022 to secure the interest of the decree holder. Next date of hearing posted to 29.11.2022 for the interim application and 14.12.2022 for the execution petition.

BOARD OF DIRECTORS

Following are the changes in the Board of Directors of your company since 1 stApril 2021: -

Name of the Director

Category

Date of Appointment/ Cessation

Cessation

Appointment/

Dr. Pradip Kumar Varma

Non official Independent Director

13.11.2021

Appointment

ShriShyamalMisra

Govt. Nominee Director

07.12.2021

Cessation

Shri Manjunath G

Non official Independent Director

16.12.2021

Cessation

Shri Vipul Bansal

Govt. Nominee Director

20.12.2021

Appointment

ShriSanjayChadha

CMD (Addl. Charge)

28.02.2021

Cessation

Shri Vibhu Nayar

CMD (Addl. Charge)

01.03.2022

31.08.2022

Appointment

Cessation

Shri Hardeep Singh

CMD (Addl. Charge)

27.10.2022

Appointment

The Board places on record its deep appreciation for the commendable services and the contributions made by the Directors who ceased to be on the Board w.e.f. 1.4.2021 onwards. The Board welcomes Shri Hardeep Singh, CMD(Addl. Charge) who joined the Company after the lastAGM held on 23.4.2022 and expresses its confidence that the Company shall immensely benefit from his rich and varied experience.

In terms of provisions of Article 87(4)(A) of Articles of Association of the Company regarding rotational retirement of Directors, Shri Kapil Kumar Gupta, Director(Finance) shall retire at the AGM and, being eligible, has offered himself for re-appointment.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders-Shareholders, Department of Commerce, all Govt. Agencies, RBI and other Banks, Railways, Customs, Ports, Customers, Suppliers and other business partners for the excellent support and cooperation received from them during the year. Your Directors also recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution towards its progress.

By the Order of the Board

Sd/-

(Hardeep Singh ) Chairman and Managing Director

Dated: 9.11.2022


Mar 31, 2018

DIRECTORS'' REPORT

The Members MMTC Limited,

New Delhi.

Ladies & Gentlemen,

On behalf of Board of Directors, I have the pleasure of presenting the 55th Annual Report on your company''s performance for the financial year ended 31st March 2018 along with Audited Statements of Accounts and Statutory Auditor''s Report.

OPERATIONAL RESULTS

Your company, one of the leading trading companies in India, recorded a turnover of Rs, 15,757 crore during 2017-18 as against the turnover of Rs, 11,593 crore registered during last fiscal. This business turnover includes Exports of Rs, 1795 crore, Imports of Rs, 11,878 crore and domestic trade of Rs, 2084 crore. The Company has reported a net profit of Rs, 48.84 crore in the current fiscal compared to Rs, 57.06 crore earned last year. The outgo has increased this year on account of pay revision and one time provision of gratuity due to enhancement in ceiling of gratuity limit.

The highlights of the Company''s performance during 2017-18 are as below:_(Rs,in crore)

2017-18

2016-17

Sales of products

15,746.49

11,568.00

Sales of services

10.43

25.43

Other Trade Earnings

693.89

114.93

Total Revenue from Operations

16,450.81

11,708.36

Cost of Sales

16,117.36

11,483.91

Gross Profit from Operations

333.45

224.45

Add: Dividend and other Income

46.43

14.57

Less: Establishment & Administrative Overheads, etc.

307.12

247.71

Less: Debts/Claims Written off/withdrawn

0.05

0.66

Less: Provisions for Doubtful Debts/ Claims/Advances/Investments

-

0.48

Profit Before Interest, Depreciation and Amortization Expenses and Taxes

72.71

(9.83)

Add: Interest Earned (Net) (Interest earned minus Finance Cost)

0.07

6.47

Profit Before Depreciation and Amortization Expenses and Taxes

72.78

(3.36)

Less: Depreciation and Amortization Expenses

5.24

6.68

Less: Exceptional Items

8.41

(91.27)

Profit Before Taxes

59.13

81.23

Less: Provision for Current Taxes

13.32

27.45

Less: Provision for Deferred Taxes

(3.03)

(3.28)

Profit After Taxes

48.84

57.06

Add: Balance brought forward from the previous year

718.94

697.98

Balance

Items of other comprehensive income recognized directly in retained earnings

Re-measurements of post-employment benefit obligation net of tax

-

0.01

Dividend & Dividend Tax

(36.11)

(36.11)

Appropriations:

General Reserve

(10.00)

-

Leaving a Balance to be carried forward

721.67

718.94

The performance of different business groups of your Company is highlighted in the Management Discussion and Analysis Report, which is annexed and forms part of this Report.

Awards and rankings

f "Gold Trophy" for the year 2014-15 under Merchant Exporter category by Northern Region of EEPC

f "pecial Trophy for Exports of MEIS items in the Merchant Category in the National Award category by EEPC

f IIGC 201 7 award for "Promising Government Nominated Agency for supply of bullion for 2017".

f "FGC 2017 Award for "The Best Nominated Agency for supply of silver to exporters" f "Best Agency supplying gold to Highest Number of Clients" FY 2017-18 by GJEPC.

EQUITY SHARE CAPITAL & DIVIDEND

The Board of Directors recommends declaration of dividend @ 30% on the paid up equity capital of Rs, 100 crore of the Company as on 31.3.2018 for the year 2017-18 out of profits of the Company which is equivalent to 20% on the post-bonus issue paid up capital of Rs, 150 crores. During the year, in accordance with the directives of Department of Public Assets & Management (DIPAM), Govt. of India applicable for all CPSEs, on 19th March 2018 Board of your company has recommended issue of bonus shares to the existing shareholders of the company in the ratio of 1:2 i.e. one bonus share of Re.1/- each for every two equity shares held by the shareholders as on the record date. During the current Financial Year upon receipt of approval of shareholders through postal ballot, the Authorized Share Capital was increased from Rs, 100 crores to Rs, 200 cr. Post bonus issue, the paid up capital of the company has increased from Rs, 100 crores to Rs, 150 crores comprising of 150 crores of equity shares of Re.1/- per share(face value). The entire process of bonus issue has since been completed with the transfer of appropriate proceeds being effected to the shareholders on fractional bonus shares upon disposal of such fractional bonus shares through the Independent Trustee appointed by the Board of Directors.

RESERVES

A sum of Rs, 1336.72 crore was available in the reserves and surplus of your Company as on 1st April, 2017. Your Directors have proposed that Dividend at the rate of 30% on the equity capital as on 31st March, 2018 (Rs, 100 crore) be paid out of profits of the Company which comes to 20% on the post Bonus Paid Up Capital of Rs, 150 crores. Accordingly, an amount of Rs, 1348.64 crore was available in "Reserves and Surplus" of your Company as on 31st March, 2018.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo of your Company during 2017-18 has been as under:-

EARNINGS

OUTGO

Rs, in crore

Rs, in crore

Exports

1795.37

Imports

11,007.75

Others

1.57

Others

41.49

Total

1,796.94

Total

11,049.24

SUBSIDIARY COMPANY

The wholly owned subsidiary of your Company - MMTC Transnational Pte. Ltd. Singapore (MTPL) incorporated in October 1994 with the objective to take advantage of liberalization/globalization of trade and commerce to tap South East Asian market for trading in commodities has been engaged in commodity trading and has established itself as a credible and reputable trading outfit in Singapore. During the financial year 2017-18 MTPL achieved sales turnover of US$ 11.84 million as against US$ 113.17 million during last fiscal. The Net Loss of MTPL during the financial year 2017-18 amounted to US$ 0.38 million as against Net Profit of US$ 0.04 million earned during 2016-17. The net worth of MTPL stood at US$ 12.01 million as on 31st March 2018.

Pursuant to the provisions of Section 129 of the Companies Act, 2013, the audited financial statements of MTPL together with Directors'' Report & Auditor''s Report are attached herewith.

MMTC''S PROMOTED PROJECT- Neelachal Ispat Nigam Ltd. (NINL)

Your company has set up Neelachal Ispat Nigam Limited (NINL) - an iron & steel plant of 1.1 million tonnes capacity, 0.8 million tonne coke oven and by product unit with captive power plant, jointly with Govt. of Odisha and others. The phase-II of the Project for production of steel, with Basic Oxygen Furnace, Oxygen Plant and SMS has been commissioned and Steel Billets Production was done on trial basis. During the year 2017-18, NINL achieved a turnover of Rs, 882.58 crore and incurred net loss of Rs, 377.67 crore. This was primarily due to recession in the economy and steel sector in particular and increase in cost of raw materials imported for the Plant. After lot of persuasion and efforts, finally NINL could sign Iron Ore Mining Lease on captive basis with Govt. of Odisha for 874.24 hectare having 92 million tonne of mineable iron ore reserves in the State of Odisha. Mines are planned to commission iron ore production by March, 2019. NINL has also signed MOU with NALCO for setting up of Coal Tar Pitch Plant. With the stabilization of steel making facility and starting of iron ore mining by end of current financial year, NINL''s performance is expected to improve considerably as also increase in production capacity.

Projects/ Joint Ventures

To take advantage of new opportunities emerging in the free market environment, your company has promoted a number of joint ventures following the public-private partnership model in earlier years. A brief on the current status of such JVs set up in past years is given hereunder:

(i) Your Company holds 9.55% equity capital in Indian Commodity Exchange Limited (ICEX) as on 31.3.2018 out of total paid up capital of Rs, 167.5 crores. During the year under review ICEX has reported a net loss of Rs, 13.36 crore as against net loss of Rs, 14.85 crore during 2016-17. ICEX has got necessary approval from SEBI for launching diamond contracts apart from obtaining ''in principle'' approval for trading in contracts for Brent Crude and WTI Crude. It has since got clearance from SEBI for restarting its trading operations. It has also been decided by ICEX and NMEX to merge NMEX with ICEX.

(ii) Your company had participated in the equity of Currency Futures Exchange under the name and style of "United Stock Exchange of India Ltd which had been merged with "BSE Limited" (BSE) wherein your Company holds 38,961 equity shares of Rs, 2/- each in BSE. During the year BSE earned a net profit of Rs, 563.95 crore against Rs, 198.64 crore in 2016-17 and recommended a dividend of Rs, 31/- on equity share of Rs, 2/- each. The shares of BSE has since been listed on National Stock Exchange(NSE).

(iii) The joint venture for medallion manufacturing unit participated as 26% equity partner in collaboration with PAMP Switzerland in the name of MMTC-PAMP India Pvt. Ltd. achieved a turnover of Rs, 34022.43 crore and profit after tax of Rs, 43.69 crore during 2017-18. MMTC has received an interim dividend of 30% for its investment in MMTC-PAMP India Pvt. Ltd. for FY 2017-18. MMTC-PAMP India Pvt. Ltd became India''s first LBMA accredited refiner for Gold and silver. During 2017-18 MMTC has sold Gold Bars produced by MPIPL in the domestic market achieving a turnover of Rs, 481 crore and sale of silver bar of Rs, 170 crore.

(iv) For effective marketing of the finished products of both medallions and jewellery, your company had set up a JV Company, in partnership with a leading Indian company under the name and style of MMTC Gitanjali Limited for setting up retail stores at various cities in India. MMTC Gitanjali Limited has not reported turnover for the year 2017-18 as against turnover of Rs,26.62 crore during 2016-17. The business got interrupted midway during the year 2017-18 and MMTC has exercised the "Exit" option from the said joint venture in terms of SHA signed with the Promoters of the Company.

(v) The JV Company - M/s. SICAL Iron Ore Terminals Limited (SIOTL) could not commence commercial operations due to non-availability of iron ore for exports from Bellary-Hospet Sector in Karnataka State. In view of uncertain future of iron ore exports and to utilize the infrastructure created, Kamarajar Port Trust (erstwhile Ennore Port Trust) decided to award the facility through bidding process for modification of the facility to also handle common user coal. As coal does not have synergy with MMTC''s existing line of business, MMTC Board has decided to exit from the JV. MMTC invited bids through open tender for sale of its entire 26% equity in the SIOTL JV, however, no response was received. Meanwhile, as per "Right of First Refusal'' in Shareholders Agreement of SIOTL, Sical Logistics Ltd(lead promoter of SIOTL) offered to purchase MMTC''s equity at reserve price fixed by MMTC which MMTC Board has decided to accept. Currently, process is on for sale of MMTC''s 26% equity in SIOTL to Sical Logistics Ltd.

(vi) TM Mining Company Ltd.-your company''s JV with M/s TATA Steel Ltd. for mining, exploration and allied activities. However, as the JV company was not able to generate any business since inception, MMTC Board has accorded approval for filing of necessary documents with Registrar of Companies (RoC) by the JV Company to ''strike off'' the name of the JV company from the records of RoC. Lead promoter (Tata Steel) has been apprised accordingly.

(vii) To facilitate promotion of two-way trade, the SPV promoted by your Company in association with IL&FS IIDC has been allotted land to set up International Cargo hub at Haldia and Free Trade and Warehousing Zone at Kandla on lines similar to Special Economic Zone. Two plots of 2.75 acres of land in the Kandla FTWZ has been leased in March, 2016 and the annual revenue is Rs, 24.73 lakhs. Discussions are on with the other units for leasing out the plots. The Development Commissioner had granted approval for setting up a unit within Kandla FTWZ.

(viii) A 15 MW capacity Wind Mill project with 25 Wind Energy Generators commissioned by MMTC way back in March, 2007 at Gajendragad in Karnataka, is running successfully and has contributed to the development of the area by meeting some portion of energy needs of Karnataka state. The power generated from the project is sold to HESCOM. The turnover of the project during 2017-18 was Rs, 6.90 crore with a profit of Rs, 5.18 crore.

INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

Cordial and harmonious industrial relations were maintained in the Company during the year. No man days were lost due to any industrial unrest during the year. Regular meetings were held with the Federation/ Unions / Associations of Officers, Staff and SC/ST Employees under Joint Consultative Machinery Forum. The aim of these meetings is to mitigate the grievances of the employees, exchange of information/ideas with a view to achieve Company''s goals and objectives.

The aggregate manpower of the company as on 31st March, 2018 stood at 1127, comprising of 5 Board level functional executives, 1 CVO, 441 Officers and 579 staff. This manpower includes 3 officers, 98 staff / workers of erstwhile Mica Trading Company Ltd., which had been merged with your company pursuant to the orders of BIFR. The composite representation of the total manpower is - women employees representing 21.30% (240 employees) of the total manpower; SC, ST, OBC & persons with disabilities (PWD) to the extent of 20.67% (233 employees), 9.41% (106 employees), 10.20% (115 employees) and 2.04% (23 employees) respectively. During the year 12 officers were inducted through open advertisement.

RESERVATION POLICY

Policy for reservations for SCs, STs, OBCs and PWD categories in services was followed fully as per the government guidelines in recruitment and promotion.

TRAINING AND DEVELOPMENT

For further enhancing / upgrading the skills of employees in the constantly changing business scenario, 436 employees were imparted training during the year in different spheres of company''s activities. This was done through programs organized in association with in-house faculty as well as external resource persons from renowned institutions/organizations. The employees deputed for training had adequate representation of SC, ST and women employees (SC- 78, ST- 46 and women -180). In terms of man days, such training works out to 688 training man days during the year 2017-18.

IMPLEMENTATION OF OFFICIAL LANGUAGE

The Company is fully committed to implement Official Language Policy of the Government of India. Best efforts were made to achieve the targets prescribed in the Annual Programme for the year 2017-18 issued by the Department of Official Language, Ministry of Home Affairs, Govt. of India. To promote the usage of Hindi in Company''s day-to-day work, several programs viz. Hindi Workshops/Hindi Typing, training on Computers/Hindi Day/Week/Fortnight were organized at Corporate Office and Regional Offices during the year. This has brought positive results and a considerable increase of use of Hindi was observed in day to day official work.

During the year under review, the Hon''ble Drafting and Evidence Sub Committee of Parliament on Official Language had included our Delhi Regional Office in their Discussion Programme while the Committee of Parliament on Official Language inspected our Regional Office Visakhapatnam for reviewing the progress of implementation of Hindi. Both the Committees had found our performance satisfactory. Three of our officials from Corporate Office had been awarded by Town Official Language Implementation Committee(PSUs), Delhi-I for their participation in the competitions conducted by different members of TOLIC.

VIGILANCE

The Vigilance Wing of your Company continued its focus on preventive vigilance to foster the goodwill & confidence stemming from value based business practices and for strengthening the Company as a professionally managed, globally competitive and internationally reputed organization. With the initiatives of Vigilance Division of your Company, various drills/manuals have been prepared and implemented. Under the new initiatives through video conference, quick redressal of problem and issues at regional level was introduced. Vigilance Division is also instrumental in overhauling of Systems and Procedures to detect and deal with the system failures and effective observance of conduct rules. During the period under review, a total number of 8 cases (involving 38 officials) were dealt by Vigilance Division. One fresh case (involving 1 official) was added to the opening tally of 7 cased (involving 37 officials). Status of the disciplinary cases as on 31.03.2018 is as under:

Position as on

Receipt during

Disposed

Balance as on

1.4.2017

1.4.2017 to

1.4.2017-

31.03.2018

31.3.2018

31.3.2018

7 cases

1 case (involving 1

4 cases (involving 19

5 cases

(involving 37 officials)

officials)

officials)

(involving 19 officials)

Steps have been taken to streamline vigilance inspections conducted by VOs/NVOs. A system of quarterly/ yearly review of such inspections by Vigilance Division/CO is already in place. During the period under review, 186 vigilance and 42 non-vigilance inspection reports were received from VOs posted at various Regional Offices of MMTC. The same were timely processed and appropriate action was taken, wherever required. During the year, the vigilance division also processed 6 complaints (5 were carried over from last year and 1 new complaint was received). Out of 6 complaints. 5 complaints have been disposed of and action on remaining 1 complaint is in progress. Division is also instrumental in organizing "Vigilance Awareness Week" in various offices of MMTC from 30.10.2017 to 4.11.2017 with the theme of "My Vision - Corruption Free India". Training to Vigilance and Non-Vigilance Officers has been imparted on zonal basis for sensitizing the employees about the preventive vigilance aspect. During the period under review knowledge sharing sessions were held at Corporate Office to share the knowledge on trade activities, law, RTI and Vigilance matters to the newly joined executives and update the knowledge of other officers.

VIGIL MECHANISM

In accordance with the provisions of Section 177 of Companies Act 2013, the Board of your company introduced a Scheme on ''Vigil Mechanism'' in 2014. The vigil mechanism is established for Directors and employees to report their genuine concerns. The concerns, if any, from any employee/Director shall be addressed to the Chairman of the Audit Committee. During the year under review, no such complaint has been received. This mechanism is apart from the Whistle Blower Policy, already in force.

INTEGRITY PACT

Integrity Pact is promoted as part of series of steps taken by Central Vigilance Commission for ensuring transparency, equity and competitiveness in public procurement. Your Company has also implemented the same to promote transparency/equity amongst the bidders and to plug any possibility of corrupt practices in trade conducted by the Company. Shri D.R.S. Chaudhary IAS (Retd.), has been appointed to function as Independent External Monitor(IEM).

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABLE DEVELOPMENT

MMTC''s CSR Policy is in line with Section 135 of the Companies Act and the CSR Rules as notified by the Ministry of Corporate Affairs. The CSR Projects are being undertaken in terms of Section 135 of the Companies Act. The new CSR Policy is hosted on MMTC''s website.

In compliance to CSR Rules, your Company in its endeavor to continue its commitment towards CSR & Sustainability initiatives during the year 2017-18 a sum of '' 1.26 crore was allocated for undertaking the CSR activities which was equivalent to 2% of the average net profit of preceding three years.

The funds allocated during 2017-18 under CSR were spent towards activities majorly related to the Swachh Bharat Abhiyan, Clean Ganga Mission, Skill India Mission, Promotion of Art & Culture and Sports. Besides this, MMTC supported distribution of artificial limbs and assistive devices to the differently abled. The annual report on CSR activity undertaken by your Company during 2017-18 is annexed to this Report.

CORPORATE GOVERNANCE

Your Company reposes its firm faith in continuous development, adoption and dedication towards the best corporate governance practices. Towards this end, the norms prescribed under the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Guidelines applicable for CPSEs issued by the Department of Public Enterprises in this regard are being implemented in letter and spirit. However, appointment of woman director on the Board of the company including two Independent Directors as required as on 31.3.2018 is yet to be made by the Government.

A separate Report on Corporate Governance along with certificate from M/s Blak & Co.(CP No.11714) regarding compliance of the stipulations relating to corporate governance specified in Listing Regulations is annexed hereto and forms part of this report. It may be mentioned that the company has complied with the CG norms prescribed by the Department of Public Enterprises applicable for CPSEs and a quarterly reports in this regard are sent regularly.

CODE OF CONDUCT

Pursuant to Regulation 15(5) of Listing Regulations, the Code of Conduct applicable to the Board members & senior management personnel has been posted on the website of your company. All Board Members and Senior Management Personnel as on 31st March, 2018 to whom the said Code is applicable have affirmed compliance of the same for the period ended 31st March, 2018 except one CGM(under suspension). Based on the affirmation received from Board Members and Senior Management Personnel, declaration regarding compliance of Code of Conduct made by the Chairman & Managing Director is given below:

Declaration as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and DPE''s Guidelines on Corporate Governance

"All the members of the Board and Senior Management Personnel except one CGM(under suspension), have affirmed compliance of the ''Code of Business Conduct & Ethics for Board Members and Senior Management Personnel'' of the company for the financial year ended on March 31, 2018.

BUSINESS RESPONSIBILITY REPORT

In accordance with the provisions of regulation 34(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has prepared the Business Responsibility Report for inclusion in the Annual Report for the year 2017-18. The framework and principles suggested by SEBI to assess compliance with environment, social and governance norms pertaining to Corporate Social Responsibility and Sustainable Development activities of the Company. The Business Responsibility Report of your Company is annexed herewith and forms part of the Annual Report.

PUBLIC PROCUREMENT POLICY FOR MICRO & SMALL ENTERPRISES

With effect from 1st April, 2015 it is mandatory to procure 20% of total procurement of products and services from the Micro and Small Enterprises (MSEs). Out of 20% target of annual procurement from MSEs, a sub target of 20% (i.e. 4% of 20%) shall be earmarked for MSEs owned SC/ST entrepreneurs. Pursuant to Public Procurement Policy, during the year 2017-18, total annual procurement by MMTC in respect of administrative requirements was '' 10.82 Cr., out of which goods and services worth '' 5.73 Cr.(i.e. 52.96% against minimum required percentage of 20%) were procured from MSEs including MSEs owned by SC/ST Entrepreneurs and '' 0.86 Cr.(i.e. 39.74% approx. as against the stipulated guidelines of 4% out of 20%) from MSEs owned by SC/ST entrepreneurs. On successful execution of the work orders placed on them, timely payments were released to MSEs.

PUBLIC DEPOSIT SCHEME

As on 1st April 2018, there were no outstanding public deposits and the company did not invite/ accept any public deposit during the year ended 31st March, 2018.

ANNUAL RETURN

The extracts of Annual Return pursuant to provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in prescribed form-MGT-9 and the same is annexed herewith.

STATUTORY AUDITOR''S REPORT

The report of Statutory Auditors for the year 2017-18 along with Management''s reply to the observations of the Statutory Auditors is annexed herewith.

COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA

The Comptroller & Auditor General of India (C&AG) has given nil comments under section 143 (6) (b) of the Companies Act, 2013 on the Standalone Accounts of the Company for the year ended 31.03.2018. The Communication dated 30.7.2018 of C&AG of India in this regard is annexed herewith. However, the comments of C&AG of India on the consolidated accounts of the company for the year ended 31.3.2018 are yet to be received and the same along with Management''s reply thereon, if any, shall be placed on the table at the Annual General Meeting.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. Blak & Co., Practicing Company Secretaries, New Delhi to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2018. The Secretarial Audit Report (in Form MR-3) along with Management''s Reply on the observations of the Secretarial Auditor is annexed herewith.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of investments, loans and guarantees covered under the provisions of Section 1 86 of the Companies Act, 2013 are given in Note 6,11,34 & 36 respectively of the Notes forming part of the financial statements. The company has extended working capital credit facilities limit of '' 80 crores during the financial year 2017-18 in addition to previous existing limit of '' 1345 crore to meet the day to day operational activities of the JV company - M/s Neelachal Ispat Nigam Limited in accordance with provisions of Section 186 of Companies Act 2013 duly approved by the Board.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company with Related Parties were in the Ordinary Course of Business and not at Arm''s Length basis. The Audit Committee granted omnibus approval for the transactions undertaken during 2017-18. The approval of the Board and Shareholders at the AGM for such Related Party Transactions were taken. Suitable disclosures as required under Ind AS-24 have been made in Note 42 of Notes to the financial statements. Details of the transaction are provided in Form AOC-2 which is annexed herewith.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company''s website at the following link:

http://mmtclimited.com/files/related%20party%20transaction%20policy%20eng.pdf

RISK MANAGEMENT POLICY

The Board of Directors approved the Risk Management Policy after the same has been duly recommended by the Audit Committee of Directors to take care of various risks associated with the business undertaken by your company. The details of Risk Management as practiced by the Company is provided as part of Management Discussion and Analysis Report which is annexed herewith.

CONSERVATION OF ENERGY

During the year 2017-18, there was no activity in Mica group of your company. Hence the provisions of Rule 8(3) of Companies (Accounts) Rules, 2014 are not applicable.

PARTICULARS OF EMPLOYEES

Pursuant to provisions of Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, as amended from time to time, it is stated that there were no employees who were in receipt of remuneration exceeding '' 60 lakhs per annum or '' 5.00 lakhs per month during the year 2017-18.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors state that:

a) i n the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) t he 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 the year ended 31.3.2018;

c) the Directors have taken a 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;

d) the Directors had prepared the annual accounts on a going concern basis.

e) the directors of your company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) 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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has put in place a Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at work place. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaints were received by the Company under the above Act during the year under review.

INFORMATION UNDER RTI ACT, 2015

During the year 2017-18, in all 44 applications seeking information under RTI Act, 2005 were received from the RTI applicants. The information sought by the RTI applicants were provided in time to all the applicants without any delay. Also online RTI Quarterly Returns were filed on the website of Central Information Commission.

BOARD OF DIRECTORS

Following are the changes in the Board of Directors of your company since 1st April 2017:-

Name of the Director

Category

Date of Appointment/ Cessation

Appointment/

Cessation

Shri Anand Trivedi

Director(Marketing)

03.07.2017

Cessation

Dr. Inder Jit Singh

Govt. Nominee Director

28.09.2017

Cessation

Shri Sunil Kumar

Govt. Nominee Director

17.10.2017

Appointment

Shri J.K. Dadoo

Govt. Nominee Director

16.03.2018

Cessation

Dr. S.C. Pandey

Govt. Nominee Director

19.03.2018

Appointment

Shri Umesh Sharma

Director(Finance)

11.10.2017

Appointment

Shri RK. Jain

Director(Marketing)

14.05.2018

Cessation

Shri J.Ravi Shanker

Director(Marketing)

04.07.2018

Appointment

The Board places on record its deep appreciation for the commendable services and the contributions made by the Directors who ceased to be on the Board w.e.f. 1.4.201 7 onwards. The Board also welcomes S/Sh Sunil Kumar, Dr.S.C. Pandey, Shri Umesh Sharma and Shri J.Ravi Shanker and expresses its confidence that the Company shall immensely benefit from their rich and varied experience.

In terms of provisions of Article 87(4)(A) of Articles of Association of the Company regarding rotational retirement of Directors, Shri A Sondhi, Director(Marketing) shall retire at the AGM and, being eligible, has offered himself for reappointment.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders-Shareholders, Department of Commerce, all Govt. Agencies, RBI and other Banks, Railways, Customs, Ports, Customers, Suppliers and other business partners for the excellent support and cooperation received from them during the year. Your Directors also recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution towards its progress.

By the Order of the Board

Sd/-

Dated: 14.08.2018 (Ved Prakash)

Chairman & Managing Director

DIN No: 02988628


Mar 31, 2017

DIRECTORS'' REPORT

The Members MMTC Limited,

New Delhi.

Ladies & Gentlemen,

On behalf of Board of Directors, I have the pleasure of presenting the 54th Annual Report on your company’s performance for the financial year ended 31st March 2017 along with audited statements of accounts and Statutory Auditor''s Report.

OPERATIONAL RESULTS

Your company, one of the leading trading companies in India, recorded a turnover of Rs,115934.28 million during 2016-17 as against the turnover of Rs,124606.41 million registered during last fiscal. This business turnover includes Exports of Rs,15801.4 million, Imports of Rs,84802.6 million and domestic trade of Rs,15330.3 million. The Company has reported a net profit of Rs,570.59 million in the current fiscal compared to Rs.548.93 million earned last year.

The highlights of the Company''s performance during 2016-17 are as below: -

(Rs, in Million)

2016-17

2015-16

Sales of products

115,680.01

124,344.04

Sales of services

254.27

262.37

Other Trade Earning

1,149.30

1,083.19

Total Revenue from Operations

117,083.58

125,689.59

Cost of Sales

114,839.06

123,724.47

Gross Profit from Operations

2,244.52

1,965.12

Add: Dividend and other Income

145.71

278.37

Less: Establishment & Administrative Overheads, etc.

2,477.12

2,549.60

Less: Debts/Claims Written off

6.61

0.97

Less: Provisions for Doubtful Debts/ Claims/ Advances / Investments

4.80

2.80

Profit Before Interest, Depreciation and Amortization Expenses and Taxes

(98.30)

(309.89)

Add: Interest Earned (Net) (Interest earned minus Finance Cost)

64.66

293.33

Profit Before Depreciation and Amortization Expenses and Taxes

(33.64)

(16.55)

Less: Depreciation and Amortization Expenses

66.78

57.97

Less: Exceptional Items

(912.74)

(653.67)

Profit Before Taxes

812.32

579.14

Less: Provision for Current Taxes

274.53

44.20

Less: Provision for Deferred Taxes

(32.80)

(14.00)

Profit After Taxes

570.59

548.93

Add: Balance brought forward from the previous year

6,979.76

6,824.29

Items of other comprehensive income recognized directly in retain earnings

Remeasurements of post employment benefit obligation net of tax

0.09

(8.54)

Unamortized premium on forward contract

-

7.36

Transfer from Corporate Social Responsibility

-

0.07

Dividend & Dividend Tax

(361.07)

(300.89)

Appropriations:

General Reserve

-

(100.00)

Other Adjustments

-

8.54

Leaving a Balance to be carried forward

7,189.37

6,979.76

The performance of different business groups of your Company is highlighted in the Management Discussion and Analysis Report, which is annexed and forms part of this Report.

Awards and rankings

- CAPEXIL Award for total minerals exports during 2014-15. It is the 24th time in a row that MMTC has won CAPEXIL''s most coveted award in the highest category.

- “Best Agency Supplying Gold to Highest Number of Clients” FY 2015-16 by GJEPC.

- “Best Nominated Agency” for FY 2015-16 at the Indian International Gold Convention 2016.

- “Best Nominated Agency” for FY 2015-16 at the Bullion Federation Global Convention 2016.

- Special Trophy for Excellence in Exports of MEIS Items in the Merchant category by EEPC.

- Star Performer Award for year 2014-15 in the product group - Basic Iron and Steel (Large Enterprise) by the Engineering Export Promotion Council

- India Lead Zinc Development Association for contributions to international trade in minerals & metals.

- Best Achiever Award for major industries (PSU) at Utkal Chamber of Commerce and Industry (UCCI) EXPO 2017

- Navbharat CSR Leadership Summit Award for best CSR Practices in community development 2016

- Special Incentive Award for best performance in official language in 2016-17.

EQUITY SHARE CAPITAL & DIVIDEND

The Board of Directors recommends declaration of dividend @ 30% on the equity capital of Rs,1,000 million of the Company for the year 2016-17 out of profits of the Company.

RESERVES

A sum of Rs,13149.58 million was available in the reserves and surplus of your Company as on 1st April, 2016. Your Directors have proposed that Dividend at the rate of 30% be paid out of profits of the Company. Accordingly, an amount of Rs,13359.15 million was available in "Reserves and Surplus” of your Company as on 31st March, 2017.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo of your Company during 2016-17 has been as under:-

EARNINGS

OUTGO

Rs, In Million

Rs, In Million

Exports

15,473.32

Imports

100,786.97

Others

1.02

Others

111.16

Total

15,474.34

Total

100,898.13

SUBSIDIARY COMPANY

The wholly owned subsidiary of your Company - MMTC Transnational Pte. Ltd. Singapore (MTPL) incorporated in October 1994 with the objective to take advantage of liberalization/globalization of trade and commerce to tap South East Asian market for trading in commodities has been engaged in commodity trading and has established itself as a credible and reputable trading outfit in Singapore. During the financial year 2016-17 MTPL achieved sales turnover of USD 113.17 million as against US$108.28 million during last fiscal. The Net Profit earned by MTPL during the financial year 201617 amounted to US$ 0.04 million. The net worth of MTPL stood at US$ 15.40 million as on 31st March 2017.

Pursuant to the provisions of Section 129 of the Companies Act, 2013, the audited financial statements of MTPL together with Directors’ Report & Auditor''s Report are attached herewith.

MMTC''S PROMOTED PROJECT- Neelachal Ispat Nigam Ltd. (NINL)

Your company has set up Neelachal Ispat Nigam Limited (NINL) - an iron & steel plant of 1.1 million tonnes capacity, 0.8 million tonne coke oven and by product unit with captive power plant, jointly with Govt. of Odisha and others. The phase-II of the Project for production of steel, with Basic Oxygen Furnace, Oxygen Plant and SMS has been commissioned and Steel Billets Production was done on trial basis. During the year 2016-17, NINL achieved a turnover of ''12687.3 million, EBDITA of ''14.4 million and incurred net loss of ''3567.44 million. This was primarily due to recession in the economy and steel sector in particular. After lot of persuasion and efforts, finally NINL could sign Iron Ore Mining Lease on captive basis with Govt. of Odisha for 874.24 hectare having 92 million tonne of mineable reserves in the State of Odisha. Mines are expected to commission iron ore production by June, 2018. NINL has also signed MOU with NALCO for setting up of Coal Tar Pitch Plant. With the stabilization of steel making facility and starting of iron ore mining by end of current financial year, NINL''s performance is expected to improve financially.

Projects/ Joint Ventures

To take advantage of new opportunities emerging in the free market environment, your company has promoted a number of joint ventures following the public-private partnership model in earlier years. A brief on the current status of such JVs is given hereunder:

(i) The joint venture for medallion manufacturing unit participated as 26% equity partner in collaboration with PAMP Switzerland in the name of MMTC-PAMP India Pvt. Ltd. achieved a turnover of ''243901.61 millions and profit after tax of ''149.29 million during 2016-17. MMTC has received a dividend of 20% for its investment in MMTC-PAMP India Pvt. Ltd. for FY 2016-17. MMTC-PAMP became India’s first LBMA accredited refiner for Gold and silver. During 2016-17 MMTC has sold Gold Bars produced by MPIPL in the domestic market achieving a turnover of ''7922.2 million.

(ii) A 15 MW capacity Wind Mill project with 25 Wind Energy Generators commissioned by MMTC way back in March, 2007 at Gajendragad in Karnataka, is running successfully and has contributed to the development of the area by meeting some portion of energy needs of Karnataka state. The power generated from the project is sold to HESCOM. The turnover of the project during 2016-17 was '' 77.3 million with a profit of '' 68.6 million.

(iii) To facilitate promotion of two-way trade, the SPV promoted by your Company in association with IL&FS IIDC has been allotted land to set up International Cargo hub at Haldia and Free Trade and Warehousing Zone at Kandla on lines similar to Special Economic Zone. Two plots of 2.75 acres of land in the Kandla FTWZ has been leased in March, 2016 and the annual revenue is ''5.39 million. Discussions are on with the other units for leasing out the plots. The Development Commissioner had granted approval for setting up a unit within Kandla FTWZ.

(iv) Your company had participated in the equity of Currency Futures Exchange under the name and style of "United Stock Exchange of India Ltd which has been merged with “BSE Limited” (BSE) during the year and as a result your Company holds 38,961 equity shares of Rs, 2/- each in BSE. During the year BSE earned a net profit of Rs,1986.4 millions against Rs,1328.6 millions in 2015-16 and declared an interim dividend of Rs,5/- on equity share of Rs, 2/- each. The shares of BSE has since been listed on National Stock Exchange (NSE).

(v) Your Company holds 9.55% equity capital in Indian Commodity Exchange Limited (ICEX) as on 31.3.2017 out of total paid up capital of Rs,1675 millions subsequent to the Rights Issue by ICEX(Rs,850 millions) in which MMTC has not participated. During the year ICEX has reported a net loss of Rs,148.5 million for the year 2016-17. ICEX has got necessary approval from SEBI for launching diamond contracts apart from obtaining ‘in principle’ approval for trading in contracts for Brent Crude and WTI Crude. It has since got clearance from SEBI for restarting its trading operations.

(vi) The JV Company - M/s. SICAL Iron Ore Terminals Limited (SIOTL) could not commence commercial operations due to non-availability of iron ore for exports from Bellary-Hospet Sector in Karnataka State. In view of uncertain future of iron ore exports and to utilize the infrastructure created, Kamarajar Port Trust (erstwhile Ennore Port Trust) decided to award the facility through bidding process for modification of the facility to also handle coal. SIOTL emerged successful to bag the project during such process. As coal does not have synergy with MMTC’s existing line of business, MMTC Board has decided to exit from the JV, process for which is in progress.

(vii) For effective marketing of the finished products of both medallions and jewellery, your company has set up a JV Company, in partnership with a leading Indian company under the name and style of MMTC Gitanjali Limited for setting up retail stores at various cities in India. MMTC Gitanjali Limited has reported a turnover of Rs,266.24 million for the year 2016-17 as against turnover of Rs,283.24 million during 2015-16 and net loss of Rs,24.8 million for the year 2016-17.

(viii) TM Mining Company Ltd.-your company’s JV with M/s TATA Steel Ltd. for mining, exploration and allied activities has obtained certificate for commencement of operations. Efforts are on by the JV company to identify suitable projects to work on.

INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

Cordial and harmonious industrial relations were maintained in the Company during the year. No man days were lost due to any industrial unrest during the year. Regular meetings were held with the Federation/ Unions / Associations of Officers, Staff and SC/ST Employees under Joint Consultative Machinery Forum. The aim of these meetings is to promote exchange of information/ideas with a view to achieve Company’s goals and objectives.

The aggregate manpower of the company as on 31st March, 2017 stood at 1225, comprising of 5 Board level executives, 1 CVO, 469 Officers and 639 staff. This manpower includes 6 officers, 105 staff / workers of erstwhile Mica Trading Company Ltd., which had been merged with your company pursuant to the orders of BIFR. The composite representation of the total manpower is - women employees representing 21.06% (258 employees) of the total manpower; SC, ST, OBC & persons with disabilities (PWD) to the extent of 20.89% (256 employees), 9.14% (112 employees), 9.39% (115 employees) and 1.96% (24 employees) respectively. During the year 08 officers were inducted through open advertisement.

RESERVATION POLICY

Policy for reservations for SCs, STs, OBCs and PWD in services was followed fully as per the government guidelines in recruitment and promotion.

TRAINING AND DEVELOPMENT

For further enhancing / upgrading the skills of employees in the constantly changing business scenario, 556 employees were imparted training during the year in different spheres of company’s activities. This was done through programmes organized in association with in-house faculty as well as external resource persons from renowned institutions/organizations. The employees deputed for training had adequate representation of SC, ST and women employees (SC- 71, ST- 33 and women -162). In terms of man days, such training works out to 745 training man days during the year 2016-17.

IMPLEMENTATION OF OFFICIAL LANGUAGE

The Company is committed to implement Official Language Policy of the Government of India. Best efforts were made to achieve the targets prescribed in the Annual Programme for the year 2016-17 issued by the Department of Official Language, Ministry of Home Affairs, Govt. of India. To promote the usage of Hindi in Company''s day-to-day work, several programmes viz. Hindi Workshops/Hindi Typing, training on Computers/Hindi Day/Week/Fortnight were organized at Corporate Office and Regional Offices during the year. This has brought positive results and a considerable increase of use of Hindi was observed in day to day official work.

During the year the Hon’ble Committee of Parliament on Official Language inspected our Regional Office at Mumbai and Jaipur for reviewing the progress of implementation of Hindi. The Company’s Corporate Office and Sub Regional Office Bangalore were awarded with Vishesh Prashansa Purasakar and First Prize respectively by Town Official Language Implementation Committee(PSUs), Delhi and Town Official Language Implementation Committee, Bangalore for the outstanding work done in the area of Official Language implementation.

VIGILANCE

The Vigilance Wing of your Company continued its focus on preventive vigilance to foster the goodwill & confidence stemming from value based business practices and for strengthening the Company as a professionally managed, globally competitive & internationally reputed organization. With the initiatives of Vigilance Division of your Company, various drills/manuals have been prepared and implemented. Under the new initiatives through video conference, quick redressal of problem and issues at regional level was introduced. Vigilance Division is also instrumental in overhauling of

Systems and Procedures to detect and deal with the system failures and effective observance of conduct rules. During the year, the vigilance division processed 18 complaints (13 were carried over from last year and there were 5 new complaints). Out of these, 9 complaints have been disposed of and action on remaining 9 complaints is in progress, and two new vigilance cases were registered. Division is also instrumental in organizing “Vigilance Awareness Week” in various offices of MMTC from 31.10.2016 to 5.11.2016 with the theme of “Public participation in promoting integrity and eradication of corruption”. Training to Vigilance and Non-Vigilance Officers has been imparted on zonal basis for sensitizing the employees about the preventive vigilance aspect.

VIGIL MECHANISM

In accordance with the provisions of Section 177 of Companies Act 2013, the Board of your company introduced a Scheme on ‘Vigil Mechanism’ in 2014. The vigil mechanism is established for Directors and employees to report their genuine concerns. The concerns, if any, from any employee/Director shall be addressed to the Chairman of the Audit Committee. This mechanism is apart from the Whistle Blower Policy, already in force. During the year under review, no complaint has been received either under the Vigil Mechanism or under the provisions of Whistle Blower Policy. Further, it is affirmed that no person was restrained from accessing the Chairman of Audit Committee.

INTEGRITY PACT

Integrity Pact is promoted as part of series of steps taken by Central Vigilance Commission for ensuring transparency, equity and competitiveness in public procurement. Your Company has also implemented the same to promote transparency/equity amongst the bidders and to plug any possibility of corrupt practices in trade conducted by the Company. Shri D.R.S. Chaudhary IAS (Retd.), has been appointed to function as Independent External Monitors (IEM).

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABLE DEVELOPMENT

MMTC’s CSR Policy is in line with Section 135 of the Companies Act and the CSR Rules as notified by the Ministry of Corporate Affairs. The CSR Projects are being undertaken in terms of Section 135 of the Companies Act. The new CSR Policy is hosted on MMTC’s website.

In compliance to CSR Rules, your Company in its endeavor to continue it commitment towards CSR & Sustainability initiatives during the year 2016-17 a sum of ''8.14 million was allocated for undertaking the CSR activities which was equivalent to 2% of the average net profit of preceding three years.

The funds allocated during 2016-17 under CSR were spent towards activities majorly related to the Swachh Bharat Abhiyan, Clean Ganga Mission, Skill India Mission, Promotion of healthcare and Yoga and Promotion of sports/para-sports. Besides this, MMTC supported distribution of artificial limbs and assistive devices to the differently abled. The annual report on CSR activity undertaken by your Company during 201617 is annexed to this Report.

CORPORATE GOVERNANCE

Your Company reposes its firm faith in continuous development, adoption and dedication towards the best corporate governance practices. Towards this end, the norms prescribed under the Companies Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015(Listing Regulations) and Guidelines applicable for CPSEs issued by the Department of Public Enterprises in this regard are being implemented in letter and spirit. However, appointment of woman director on the Board of the company including two Independent Directors as required on 31.3.2017 is yet to be made by the Government.

A separate Report on Corporate Governance along with certificate from M/s Blak & Co.(CP No.11714) regarding compliance of the stipulations relating to corporate governance specified in Listing Regulations is annexed hereto and forms part of this report. It may be mentioned that the company has complied with the CG norms prescribed by the Department of Public Enterprises applicable for CPSEs and a quarterly reports in this regard are sent regularly.

CODE OF CONDUCT

Pursuant to Regulation 15(5) of Listing Regulations, the Code of Conduct applicable to the Board members & senior management personnel has been posted on the website of your company. All Board Members and Senior Management Personnel as on 31st March, 2017 to whom the said Code is applicable, except one suspended Director(Marketing), have affirmed compliance of the same for the period ended 31st March, 2017. Based on the affirmation received from Board Members and Senior Management Personnel, declaration regarding compliance of Code of Conduct made by the Chairman & Managing Director is given below:

Declaration as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and DPE’s Guidelines on Corporate Governance

“All the members of the Board and Senior Management Personnel except one Director(Marketing) have affirmed compliance of the ‘Code of Business Conduct & Ethics for Board Members and Senior Management Personnel’ of the company for the financial year ended on March 31, 2017.”

BUSINESS RESPONSIBILITY REPORT

In accordance with the provisions of regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has prepared the Business Responsibility Report for inclusion in the Annual Report for the year 2016-17. The framework and principles suggested by SEBI to assess compliance with environment, social and governance norms pertaining to Corporate Social Responsibility and Sustainable Development activities of the Company. The Business Responsibility Report of your Company is annexed herewith and forms part of the Annual Report.

PPP for MSEs

In pursuance of Public Procurement Policy (PPP) for Micro and Small Enterprises (MSEs), in its endeavor, MMTC have been making efforts to procure goods and services from MSEs equivalent to 20% of the value of its annual requirement. Out of 20%, 4% of items are to be procured from the entrepreneurs belonging to the category of SCs and STs.

During 2016-17, MMTC in respect of its administrative requirements, procured goods and services (which mainly include office equipments, stationery items, office maintenance, housekeeping & security services etc.) has procured 58.26% (Rs.46.8 million) from annual procurement of Rs,81.8 millions and Rs,5.1 millions from MSEs owned by SC/ST entrepreneurs which is 31.19% against a sub-target of 4% out of 20% MSE target of annual procurement, earmarked for procuring from MSEs owned by SC/ST entrepreneurs.

During 2017-18, MMTC, in respect of administrative requirements, intends to procure goods and services amounting to Rs,80 millions ( /-10%) (approx.) In compliance of Public Procurement Policy for Micro & Small Enterprises.

PUBLIC DEPOSIT SCHEME

As on 1st April 2017, there were no outstanding public deposits and the company did not invite/ accept any public deposit during the year ended 31st March, 2017.

ANNUAL RETURN

The extracts of Annual Return pursuant to provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in prescribed form-MGT-9 and the same is annexed herewith.

STATUTORY AUDITOR’S REPORT

The report of Statutory Auditors for the year 2016-17 along with Management''s reply to the observations of the Statutory Auditors is annexed herewith.

COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA

The Comptroller & Auditor General of India (C&AG) has given “Nil” comments under section 143 (6) (b) of the Companies Act, 2013 on the accounts of the Company for the year ended 31.03.2017. The communication dated 25.07.2017 of C&AG of India in this regard is annexed herewith.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. Blak & Co., Practicing Company Secretaries, New Delhi to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2017. The Secretarial Audit Report (in Form MR-3) along with Management’s Reply on the observations of the Secretarial Auditor is annexed herewith.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of investments, loans and guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note 8,10,13 and 36 respectively of the Notes forming part of the financial statements. The company has extended working capital credit facilities limit of Rs,14050 millions during the financial year 2016-17 (reduced to Rs,13450 millions as on 31.3.2017) to meet the day to day operational activities of the JV company - M/s Neelachal Ispat Nigam Limited in accordance with provisions of Section 186 of Companies Act 2013 duly approved by the Board out of which the total outstanding as on 31.3.2017 is Rs, 13274.8 millions.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company with Related Parties were in the Ordinary Course of Business and not at Arm’s Length basis. The Audit Committee granted omnibus approval for the transactions undertaken during 2016-17. The approval of the Board and Shareholders at the AGM for such Related Party Transactions were taken. Suitable disclosures as required under Ind AS-24 have been made in Note 44 of Notes to the financial statements. Details of the transaction are provided in Form AOC-2 which is annexed herewith.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the Company’s website at the following link: http: // mmtclimited.com/files/.pdf/95_party_policy.pdf

RISK MANAGEMENT POLICY

The Board of Directors approved the Risk Management Policy after the same has been duly recommended by the Audit Committee of Directors to take care of various risks associated with the business undertaken by your company. The details of Risk

Management as practiced by the Company is provided as part of Management Discussion and Analysis Report which is annexed herewith.

CONSERVATION OF ENERGY

During the year 2016-17, there was no production activity in (Mica group) of your company. Hence, the provisions of Rule 8(3) of Companies (Accounts) Rules, 2014, are not applicable.

PARTICULARS OF EMPLOYEES

Pursuant to provisions of Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, as amended from time to time, it is stated that there were no employees who were in receipt of remuneration exceeding Rs,60 lakhs per annum or Rs, 5.00 lakhs per month during the year 2016-17.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 the year ended 31.3.2017;

c) the Directors have taken a 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;

d) the Directors had prepared the annual accounts on a going concern basis.

e) the directors of your company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) 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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place a Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at work place. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

No complaints were received by the Company under the above Act during the year under review.

BOARD OF DIRECTORS

Following are the changes in the Board of Directors of your company since 1st April 2016: -

Name of the Director

Category

Date of Appointment / Cessation

Appointment/

Cessation

Mr. Rana Som

Non-official (Independent) Director

09.04.2016

Cessation

Mr. N.Bala Baskar

Non-official (Independent) Director

09.04.2016

Cessation

Dr. Subas Pani

Non-official (Independent) Director

09.04.2016

Cessation

Mr. S.R.Tayal

Non-official (Independent) Director

09.04.2016

Cessation

Mr. R.Anand

Non-official (Independent) Director

15.06.2016

Appointment

Mr. B.K. Shukla

Non-official (Independent) Director

04.07.2016

Appointment

Mr. M.G. Gupta

Director(Finance)

08.12.2016

Cessation

Mr. Rajeev Jaideva

Director(Personnel)

31.12.2016

Cessation

Mr. A.K. Bhalla

Govt. Nominee Director

02.11.2016

Cessation

Dr. Inder Jit Singh

Govt. Nominee Director

02.11.2016

Appointment

Mr. T.K. Sengupta

Director(Personnel)

02.01.2017

Appointment

Mr. Rajnish Goenka

Non-official (Independent) Director

27.01.2017

Appointment

Dr.Jayant Dasgupta

Non-official (Independent) Director

07.02.2017

Appointment

Mr. R.R.Jadeja

Non-official (Independent) Director

11.02.2017

Appointment

Mr Anand Trivedi

Director(Marketing)

02.7.2017

Cessation

The Board places on record its deep appreciation for the commendable services and the contributions made by the Directors who ceased to be on the Board w.e.f. 1.4.2016 onwards. The Board also welcomes S/Sh.. R. Anand, Balkrishna K. Shukla, Dr. Inder Jit Singh, T.K. Sengupta, Rajnish Goenka, Dr. Jayant Dasgupta and R.R. Jadeja and expresses its confidence that the Company shall immensely benefit from their rich and varied experience.

During the year two whole time directors - Shri M G Gupta and Shri Anand Trivedi were placed under suspension on 7.11.2016 & 6.12.2016 respectively by the administrative ministry.

In terms of provisions of Article 87(4)(A) of Articles of Association of the Company regarding rotational retirement of Directors, Shri P.K. Jain, Director(Marketing) shall retire at the AGM and, being eligible, has offered himself for reappointment.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders- Shareholders, Department of Commerce, all Govt. Agencies, RBI and other Banks, Railways, Customs, Ports, Customers, Suppliers and other business partners for the excellent support and cooperation received from them during the year. Your Directors also recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution towards its progress.

By the Order of the Board

sd/-

( Ved Prakash )

Chairman & Managing Director

DIN No: 02988628

Dated: 09.8.2017


Mar 31, 2015

To The Members of MMTC Limited, New Delhi.

Ladies & Gentlemen,

On behalf of Board of Directors, I have pleasure in presenting 52nd Annual Report on the performance of your company for the financial year ended 31st March 2015 along with audited statements of accounts and Statutory Auditor's Report.

RESULTS OF OPERATIONS

Your company, one of the leading trading companies in India, recorded a business turnover of Rs.182,415.04 million (including sale of services Rs.46.20 million) during 2014-15 as against the business turnover of Rs.250,744.94 million registered during last fiscal. This business turnover includes Exports of Rs.23007.00 million, Imports of Rs. 145301.50 million and domestic trade of Rs.14065.90 million. The other trade related earnings contributed Rs.427.78 million. The trading profit earned by your Company stood at Rs.2079.12 million as against Rs.3455.79 million during last fiscal. The Company has reported Profit After Tax of Rs.479.10 million in the current fiscal compared to Rs.186.42 million earned last year.

The highlights of the Company's performance during 2014-15 are as below:- (Rs ln Millions)

2014-15 2013-14

Sale of Products 182,374.40 250,706.69

Sale of Services 46.20 39.62

Other Trade Earnings 427.78 1,950.15

Less : Excise Duty 5.56 1.37

Total Revenue from Operations 182,842.82 252,695.09

Cost of Sales 180,763.70 249,239.30

Trading Profit 2,079.12 3,455.79

Add: Dividend and other Income 252.05 845.88

Less: Establishment & Administrative 2,053.66 2,597.39

Overheads, and exceptional items etc

Less: Debts/Claims Written off 299.96 10.74

Less: Provisions for Doubtful Debts/ 12.36 12.74 Claims / Advances / Investments

Profit Before Interest, Dep., Prior Period & (34.81) 1,680.80 Taxes

Add: Interest Earned (Net)(Interest earned 827.65 707.59 minus Finance cost)

Profit Before Pep., Prior Period & Taxes 792.84 2,388.39

Less: Depreciation 178.17 124.22

Less: Prior Period Expenses 15.99 15.17

Profit Before extra ordinary items and 598.68 2,249.00 Taxes

Less: Extraordinary item - 2,104.42

Less: Provision for Current Taxes 136.99 765.48

Less: Provision for Deferred Taxes (17.41) (807.32)

Profit After Taxes 479.10 186.42

Add: Balance brought forward from the 6,448.82 6,444.49 previous year

Balance

Which the Board has appropriated as under to:

(I) Proposed Dividend 250.00 150.00

(II) Dividend Tax 50.89 25.49

(III) General reserve 100.00 9.40

(IV) Opening Adjustment of Depreciation 4.97 -

(V) Sustainable Development Reserve - (2.11)

(VI) Corporate Social Responsibility Reserve - (4.23)

(VII) Research and Development Reserve - 3.54

Leaving a balance to be carried forward 6,522.06 6,448.82

The performance of different business groups of your Company is highlighted in the Management Discussion and Analysis Report, which is annexed and forms part of this Report.

EQUITYSHARE CAPITALS DIVIDEND

The Board of Directors recommends declaration of dividend @25% on the equity capital of Rs 1,000 million of the Company for the year 2014-15 out of profits of the Company.

RESERVES

Asum of Rs.12418.70 million was available in the reserves and surplus of your Company as on 1st April, 2014. Your Directors have proposed that Dividend at the rate of 25% be paid out of profits of the Company. Accordingly, an amount of Rs. 12591.95 million was available in "Reserves and Surplus" of your Company as on 31st March, 2015.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo of your Company during 2014-15 has been as under:-

EARNINGS OUTGO

Rs. In Million Rs. In Million

Exports 22,937.86 Imports 137,267.75

Others 58.99 Interest 2.60

Others 814.86

Total 22,996.85 Total 138,085.21

SUBSIDIARY COMPANY

The wholly owned subsidiary of your Company - MMTC Transnational Pte. Ltd., Singapore (MTPL) was incorporated in October 1994 under the laws of Singapore with a share capital of US$ 1 million. During the year 2014-15, MTPL achieved business turnover of US$ 248.02 million as against US$369.46 million during last fiscal. The Profit After Tax earned by MTPL during 2014-15 amounted to US$ 0.13 million. The net worth of MTPL stood at US$ 15.64 million as on 31 st March 2015 as against net worth of US$ 15.51 million as on 31.03.2014.

MTPL enjoyed prestigious "Global Trader Programme" (GTP) status awarded to it by International Enterprise, Singapore, an arm of the Govt. ofSingaporefromtheyear2000to2013.

Pursuant to the provisions of Section 129 of the Companies Act, 2013, the audited financial statements of MTPL together with Director's Report &Auditor's Reportare attached herewith.

MMTC'S PROMOTED PROJECT-Neelachal Ispat Nigam Ltd. (NINL)

Your company has set up Neelachal Ispat Nigam Limited (NINL)-an iron & steel plant of 1.1 million tonnes capacity, 0.8 million tonne coke oven and by product unit with captive power plant, jointly with Govt, of Odisha and others. The project has been granted Iron ore mining lease with an estimated reserves of 110 million tonnes. The phase-ll of the Project for production of steel, with Basic Oxygen Furnace, Oxygen Plant and SMS got commissioned in March 2013 and Steel Billets Production also started. During the year 2014-15, NINL achieved a sales turnover of Rs. 13156 million and loss of Rs.2327 million due to recession in the economy and steel sector in particular. With the stabilization of steel making facility and starting of iron ore mining by end of this financial year, NINL's performance is expected to improve substantially.

PROJECTS/JOINT VENTURES

To evolve a new business model for taking advantage of new opportunities emerging in the free market environment, your company has promoted a number of joint ventures following the public- private partnership route in earlier years. A brief on the current status of such JVs is given hereunder:

(i) M/s Indian Commodity Exchange Limited in which MMTC has a stake of 26% of the total paid up capital of Rs.100 crores has reported a net loss of Rs.81.56 million for the year 2014-15 as against a net loss of Rs.89.84 million during 2013-14.

(ii) The JV Company - Currency Futures Exchange under the name and style of "United Stock Exchange of India Ltd in which MMTC has invested an amount of Rs.30 million. The said JV Company is in the process of merger with BSE Ltd as per the approval of SEBI, CCI and shareholders of the exchange. The merger of United Stock Exchange with BSE was approved by the Hon'ble High Court of Bombay which will be effective from the date the order is filed with ROC.

(iii) The joint venture for medallion manufacturing unit in collaboration with PAMP Switzerland in the name of MMTC- PAMP India Pvt. Ltd. achieved a turnover of Rs.220639.73 million and reported a net profit of Rs. 1124.72 million for the year 2014-15 and has declared 70% dividend on the paid up capital. During the year, MMTC-PAMP became India's first LBMA accredited refiner for Gold and Silver.

(iv) For effective marketing of the finished products of both medallions and jewellery, your company has set up a JV Company, in partnership with a leading Indian company under the name and style of MMTC Gitanjali Limited for setting up retail stores at various cities in India. MMTC Gitanjali Limited has reported a turnover of Rs. 111.96 million and net loss of Rs.9.70 million for the year 2014-15 as against net loss of Rs.7.86 million during 2013-14.

(v) The JV Company - M/s. SICAL Iron Ore Terminals Limited (SIOTL) could not make any progress during 2014-15 due to non-availability of iron ore for exports from Bellary-Hospet Sector in Karnataka State. The JV company has been pursuing with Kamarajar Port Limited(KPL) for permission to convert this facility for handling discharge of coal imports instead of iron ore exports, so as to meet growing demand of thermal power plants in Tamil Nadu. Ministry of Surface Transport, Govt, of India have agreed to the proposal of KPL and KPL has already issued tender for selection of operator with first right of refusal to SICAL.

(vi) M/s Blue Water Iron Ore Terminal Private Ltd, one of the other joint ventures of your Company could not commence operation. The JV Company is being wound up.

(vii) TM Mining Company Ltd.-your company's JV with M/s TATA Steel Ltd. for mining, exploration and allied activities has obtained certificate for commencement of operations. Efforts are on to identify suitable projects to operationalise.

(viii) To facilitate promotion of two-way trade, the SPV promoted by your Company in association with IL&FS has been allotted land to setup International Cargo hub at Haldia and Free Trade and Warehousing Zone at Kandla on lines similar to Special Economic Zone. The SPV promoted by MMTC jointly with ILFC IDC Fund has been allotted 75 acres of land at Kandla for development of Phase-1 of Kandla FTWZ Project which is currently in progress. 200 acres of land have also been allotted to the SPV at Haldia to set up an International Cargo Hub outside the purview of SEZAct, as per State Government policy. Part construction of Compound Wall to secure physical possession of the land for the Haldia project has been started. Work Orders for preparation of Business Plan and architectural Master Plan for the Haldia Project have been issued to the selected bidders. Development work at Kandla has also been started.

(ix) Your Company has set up a 15 MW Wind Mill Project with 25 Wind Energy Generators(WEGs) of 600 KVAeach which was commissioned in March, 2007 by MMTC through M/s.RRB Energy Ltd. Sale of power from the project till 31.3.2015 amount to Rs.70 crores. Full return of capital on 'real cash receipt basis' has been achieved in February, 2015.The project is connected to 110/33 KV Grid at Gajendragad Sub-station controlled by Karnataka State owned Enterprise i.e. M/s. Hubli Electricity Supply Company Ltd. (HESCOM).The project is running successfully for the last 8 years and has contributed to the development of the area by meeting some portion of the energy needs of Karnataka State.

INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

Cordial and harmonious industrial relations continued to prevail in your company with no man-days lost during the year. Regular meetings were held with the Unions /Associations/ Federation for attaining an amicable resolution of HR related issues to achieve Company's goals and objectives.

The aggregate manpower of the company as on 31st March, 2015 stood at 1439, excluding Board level executives, comprising of 542 Officers and 897 staff. This includes 8 officers, 112 staff / workers of erstwhile Mica Trading Company Ltd., which had been merged with your company pursuant to the orders of BIFR. While the composite representation of the total manpower consisted of women employees representing 20.92% (301 employees) of the total manpower, the representation of SC, ST, OBC & persons with disabilities (PWD) was to the extent of 21.26% (306 employees), 8.89% (128 employees), 8.61% (124 employees) and 2.29% (33 employees) respectively. During the year 16 officers were inducted through campus recruitment and open advertisement. Policy for reservations for SCs, STs, OBCs and PWD in services was followed fully in recruitment and promotion.

With the objective of further enhancing / upgrading the skills of employees in the constantly changing business scenario, 1057 employees were imparted training during the year in different spheres of company's activities. This was done through programmes organized both with in-house expertise as well as external resources from renowned institutions / organizations. The employees deputed for training included 166 employees belonging to SC, 79 to ST and 302 women employees. In terms of man-days such training works out to 2070 training man-days during the year 2014-15.

During the year an understanding was reached between MMTC and IIM-Ahmedabad that MMTC would depute senior officers for "Advanced Leadership" program once a year. In December 2014, 35 senior officers of MMTC underwent Advanced Leadership Training at the IIM-Ahmedabad. Out of 35 officers, 7 belonged to SC and 3 belonged to ST, which amounts to 28.57%.

IMPLEMENTATION OF OFFICIAL LANGUAGE

Your Company is committed to implement Official Language Policy of the Government. During the year 2014-15 your company consistently strived to adhere and implement the Official Language Policy to meet the targets given in the annual programme issued by the Department of Official Language, Ministry of Home Affairs, Govt, of India. To promote usage of the Official Language by employees of the company, several programs in the form of Hindi Workshops, Hindi Seminars, Hindi Day/Week/Fortnight were organized at the Corporate Office and Regional Offices during the year under review.

Hon'ble Parliamentary Committee on Official Languages inspected your company's Mumbai Regional Office and Bengaluru Regional Offices. During the year, the Company was awarded Rajbhasha Trophy for excellence in implementation of Official Language Policy in the Company by Ministry of Commerce.

VIGILANCE

Continuing to foster the goodwill & confidence stemming from value based business practices and strengthening the Company as a professionally managed, globally competitive & internationally reputed organization, the vigilance group of your company carried further its focus on preventive vigilance. With the efforts of Vigilance Division of your Company, a comprehensive Finance and Accounts Manual as well as a standardized Business Manual, Corporate Risk Management Policy have been prepared and circulated for implementation. During the period under review, Vigilance Division processed 38 complaints (18 were carried forward from last year and 20 new complaints have been added to the tally) out of which 27 complaints have been disposed of and action on the remaining 11 complaints is in progress. Scrutiny of Annual property returns for the calendar year 2014 from MMTC employees have been done.

During the year under report Vigilance group of your Company was also instrumental in organizing "Vigilance Awareness Week" in various offices of MMTC from 27.10.2014 to 01.11.2014. The theme for the week was "Combating Corruption - Technology as an enabler".

New initiatives undertaken by Vigilance Division include vigilance training and skill up gradation to vigilance & non- vigilance officers on zonal basis for sensitizing employees about the preventive vigilance aspect, ERP system up- gradation work for plugging the gaps in existing ERP Module, installation of voice recording in the cabin of Head of Finance for recording forex fixings, installation of video camera in premises where gold/silver is delivered, strengthening of KYC norms, and introduction of multi-layer system of audit.

VIGIL MECHANISM

In accordance with the provisions of Section 179 of Companies Act 2013, the Board of your company introduced a Scheme on 'Vigil Mechanism' in compliance with the directions of Audit Committee of Directors. This Audit Committee Vigil Mechanism is established for Directors and employees to report their genuine concerns. The scheme has been notified vide Circular dated 14th August 2014. The concerns if any from any employee/Director shall be addressed by the Chairman of the Audit Committee. During the year under review, no such complaint has been received.

INTEGRITY PACT

Integrity Pact has been implemented to promote transparency/equity amongst the bidders so as to plug possibility of corrupt practices in trade conducted in the Company. Integrity Pact is being implemented as part of series of steps taken by Central Vigilance Commission for ensuring transparency, equity and competitiveness in public procurement. Shri Bijoy Chatterjee, IAS (Retd.) & Shri DRS Chaudhary IAS (Retd.), have been appointed to function as Independent External Monitors (IEM).

CORPORATE SOCIAL RESPONSIBILITYAND SUSTAINABLE DEVELOPMENT

As a responsible corporate body, your Company has always been committed to discharge its social responsibility in the best possible way. Various initiatives have been taken for the benefit of society and the environment since 2006-07. With a view to address the CSR issues, your Company had revised its Corporate Social Responsibility Policy in line with the Guidelines issued by Department of Public Enterprises, Govt, of India and in accordance with the Companies Act, 2013. The average net profit of the preceding 3 years in case of your Company being negative, MMTC was statutorily not required to undertake any CSR initiative during 2014-15. In view that MMTC since 2006 has been continuously undertaking CSR initiatives, it was decided by the Board of Directors, to voluntarily make an allocation of Rs.49 lakhs for undertaking CSR activities during 2014-15, to maintain continuity in its socially responsible stature.

Your Company is a member of the Global Compact Network, India and apart from undertaking CSR/SD initiatives in line with the Global Compact Principles, it also submits its Communication on Progress (COP) to UN Global Compact every year.

The funds allocated for CSR were utilized for construction of two public toilets at Haiderpur in North Delhi, which was undertaken in association with "Sulabh International Social Service Organization", operation and maintenance of which has been assigned to Sulabh International. Besides, a small contribution was made towards Clean Ganga Fund established by the Government of India for the rejuvenation of River Ganga.

In accordance with the provisions of the Companies Act, 2013 a report on CSR activities of your Company in the prescribed format is annexed herewith and forms part of the Annual Report.

CORPORATE GOVERNANCE

Your Company reposes its firm faith in continuous development, adoption and dedication towards the best corporate governance practices. Towards this end, the CG norms enshrined under the Companies Act, 2013 as also the SEBI guidelines in this regard are being implemented in letter and spirit. However, appointment of women director on the Board of the Company is yet to be complied with owing to the fact that all the directors on the board are appointed by the President of India in the case of CPSEs.

Aseparate report on corporate governance along with certificate from M/s Blak& Co.(CP No. 11714) regarding compliance of the stipulations relating to corporate governance specified in clause 49 of the Listing Agreement(s) signed with stock exchanges is annexed hereto and forms part of this report.

CODE OF CONDUCT

Pursuant to Clause 49 (I) (D) of the Listing Agreement signed with Stock Exchanges, a detailed Code of Business Conduct and Ethics for Board Members and Senior Management Personnel has been laid down and hosted on the website of your company. All Board Members and Senior Management Personnel, except one General Manager (under suspension) on the regular rolls of the Company as on 31 st March, 2015, to whom the said Code is applicable, have affirmed compliance of the same for the period ended 31st March, 2015.

BUSINESS RESPONSIBILITY REPORT

In accordance with the directives of SEBI and provisions of Clause 55 of Listing Agreement signed with stock exchanges, based on the list of top 100 companies given by BSE, your Company has prepared the Business Responsibility Report for inclusion in the Annual Report for the year 2014-15. The framework and principles suggested by SEBI to assess compliance with environment, social and governance norms pertain to Corporate Social Responsibility and Sustainable Development activities of the Company. The Business Responsibility Report of your Company is annexed herewith and forms part of the Annual Report.

PUBLIC DEPOSIT SCHEME

As on 1st April 2014, there were no outstanding public deposits and the company did not invite/ accept any public deposit during the year ended 31st March, 2015.

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

ANNUALRETURN

The extracts of Annual Return pursuant to provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in prescribed form-MGT-9 and the same is annexed herewith.

STATUTORY AUDITOR'S REPORT

The report of Statutory Auditors for the year 2014-15 along with Management's reply to the observations of the Statutory Auditors is annexed herewith.

COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA

The Comptroller & Auditor General of India (C&AG) has given 'NIL' comments under section 143 (6) (b) of the Companies Act, 2013 on the accounts of the Company for the year ended 31.03.2015. The communication dated 22nd July, 2015 of C&AG of India in this regard is annexed herewith.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. Black & Company, Practicing Company Secretaries, New Delhi to conduct the Secretarial Audit of the Company for the financial year ended March 31,2015. The Secretarial Audit Report (in Form MR-3) along with Management's Reply on the Observations of the Secretarial Auditor is annexed herewith.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note 7.5,6.2 and 19 respectively of the Notes forming part of the financial statements.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company with Related Parties were in the Ordinary Course of Business and not at Arm's Length basis. The Audit Committee granted omnibus approval for the transactions undertaken during 2014-15. The approval of the Board and Shareholders through postal ballot for such Related Party Transactions were taken. Suitable disclosures as required under AS-18 have been made in Sub-Note 25 of No. 20 of the Notes to the financial statements. Details of the transaction are provided in Form AOC-2 which is annexed herewith.

The Board approved Policy on Related Party Transactions has been uploaded on the Company's website at the following link:

http://mmtclimited.gov.in/files/.pdf/95_party_policy.pdf

RISK MANAGEMENT POLICY

The Board of Directors approved the Risk Management Policy after the same has been duly recommended by the Audit Committee of Directors to take care of various risks associated with the business undertaken by your company. The details of Risk Management as practiced by the Company is provided as part of Management Discussion and Analysis Report, is annexed herewith.

CONSERVATION OF ENERGY

During the year 2014-15, there was no activity in Mica group of your company. Pursuant to rule 8(3) of Companies (Accounts) Rules, 2014, a statement on conservation of energy is annexed to this report.

PARTICULARS OF EMPLOYEES

Pursuant to provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, it is stated that there were no employees who were in receipt of remuneration exceeding Rs.60 lakhs per annum or Rs. 5.00 lakhs per month during the year 2014-15.

DIRECTORS'RESPONSIBILITYSTATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 the year ended 31.3.2015;

c) the Directors have taken a 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;

d) the Directors had prepared the annual accounts on a going concern basis.

e) the directors of your company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f) 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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PHOHIBITION& REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment, complaints received and disposed off during each calendar year:

No. of complaints received : Nil

No. of complaints disposed off : Nil

BOARD OF DIRECTORS

Following are the changes in the Board of Directors of your company since 1st April 2014: -

Smt. Anita Agnihotri, SS&FA, Department of Commerce, Ministry of Commerce & Industry relinquished the charge of Part Time Director on the Board of MMTC on 16th June, 2014.

Shri Bhagwati Prasad Pandey, AS & FA, Department of Commerce, Ministry of Commerce & Industry took charge of Part Time Director on the Board of MMTC vice Smt. Anita Agnihotri w.e.f. 16*' June, 2014.

Shri Anil Razdan relinquished the charge of Part Time Non Official (Independent) Director on 12*'July, 2014.

Shri G.S.Vedi relinquished the charge of Part Time Non Official (Independent) Director on 13th July, 2014.

Shri Arun Balakrishnan relinquished the charge of Part Time Non Official (Independent) Director on 15th July, 2014.

Shri Ved Prakash, Director(Mktg) took the additional charge of CMD w.e.f. 31.12.2014 from Shri D.S. Dhesi who relinquished the charge of CMD, MMTC on 30.12.2014 consequent upon his demitting the office of Additional Secretary in Department of Commerce, Ministry of Commerces Industry.

Shri R.R. Rashmi, Additional Secretary, Department of Commerce took charge of Part Time Director on the Board of MMTC w.e.f. 24.2.2015 vice Shri Madhusudan Prasad, Special Secretary, Deptt. Of Commerce.

Shri Ved Prakash assumed the charge of Chairman and Managing Director of MMTC Ltd on 19.3.2015.

Shri A.K. Bhalla, Additional Secretary, Department of Commerce took charge of Part Time Director on the Board of MMTC Ltd. w.e.f. 29.4.2015 vice Shri R.R. Rashmi.

Shri Bhagwati Prasad Pandey, AS&FA, Department of Commerce relinquished the charge of Part Time Director on the Board of MMTC on 6.8.2015.

Shri J.K. Dadoo, Additional Secretary & Financial Advisor, Department of Commerce took charge of Part Time Director on the Board of MMTC Ltd. w.e.f. 6.8.2015 vice Shri Bhagwati Prasad Pandey.

The Board places on record its deep appreciation for the commendable services and the contributions made by Smt. Anita Agnihotri, Shri Anil Razdan, Shri G.S. Vedi, ShriArun Balakrishanan, Shri Madhusudan Prasad, Shri D.S. Dhesi, Shri R.R. Rashmi and Shri Bhagwati Prasad Pandey. The Board also welcomes Shri A.K. Bhallaand Shri J.K. Dadoo and expresses its confidence that the Company shall immensely benefitfrom their rich and varied experience.

In terms of provisions of Article 87(4)(A) of Articles of Association of the Company regarding rotational retirement of Directors, Shri M.G. Gupta, Director(Finance) and Shri P.K. Jain, Director(Marketing) shall retire at the AGM and, being eligible, have offered themselves for reappointment.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders- Shareholders, Department of Commerce, all Govt. Agencies, RBI and other Banks, Railways, Customs, Ports, NMDC, Customers, Suppliers and other business partners for the excellent support and cooperation received from them during the year. Your Directors also recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution towards its progress.

By the Order of the Board

sd/-

(Ved Prakash)

Chairman and Managing Director

Dated: 13.8.2015


Mar 31, 2014

The Members MMTC Limited, New Delhi.

Ladies & Gentlemen,

On behalf of Board of Directors, I have pleasure in presenting 51st Annual Report on the performance of your company for the financial year ended 31st March 2014 along with audited statements of accounts and Statutory Auditor''s Report.

RESULTS OF OPERATIONS

Your company, one of the leading trading companies in India, recorded a business turnover of Rs. 250746.31 million during 2013-14 as against the business turnover of Rs.284156.23 million registered last fiscal. This business turnover includes Exports of Rs.41270.27 million, Imports of Rs.187134.51 million and domestic trade of Rs.22341.53 million. The other trade related earnings contributed Rs.1948.78 million. The trading profit earned by your Company stood at Rs.3455.79 million as against Rs.2997.48 million during last fiscal. The Company has reported Net Profit of Rs.186.42 million in the current fiscal compared to net loss of Rs.706.24 million during last year.

The highlights of the Company''s performance during 2013-14 are as below: -

(Rs in Millions)

2013-14 2012-13

Sales 250,746.31 284,156.23

Other Trade Earnings 1948.78 1827.36

Total Revenue from Operations 252,695.09 285,983.59

Cost of Sales 249,239.30 282,986.11

Trading Profit 3,455.79 2,997.48

Add: Dividend and other Income 845.88 382.58

Less: Establishment & Administrative Overheads, and 2,597.39 2639.80 exceptional items etc

Less: Debts/Claims Written off 10.74 0.70

Less: Provisions for Doubtful Debts/ 12.74 62.53

Claims/Advances/Investments

Profit Before Interest, Dep., Prior Period & Taxes 1,680.80 677.03

Add: Interest Earned (Net)(Interest earned minus 707.59 601.81 Finance cost) Profit Before Dep., Prior Period & Taxes 2,388.39 1278.84

Less: Depreciation 124.22 119.70

Less: Prior Period Expenes 15.17 (6.12)

Profit Before extra ordinary items and Taxes 2,249.00 1165.26

Less: Extraordinary item 2,104.42 2,443.64

Less: Provision for Current Taxes 765.48 167.14

Less: Provision for Deferred Taxes (807.32) (739.28)

Profit After Taxes 186.42 (706.24)

Add: Balance brought forward from the previous year 6,444.49 7,257.19

Balance Which the Board has appropriated as under to:

(I) Proposed Dividend 150.00 100.00

(II) Dividend Tax 25.49 -

(III) General reserve 9.40 -

(IV) Sustainable Development Reserve (2.11) 2.11

(V) Corporate Social Responsibility Reserve (4.23) 4.36

(VI)Research and Development Reserve 3.54 -

Leaving a balance to be carried forward 6,448.82 6,444.48

The performance of different business groups of your Company is highlighted in the Management Discussion and Analysis Report, which is annexed and forms part of this Report.

AWARDS & RANKINGS

Following Awards and Rankings were conferred on your Company during 2013-14:

- CAPEXIL''s Highest Export Award for the year 2011-12 for its export achievement in respect of Canalized Agency(Minerals & Ores Sector) - 21st time in a row.

- Certificate of Excellence from the Directorate of Export Promotion and Marketing, Government of Odisha for outstanding performance in the export of Pig Iron under Metallurgy group and in the Export of Iron ore, Chrome Ore & Concentrate under Minerals Group for the year 2010-11.

- Rajbhasha Trophy for FY 2013-14 by Ministry of Commerce. Second prize for excellence in implementation of Official Language Policy

EQUITY SHARE CAPITAL & DIVIDEND

The Board of Directors recommends declaration of dividend @15% on the equity capital of Rs 1,000 million of the Company for the year 2013-14 out of profits of the Company.

OFFER FOR SALE TO EMPLOYEES

In terms of CCEA''s approval dated 14.9.2012 and Department of Disinvestment''s Communication dated 10.10.2013 and 24.3.2014, Offer for Sale of MMTC''s Equity Shares by Government of India to the eligible Employees was successfully concluded and the proceeds amounting to Rs.4,16,80,566 was credited to the account of Government of India. A total of 7,31,238 shares were allotted to 309 employees.

Consequent upon sale of shares from Government of India to the eligible employees, the equity holding of Government of India in MMTC has been reduced to 89.93% from 90%.

RESERVES

A sum of Rs.12,407.78 million was available in the reserves and surplus of your Company as on 1st April, 2013. Your Directors have proposed that Dividend at the rate of 15% be paid out of profits of the Company. Accordingly, an amount of Rs.12,418.70 million was available in "Reserves and Surplus" of your Company as on 31st March, 2014.

SUBSIDIARY COMPANY

The wholly owned subsidiary of your Company - MMTC Transnational Pte. Ltd., Singapore (MTPL) was incorporated in October 1994 under the laws of Singapore with a share capital of US$ 1 million. During the year 2013-14, MTPL achieved business turnover of US$ 369 million. The Profit after tax earned by MTPL during 2013-14 amounted to US$ 0.06 million. The net worth of MTPL stood at US$ 15.51 million as on 31st March 2014. MTPL has so far paid total dividends of US$ 15.04 million as against capital of US$ 1 million contributed by your company.

MTPL continues to enjoy prestigious "Global Trader Programme" (GTP) status awarded to it by International Enterprise, Singapore since FY 2000.

Pursuant to the provisions of Section 129 of the Companies Act, 2013, the audited financial statements of MTPL together with Director''s Report & Auditor''s Report are attached herewith.

MMTC''S PROMOTED PROJECT-Neelachal Ispat Nigam Ltd. (NINL)

Your company has set up Neelachal Ispat Nigam Limited (NINL) - an iron & steel plant of 1.1 million tonnes capacity, 0.8 million tonne coke oven and by product unit with captive power plant, jointly with Govt. of Orissa and others. The project has been granted Iron ore mining lease with an estimated reserves of 110 million tonnes. The phase-II of the Project for production of steel, with Basic Oxygen Furnace, Oxygen Plant and SMS got commissioned in March 2013 and Steel Billets Production also started. During the year 2013-14, NINL achieved a sales turnover of Rs.15481.92 million and loss of Rs.1,472.17 million due to recession in the economy and steel sector in particular. With the stabilization of steel making facility and starting of iron ore mining by end of this financial year, NINL''s performance is expected to improve substantially.

Projects/ Joint Ventures

To evolve a new business model for taking advantage of new opportunities emerging in the free market environment, your company has promoted a number of joint ventures following the public- private partnership route. These value multiplier initiatives are briefed hereunder:

(i) Your company had promoted a Commodity Exchange under the name and style of "Indian Commodity Exchange Limited" which commenced operations in November, 2009. The said exchange has reported a net loss of Rs.89.84 million for the year 2013-14 as against a net loss of Rs.102.60 million during 2012-13. This is because of extremely competitive environment in the commodity exchange market place in the country.

(ii) Your company has participated in the equity of a Currency Futures Exchange under the name and style of "United Stock Exchange of India Ltd." The said Currency Futures Exchange which commenced its operations in September, 2010 has reported a loss of Rs.39.30 million for the year 2013-14 as against a net profit of Rs.4.64 million during 2012-13.

(iii) Your company has joined hands with an international producer as a joint venture partner for setting up a gold/silver medallion manufacturing unit, which would also include a gold refinery as an integral part, under the name and style of "MMTC-PAMP India Private Limited". The said medallion manufacturing unit which commenced commercial production in April, 2011 has reported a net profit of Rs.737.45 million for the year 2013- 14 and has declared 30% dividend. During the fiscal, MPIPL has been accredited as "Good Delivery" Refinery for Silver from LBMA, achieving the coveted status of First and Only Refinery having such status in India.

(iv) For effective marketing of the finished products from above unit, as well as jewellery from other sources, your company has set up, in partnership with a leading Indian company, a chain of retail stores at various cities in India for medallions, jewellery and its homegrown brand of ''SANCHI'' silverware. Towards this end, a JV Company was promoted under the name and style of "MMTC-Gitanjali Limited" and 8 retail outlets are presently functioning. MMTC-Gitanjali Limited has reported a net loss of Rs.7.86 million for the year 2013-14 as against net profit of Rs.3.52 million during 2012-13.

(v) Your company had set up a permanent berth with loading facilities for iron ore at Ennore Port jointly with SICAL and L&T Infrastructure Ltd. under the name and style of M/s. SICAL Iron Ore Terminals Limited (SIOTL). Due to non-availability of iron ore for exports from Bellary-Hospet Sector in Karnataka State, commercial operations of SIOTL could not commence. The JV company has been pursuing with Ennore Port Authorities for permission to convert this facility for handling coal discharge instead of iron ore exports, so as to meet growing demand of thermal power plants in Tamil Nadu.

(vi) Your company had participated in the development of a deep draught iron ore loading berth at Paradeep Port (Orissa) jointly with Noble Group Ltd. and Gammon Infrastructure Projects Ltd. under the name and style of M/s. Blue Water Iron Ore Terminal Private Ltd. It could not commence construction in view of the project being rendered unviable as a result of inordinate delay in getting mandatory clearances, change in iron ore export trade scenario, restrictions imposed by State Governments on mining of iron ore, refusal of Paradip Port Trust to give concessions, etc. The JV Company is being wound up.

(vii) For exploring opportunity for investment in mines, your Company has set up a joint venture company with M/s. TATA Steel Ltd. under the name and style of TM Mining Ltd.(TMML) for mining exploration and allied activities. Efforts are on to identify suitable projects to work on.

(viii) To facilitate promotion of two-way trade, the SPV promoted by your Company in association with IL&FS has been allotted land to set up International Cargo hub at Haldia and Free Trade and Warehousing Zone at Kandla on lines similar to Special Economic Zone. The SPV promoted by MMTC has been allotted 75 acres of land at Kandla to set up a Free Trade Warehousing Zone(FTWZ). Development of Phase-1 of Kandla FTWZ Project is currently in progress. 200 acres of land have also been allotted to the SPV at Haldia to set up an International Cargo Hub outside the purview of SEZ Act, as per State Government policy. Construction of Compound Wall to secure physical possession of the land for the Haldia project has since started. Process for selection of a Consultant for preparation of Business Plan/Detailed Project Report for the Haldia Project has also been initiated.

(ix) Your company has been allotted a coal mine in the Jharkhand State having estimated reserves of about 251.18 million tonnes classified with proved category. Prospecting license for the same has since been issued by the concerned authorities and the pre- feasibility study completed. The drilling/exploration work in conformity with Govt of India norms has since been completed in April, 2013 and the final Geological Report has been prepared. Your Company has signed an MOU with M/s Singareni Collieries Ltd, (A Govt of India Enterprise) for joint mining of coal from the said coal block. The coal block allocated to MMTC is overlapping with the CBM block allocated to ONGC which is being sorted out in consultation with Ministry of Coal, Ministry of Petroleum and Natural Gas and jointly with ONGC/SECL etc. Work for preparation of mining plan & Project Report has been given to M/s. SCCL.

INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

Cordial and harmonious industrial relations continued to prevail in your company with no man- days lost during the year. Regular meetings were held with the Unions / Associations/ Federation for attaining an amicable resolution of HR related issues to achieve Company''s goals and objectives.

The aggregate manpower of the company as on 31st March, 2014 stood at 1530, excluding Board level executives, comprising of 567 Officers and 963 staff. This includes 12 officers, 131 staff / workers of erstwhile Mica Trading Company Ltd., which had been merged with your company pursuant to the orders of BIFR. While the composite representation of the total manpower consisted of women employees representing 20.26% (310 employees) of the total manpower, the representation of SC, ST, OBC & persons with disabilities (PWD) was to the extent of 21.56% (330 employees), 8.49% (130 employees), 8.69% (133 employees) and 2.02% (31 employees) respectively. During the year 21officers were inducted through campus recruitment. Presidential Directives on reservations for SCs, STs, OBCs and PWD in services were followed fully in recruitment and promotion.

With the objective of further enhancing / upgrading the skills of employees in the constantly changing business scenario, 806 employees were imparted training during the year in different spheres of company''s activities. This was done through programmes organized both with in- house expertise as well as external resources from renowned institutions / organizations. The employees deputed for training included 125 employees belonging to SC, 55 to ST and 187 women employees. In terms of man-days such training works out to 1995 training man-days during the year 2013-14.

IMPLEMENTATION OF OFFICIAL LANGUAGE

Your Company is committed to uphold Official Language Policy of the Government. During the year 2013-14 your company consistently strived to adhere and implement the Official Language Policy to meet the targets given in the annual programme issued by the Department of Official Language, Ministry of Home Affairs, Govt. of India. Towards this and to promote usage of the Official Language by employees of the company, several programs in the form of Hindi Workshops, Hindi Seminars, Hindi Day/Week/Fortnight were organized at the Corporate Office and Regional Offices.

During the year, the Company had the privilege of interacting with the Parliamentary Committee on Official Languages, which inspected your company''s Mumbai Regional Office and expressed satisfaction with regard to Implementation of Official Language Policy in the Organization. During the year, the Company was awarded the Second Prize in the form of Rajbhasha Trophy for excellence in implementation of Official Language Policy in the Company by Ministry of Commerce.

VIGILANCE

Continuing to foster the goodwill & confidence stemming from value based business practices and strengthening the Company as a professionally managed, globally competitive & internationally reputed organization, the vigilance group of your company carried further its focus on preventive vigilance. During the period under review, a total number of 13 cases (involving 47 officials) were dealt by Vigilance Division. Five fresh cases(involving 21 officials) were added to the opening tally of 9 cases. Progress of vigilance work/disciplinary cases is being reviewed regularly by the Board of Directors. During the period under review, 60 vigilance and 19 non- vigilance inspection reports were received from VOs posted at various regional offices of MMTC. Corporate Risk Management Policy has been implemented. During the period under reference, Vigilance Division processed 36 complaints out of which 18 complaints have been disposed of and action on the remaining 18 complaints is in progress.

Your Company has filed a suit in the Hon''ble Mumbai High Court against National Spot Exchange Limited, Financial Technologies and others for recovery of Rs.227 crores on account of unsettled transactions which took place on the platform of NSEL during 2013-14. An amount of Rs.14.23 crores has been realized by your Company from weekly payments disbursed by NSEL since August, 2013. Your Company has also filed a criminal complaint against NSEL with Economic Offence Wing, Delhi Police & CBI Mumbai have registered a regular case in July 2014 where investigation is in progress. As per reports EOW, Mumbai Police has attached properties of defaulters valuing Rs.5100 crores under Maharashtra Protection of Interest of depositors act and the court has permitted auction of the properties. NSEL is also under investigation by Enforcement Directorate, Income Tax Department, Ministry of Corporate Affairs and Forward Market Commission. Along with the 13000 other investors, with total dues of Rs.5600 crores, your Company is hopeful of realizing its dues through liquidation of the defaulters'' properties attached by the investigating agencies.

During the year under report Vigilance group of your Company was also instrumental in organizing "Vigilance Awareness Week" in various offices of MMTC from 29.10.2013 to 02.11.2013. The theme for the week was "Promoting Good Governance-Positive Contribution of Vigilance".

New initiatives undertaken by Vigilance Division include scheduling the workshops/training programmes for vigilance & non-vigilance officers on zonal basis, ERP system up-gradation work for plugging the gaps in existing ERP Module, issuing instructions to all regional heads reiterating the provisions of MMTC Bullion Drill pertaining to KYC norms with regard to verification of new bullion customer/their credentials/financial standing and also emphasizing the need for obtaining adequate financial security etc.

INTEGRITY PACT

During the year, Integrity Pact has been implemented in the Company to promote transparency/equity amongst the bidders so as to plug possibility of corrupt practices. Integrity Pact is being implemented as part of series of steps taken by Central Vigilance Commission for ensuring transparency, equity and competitiveness in public procurement. Shri Bijoy Chatterjee, IAS (retd.) has been appointed to function as Independent External Monitor(IEM).

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABLE DEVELOPMENT

As a truly responsible enterprise, your Company has always been committed to discharge its social responsibility in the best possible way. Various initiatives have been taken for the benefit of society and the environment since 2006-2007. With a view to address the CSR issues, your Company had revised its Corporate Social Responsibility Policy in line with the Guidelines issued by Department of Public Enterprises, Govt. of India. In terms of the prevailing CSR guidelines, there being no profits for the year 2012-13, no funds were earmarked for CSR/SD projects. However, the unutilized amounts of previous years carried forward to the financial year 2013-14 were used for undertaking CSR & SD Projects in the area of livelihood creation for increasing employability and employment generation in Jajpur District, Odisha, and installation of energy efficient lighting system in MMTC premises at Delhi.

Your Company is a member of the Global Compact Network, India and apart from undertaking CSR/SD initiatives in line with the Global Compact Principles, it also submits its Communication on Progress(COP) to UN Global Compact every year.

CORPORATE GOVERNANCE

Corporate governance is an area of major significance not only to governments and businesses but to all who are connected with organizations, whether as investors, directors, employees, suppliers, customers or the community in general. Your Company reposes its firm faith in continuous development, adoption and dedication towards the best corporate governance practices.

A separate report on corporate governance along with Statutory Auditor certificate regarding compliance of the stipulations relating to corporate governance specified in clause 49 of the Listing Agreement(s) signed with stock exchanges is annexed to and forms part of this report.

CODE OF CONDUCT

Pursuant to Clause 49 (I)(D) of the Listing Agreement signed with Stock Exchanges, a detailed Code of Conduct for Board Members and Senior Management Personnel has been laid down and hoisted on the website of your company. All Board Members and Senior Management Personnel, except one General Manager(under suspension) on the regular rolls of the Company as on 31st March, 2014, to whom the said Code is applicable, have affirmed compliance of the same for the period ended 31st March, 2014.

PRESIDENTIAL DIRECTIVES

Pursuant to Article 136 of Articles of Association of MMTC Limited, during the year 2013-14, the Company received a Presidential Directive vide Communication dated 28.9.2013 from Department of Commerce, Ministry of Commerce & Industry directing Shri Ved Prakash, the senior most Functional Director of MMTC Ltd. to act as Chairman at the AGM held on 30.9.2013 in the absence of Shri D.S. Dhesi, CMD.

BUSINESS RESPONSIBILITY REPORT

In accordance with the directives of SEBI and provisions of Clause 55 of Listing Agreement signed with stock exchanges, based on the list of top 100 companies given by BSE, your Company has prepared the Business Responsibility Report for inclusion in the Annual Report for the year 2013-14. The framework and principles suggested by SEBI to assess compliance with environment, social and governance norms pertain to Corporate Social Responsibility and Sustainable Development activities of the Company. The Business Responsibility Report of your Company is annexed herewith and forms part of the Annual Report.

PUBLIC DEPOSIT SCHEME

As on 1st April 2013, there were no outstanding public deposits and the company did not invite/ accept any public deposit during the year ended 31st March, 2014.

STATUTORY AUDITOR''S REPORT

The report of Statutory Auditors for the year 2013-14 alongwith Management''s reply to the observations of the Statutory Auditors is annexed herewith.

COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA

The comments of Comptroller & Auditor General of India(C&AG) under section 619(4) of the Companies Act, 1956 on the accounts of the Company for the year ended 31.03.2014 are yet to be received and the same alongwith Management''s reply thereon, if any shall be placed on the table at the Annual General Meeting.

CONSERVATION OF ENERGY

During the year 2013-14, there was no activity in Mica group of your company. Pursuant to Section 217(i)(e) of the Companies Act, 1956, a statement on conservation of energy is annexed to this report.

PARTICULARS OF EMPLOYEES

Pursuant to provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, it is stated that there were no employees who were in receipt of remuneration exceeding Rs.60 lakhs per annum or Rs. 5.00 lakhs per month during the year 2013-14.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:

i) That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) That 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 the year ended 31.3.2014;

iii) That the Directors have taken a proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts on ongoing concern basis.

BOARD OF DIRECTORS

Following are the changes in the Board of Directors of your company since 1st April 2013: -

- Shri Arvind Kalra took over the charge of Part Time Non-Official(Independent)Director on the Board of MMTC w.e.f. 1st April, 2013.

- Shri Rana Som took over the charge of Part Time Non-Official(Independent)Director on the Board of MMTC w.e.f. 17th April, 2013.

- Shri N. Bala Baskar took over the charge of Part Time Non-Official(Independent) Director on the Board of MMTC w.e.f. 22nd April 2013.

- Dr. Subas Pani took over the charge of Part Time Non-Official (Independent) Director on the Board of MMTC w.e.f. 7th May, 2013.

- Shri P.K. Jain took over the charge of Director(Marketing) on the Board of MMTC w.e.f. 15th May, 2013.

- Shri Skand Ranjan Tayal took over the charge of Part Time Non-Official (Independent) Director on the Board of MMTC w.e.f. 9th July 2013.

- Smt. Anita Agnihotri, AS&FA, Department of Commerce, Ministry of Commerce & Industry relinquished the charge of Part Time Director on the Board of MMTC on 16th June, 2014.

- Shri Bhagwati Prasad Pandey, AS&FA, Department of Commerce, Ministry of Commerce & Industry took charge of Part Time Director on the Board of MMTC vice Smt. Anita Agnihotri w.e.f. 16th June, 2014.

- Shri Anil Razdan relinquished the charge of Part Time Non Official(Independent) Director on 12th July,2014.

- Shri G.S. Vedi relinquished the charge of Part Time Non Official(Independent) Director on 13th July, 2014.

- Shri Arun Balakrishnan relinquished the charge of Part Time Non Official(Independent) Director on 15th July 2014

The Board places on record its deep appreciation for the commendable services and the contributions made by Smt. Anita Agnihotri, Shri Anil Razdan, Shri G.S. Vedi and Shri Arun Balakrishnan and also welcomes Shri B.P. Pandey and expresses its confidence that the Company shall immensely benefit from his rich and varied experience.

In terms of provisions of Article 87(4)(A) of Articles of Association of the Company regarding rotational retirement of Directors, Shri P.K. Jain, Director(Marketing) and Shri Anand Trivedi, Director(Marketing) shall retire at the AGM and, being eligible, have offered themselves for reappointment.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders- Shareholders, Department of Commerce, all Govt. Agencies, RBI and other Banks, Railways, Customs, Ports, NMDC, Customers, Suppliers and other business partners for the excellent support and cooperation received from them during the year. Your Directors also recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution towards its progress.

By the Order of the Board

sd/- (D.S. Dhesi) Chairman-cum-Managing Director

Dated: 13.08.2014


Mar 31, 2013

The Members of MMTC Limited, New Delhi.

Ladies & Gentlemen,

The behalf of Board of Directors, I have pleasure in presenting 50th Annual Report on the performance of your company for the financial year ended 31st March 2013 along with audited statements of accounts and Statutory Auditor''s Report.

RESULTS OF OPERATIONS

Your company, one of the leading trading companies in India, recorded a business turnover of Rs. 284156.2 million during 2012-13 as against the business turnover of Rs. 659291.1 million registered last fiscal. This business turnover includes Exports of Rs.29795.4 million, Imports of Rs. 209544.1 million and domestic trade of Rs. 44816.7 million. The other trade related earnings contributed Rs.1837.9 million. The trading profit earned by your Company stood at Rs. 2997.5 million as against Rs 2766.1 million during last fiscal. The Company has reported Net Loss of Rs.706.2 million during the year due to provisions made in respect of Extraordinary items relating to bullion transactions at Regional Offices Hyderabad and Chennai amounting to Rs.2443.6 million .

The highlights of the Company''s performance during 2012-13 are as below: -

(Rs in Millions)

2011-12 2012-13

Net Sales/Trade Earnings 663,248.84 285,983.59

Cost of Sales 660482.70 282,986.11

Trading Profit 2766.14 2,997.48

ADD: Dividend and other Income 811.94 382.58

Less: Establishment & Administrative Overheads, and 2364.59 2639.80 exceptional items etc

Less: Debts/Claims Written off 1.35 0.70

Less: Provisions for Doubtful Debts/ 133.11 62.53 Claims/Advances/Investments

Profit Before Interest, Dep., Prior Period & Taxes 1,079.03 677.03

Add: Interest Earned (Net) 693.92 601.81

Profit Before Dep., Prior Period & Taxes 1,772.15 1278.84

Less: Depreciation 120.03 119.70

Less: Prior Period Adjustment (109.26) (6.12)

Profit Before Taxes and extra ordinary items 1,762.18 1165.26

Less: Extraordinary item 1,002.05 2,443.64

Less: Provision for Current Taxes 432.41 167.14

Less: Provision for Deferred Taxes (379.47) (739.28)

Profit After Taxes 707.19 (706.24)

Add: Balance brought forward from the previous year 6,915.56 7,257.19

Balance

Which the director have appropriated as under to:

(I) Proposed Dividend 250.00 100.00

(II) Dividend Tax 40.56 -

(III) General reserve 75.00 -

(IV) Sustainable Development Reserve - 2.11

(V) Corporate Social Responsibility Reserve - 4.36

TOTAL

Leaving a balance of to be carried forward 7,257.19 6444.48

The performance of different business groups of your Company is highlighted in the Management Discussions and Analysis Report, which is annexed and forms part of this Report.

AWARDS & RANKINGS

Following Awards and Rankings were conferred on your Company during 2012-13:

- Most Caring Companies of India Award to MMTC presented by "The World CSR Congress" recognizing Organisations for contributions made in the field of CSR.

- Star Performer Award for the year 2011-12 in the product group of Basic Iron and Steel (Large Enterprise) by EEPC (National Award)

- Top Exporters for the year 2010-11, Silver Trophy, Medium Enterprise by EEPC India (N.R.)

- TCC Exim Award (II position) in the import category for 2011-12 by The Tamil Chamber of Commerce, Chennai.

- 11th rank in 2012 on the basis of net sales and 14th rank in terms of Market Capitalization by Business India''s Super 100 rankings published in Business India on 23rd Dec.2012.

EQUITY SHARE CAPITAL & DIVIDEND

The Board of Directors recommends declaration of dividend @10% on the equity capital of Rs 1,000 million of the Company for the year 2012-13 out of accumulated past profits of the Company.

DISINVESTMENT BY THE GOVERNMENT

In accordance with the SEBI directions on minimum public shareholding requirement in the listed companies, Govt. of India, the promoter of your Company holding 99.33% of the total equity capital as on 31.3.2013 divested its 9.33% equity through "Offer for Sale" of shares through stock exchange mechanism pursuant to SEBI guidelines in this regard. The said OFS issue was made by the Govt through stock exchange platform at NSE and BSE on 13th June, 2013 thereby reducing Govt. of India''s equity to 90% of the total paid up equity of your Company.

RESERVES

A sum of Rs.13214.01 million was available in the reserves and surplus of your Company as on 1st April 2012. Your Directors have proposed that Dividend at the rate of 10% to be paid out of accumulated past profits of the Company. Accordingly an amount of Rs.12407.78 million shall be available in "Reserves and Surplus" of your Company as on 31st March 2013.

SUBSIDIARY COMPANY

The wholly owned subsidiary of your Company - MMTC Transnational Pte. Ltd. Singapore (MTPL) was incorporated in October 1994 under the laws of Singapore with a share capital of USD 1 million. During the year 2012-13, MTPL achieved business turnover of USD 600 million. The Profit after tax earned by MTPL during 2012-13 amounted to USD 2.11 million. The net worth of MTPL stood at USD 15.45 million as on 31st March 2013. MTPL has so far paid total dividends of US$ 15.04_million as against capital of US$ 1 million contributed by your company.

MTPL continues to enjoy prestigious "Global Trader Programme" (GTP) status awarded to it by International Enterprise, Singapore since FY 2000

Pursuant to the provisions of Section 212 of the Companies Act, 1956, the audited financial statements of MTPL together with Director''s Report & Auditor''s report are attached herewith.

MMTC''S PROMOTED PROJECT-Neelachal Ispat Nigam Ltd. (NINL)

Your company has set up Neelachal Ispat Nigam Limited (NINL) - an iron & steel plant of 1.1 million tonnes capacity, 0.8 million tonne coke oven and by product unit with captive power plant, jointly with Govt. of Orissa. The project has been granted Iron ore mining lease with an estimated reserves of 110 million tons. The phase-II of the Project for production of steel, with Basic Oxygen Furnace, Oxygen Plant and SMS got commissioned in March 2013 and Steel Billets Production also started. During the year 2012-13, NINL achieved a sales turnover of Rs.16,256.1 million which includes export of pig iron worth Rs.2657.0 million, domestic sales of pig iron valued at Rs 8680.7 million and BF coke valued at Rs.2400.2 million as against the total turnover of Rs.19391.17 million during 2011-12. With the commissioning and stabilization of steel making facility and starting of iron ore mining probably during later part of current year, NINL''s performance is expected to improve. In the first five months of the current financial year we have finalized contracts for export of 7 vessels of pig iron compared to only 4 vessels exported in FY 2012-13.

Projects/ Joint Ventures

To evolve a new business model for taking advantage of new opportunities emerging in the free market environment, your company has promoted a number of joint ventures following the public- private partnership route. These value multiplier initiatives are briefed hereunder:

(i) Your company had promoted a Commodity Exchange under the name and style of "Indian Commodity Exchange Limited" which commenced operations in November 2009. The said exchange has reported a net loss of Rs.102.6 million for the year 2012-13 as against a net loss of Rs.255.6 million during 2011-12.

(ii) Your company has participated in the equity of a Currency Futures Exchange under the name and style of "United Stock Exchange of India Ltd." The said Currency Futures Exchange which commenced its operations in September 2010 has reported a profit of Rs.4.6 million for the year 2012-13 as against a net loss of Rs.47.1 million during 2011-12.

(iii) Your company has joined hands with an international producer as a joint venture partner for setting up a gold/silver medallion manufacturing unit, which would also include a gold refinery as an integral part, under the name and style of "MMTC-Pamp India Private Limited". The said medallion manufacturing unit which commenced commercial production in April 2011 has reported a net profit of Rs.378.48 million for the year 2012- 13 as against a net loss of Rs.220.5 million during 2011-12.

(iv) For effective marketing of the finished products from above unit, as well as jewellery from other sources, your company has set up in partnership with a leading Indian company, a chain of retail stores at various cities in India for medallions, jewellery and its homegrown brand of ''SANCHI'' silverware. Towards this end a JV Company was promoted under the name and style of "MMTC-Gitanjali Private Limited" with 8 retail outlets presently functioning. MMTC-Gitanjali Private Limited has reported a net profit of Rs.3.52 million for the year 2012-13 as against Rs.1.2 million during 2011-12.

(v) Your company had set up a permanent berth with loading facilities for iron ore at Ennore Port jointly with SICAL and L&T Infrastructure Ltd. under the name and style of M/s. SICAL Iron Ore Terminals Limited (SIOTL). Due to non-availability of iron ore for exports, commercial operations of SIOTL could not commence. The Jv company has been pursuing with Ennore Port Authorities for permission to modify the facility for handling coal discharge instead of iron ore so as to meet growing demand for thermal power plants in Tamil Nadu.

(vi) Your company had participated in development of a deep draught iron ore loading berth at Paradeep Port (Orissa) jointly with Noble Group Ltd. and Gammon Infrastructure Projects Ltd. under the name and style of M/s. Blue Water Iron Ore Terminal Private Ltd. It could not commence construction in view of the project being rendered unviable as a result of inordinate delay in getting mandatory clearances, change in iron ore export trade scenario, restrictions imposed by State Govts. on mining of iron ore, refusal of Paradip Port Trust to give concessions, etc. The JV Company is being wound up.

(vii) Towards investing in mining exploration your Company has set up a joint venture company with M/s. TATA Steel Ltd. under the name and style of TM Mining Ltd.(TMML) for mining exploration and allied activities had applied for mineral concession(mining leases) for manganese ore in Odisha. One of the lease applications has been cleared by the Forest and Mining Depts. while clearance from Revenue Dept. is awaited. Once clearance from the Revenue Dept. is received, the same would be forwarded to Mines Dept. of Govt. of Odisha.

(viii) To facilitate promotion of two-way trade, the SPV promoted by your Company in association with IL&FS has been allotted land to set up free trade and warehousing zones at Haldia and Kandla on lines similar to Special Economic Zones. Action is being taken to develop these Zones for promotion of trade.

(ix) Your company has been allotted a coal mine in the Jharkhand State having estimated reserves of about 251.18 million tones classified with proved category. Prospecting license for the same has since been issued by the concerned authorities and the pre- feasibility study completed. The drilling/exploration work in conformity with Govt of India norm has since been completed in April, 2013 and the final Geological Report has been prepared. Your Company has signed an MOU with M/s Singareni Collieries Ltd, (A Govt of India Enterprise) for joint mining of coal from the said coal block.

INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

Cordial and harmonious industrial relations continued to prevail in your company with no man- days lost during the year. Regular meetings were held with the Unions / Associations/ Federation for attaining an amicable resolution of HR related issues to achieve Company''s goals and objectives.

The aggregate manpower of the company as on 31st March 2013 stood at 1,605, excluding Board level executives, comprising of 602 Officers and 1,003 staff. This includes 15 officers, 138 staff / workers of erstwhile Mica Trading Company Ltd., which had been merged with your company pursuant to the orders of BIFR. While the composite representation of the total manpower consisted of women employees representing 19.31% (310 employees) of the total manpower, the representation of SC, ST, OBC & persons with disabilities (PWD) was to the extent of 21.62% (347 employees), 8.35% (134 employees), 8.53% (137 employees) and 2.30% (37 employees) respectively. During the year 26 officers were inducted through campus recruitment. Presidential Directives on reservations for SCs, STs, OBCs and PWD in services were followed fully in recruitment and promotion.

Aiming towards further enhancing / upgrading the skills of employees in the constantly changing business scenario 666 employees were imparted training during the year in different spheres of company''s activities. This was done through programmes organized both with in-house expertise as well as external resources from renowned institutions / organizations. The employees deputed for training included 127 employees belonging to SC, 50 to ST, 23 to OBC, 9 to PWD and 149 women employees. In terms of man-days such training works out to 2,102 training man-days during the year 2012-13.

IMPLEMENTATION OF OFFICIAL LANGUAGE

Your Company is committed to uphold Official Language Policy of the Government. During the year 2012-13, your company consistently strived to adhere and implement the Official Language Policy to meet the targets given in the annual programme issued by the Department of Official Language, Ministry of Home Affairs, govt. of India. Towards this and to promote usage of the Official Language by employees of the company, several programs in the form of Hindi Workshops, Hindi Week/ Fortnight were organized at the Corporate Office and Regional Offices.

During the year, the Company had the privilege of interacting with the Parliamentary Committee on Official Languages, which inspected your company''s Hyderabad, Bengaluru Regional Office and Kochi Sub Regional Office whereat the Hon''ble Committee gave valuable suggestions with regard to the implementation of the Official Language Policy in MMTC..

VIGILANCE

Continuing to foster the goodwill & confidence stemming from value based business practices and strengthening the Company as a professionally managed, globally competitive & internationally reputed organization, the vigilance group of your company carried further its focus on preventive vigilance. During the year regular inspections were conducted by vigilance & non- vigilance officers and based on the feedback received, corrective/ preventive measures were suggested. Special emphasis was also laid on updation of trade related drills/ manuals and suggesting systemic improvements in the areas related to e-tendering, KYC norms, creation of price monitoring cell, implementation of integrity pact, whistle blower policy and preparation of vigilance manual.

During the year under report Vigilance group of your Company was also instrumental in organizing "Vigilance Awareness Week" in various offices of MMTC from 29.10.2012 to 3.11.2012. The theme for the week was "Transparency in the Public Procurement".

Your company has made an extraordinary ad-hoc provision of Rs 2,288.20 millions in the accounts for the year ended 31st March 2013 against amount recoverable from debtors pertaining to previous years arising on account of certain acts of commission and omission at your company''s Regional Office, Hyderabad relating to Bullion transactions. A reference in the matter has been made to CBI which registered a case in January 2013 against the defaulting Party, officers of MMTC and unknown public and private persons.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABLE DEVELOPMENT

Your Company has been a constructive partner in the communities in which it has operated since its inception in 1963, embracing responsibility and encouraging a positive impact on the environment, communities, stakeholders and the society at large. Based on Profit After Tax(PAT) of 2011-12 of Rs.707.2 million, the MMTC Board of Directors approved CSR and SD budget of Rs.21.2 million and Rs.3.5 million respectively in accordance with the DPE guidelines on CSR & Sustainable Development. During 2012-13, projects valuing Rs.19.7 million were undertaken under CSR and Rs.3.5 million under Sustainable Development.

The Sustainable Development initiatives of MMTC had Energy conservation and management as a major focus area. An "energy audit" of corporate office was conducted by Energy Efficiency Services Limited. Implementation of recommendations are underway. The various energy efficiency measures would be introduced in phases.

In addition, MMTC underwent a third party assessment for measuring the impact of its CSR activities undertaken during the year. A Prospective Plan outlining the CSR/SD initiatives was also drawn up with external assistance which would guide the CSR/SD activities of MMTC over the next ten years.

CORPORATE GOVERNANCE

Corporate governance is an area of major significance not only to governments and business but to all who are affected by organizations in some way, whether as investors, directors, employees, suppliers, customers or the community in general. Your Company reposes its firm faith in continuous development, adoption and dedication towards the best corporate governance practices.

A separate report on corporate governance along with Statutory Auditor certificate regarding compliance of the stipulations relating to corporate governance specified in clause 49 of the listing agreement(s) signed with stock exchanges is annexed to and forms part of this report.

CODE OF CONDUCT

Pursuant to Clause 49 (I)(D) of the Listing Agreement signed with Stock Exchanges, a detailed Code of Conduct for Board Members and Senior Management Personnel has been laid down and hoisted on the website of your company. All Board Members and Senior Management Personnel, except one General Manager(under suspension) on the regular rolls of the Company as on 31st March 2013, to whom the said Code is applicable have affirmed compliance of the same for the period ended 31st March 2013.

BUSINESS RESPONSIBILITY REPORT

In accordance with the directives of SEBI and provisions of Clause 55 of Listing Agreement signed with stock exchanges, based on the list of top 100 companies given by BSE, your Company has prepared the Business Responsibility Report for inclusion in the Annual Report for the year 2012-13. The framework and principles suggested by SEBI to assess compliance with environment, social and governance norms pertaining to Corporate Social Responsibility and Sustainable Development activities of the Company. The first Business Responsibility Report of your Company is annexed herewith and forms part of the Annual Report.

PUBLIC DEPOSIT SCHEME

As on 1st April 2013, there were no outstanding public deposits and the company did not invite/ accept any public deposit during the year ended 31st March 2013.

STATUTORY AUDITOR''S REPORT

The report of Statutory Auditors for the year 2012-13 alongwith Management''s reply to the observations of the Statutory Auditors is annexed herewith.

COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA

The comments of Comptroller & Auditor General of India(C&AG) under section 619(4) of the Companies Act, 1956 on the accounts of the Company for the year ended 31.03.2013 alongwith Management''s reply on the comments are annexed herewith.

CONSERVATION OF ENERGY

During the year 2012-13, there was no activity in Mica group of your company. Pursuant to Section 217(i)(e) of the Companies Act, 1956, a statement on conservation of energy is annexed to this report.

PARTICULARS OF EMPLOYEES

Pursuant to provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, it is stated that there were no employees who were in receipt of remuneration exceeding Rs.60 lakhs per annum or Rs. 5.00 lakhs per month during the year 2012-13.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That 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 loss of the Company for the year ended 31.3.2013;

iii) That the Directors have taken a proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts on a going concern basis.

BOARD OF DIRECTORS

Following are the changes in the Board of Directors of your company since 1st April 2012: -

- Shri D.S. Dhesi, Additional Secretary, Department of Commerce & Industry assumed the additional charge of Chairman-cum-Managing Director on 08th October 2012.

- Smt. Vijaylaxmi Joshi, Additional Secretary, Department of Commerce & Industry relinquished the additional charge of CMD on 05th October 2012.

- Dr. Rajan Katoch, AS&FA, Department of Commerce, Ministry of Commerce & Industry relinquished the charge of Part Time Director on the Board of MMTC on 22nd May, 2012.

- Smt. Anita Agnihotri, AS&FA, Department of Commerce, Ministry of Commerce & Industry took the charge of Part Time Director on the Board of MMTC vice Dr. Rajan Katoch w.e.f. 22nd May, 2012.

- Shri Anil Baijal relinquished the charge of Part Time Non-Official(Independent) Director on 11th June, 2012.

- Smt. Aruna Makhan relinquished the charge of Part Time Non- Official(Independent)Director on 14th June, 2012.

- Shri H.L. Zutshi relinquished the charge of Part Time Non-Official(Independent) Director on 11th June, 2012.

- Shri Anand Trivedi took over the charge of Director(Marketing) on the Board of MMTC w.e.f. 3rd July, 2012.

- Shri Sunir Khurana relinquished the charge of Director(Marketing) on 18th September, 2012.

- Shri Arvind Kalra took over the charge of Part Time Non-Official(Independent) Director on the Board of MMTC w.e.f. 1st April, 2013.

- Shri Rana Som took over the charge of Part Time Non-Official(Independent)Director on the Board of MMTC w.e.f. 17th April, 2013.

- Shri N. Bala Baskar took over the charge of Part Time Non-Official(Independent) Director on the Board of MMTC w.e.f. 22nd April 2013.

- Dr. Subas Pani took over the charge of Part Time Non-Official (Independent) Director on the Board of MMTC w.e.f. 7th May, 2013.

- Shri P.K. Jain took over the charge of Director(Marketing) on the Board of MMTC w.e.f. 15th May, 2013.

- Shri Skand Ranjan Tayal took over the charge of Part Time Non-Official (Independent) Director on the Board of MMTC w.e.f. 9th July 2013.

The Board places on record its deep appreciation for the commendable services and the contributions made by Smt. Vijaylaxmi Joshi, Dr Rajan Katoch, Shri Anil Baijal, Shri H L Zutshi, Smt Aruna Makhan and Shri S.Khurana towards effective discharge of the functions of the Board and its Committees. The Board also welcomes Shri D.S. Dhesi, Smt Anita Agnihotri, Shri Anand Trivedi, Shri Arvind Kalra, Shri Rana Som, Shri N. Bala Baskar, Dr. Subas Pani, Shri P.K. Jain and Shri Skand Ranjan Tayal and expresses confidence that the Company shall immensely benefit from their rich and varied experience.

In terms of provisions of Article 87(4)(A) of Articles of Association of the Company regarding rotational retirement of Directors, Shri Arun Balakrishnan, Non-official Part Time(Independent) Director, Shri M.G. Gupta, Director(Finance), Shri Madhusudan Prasad, Part Time Director and Smt. Anita Agnihotri, Part Time Director shall retire at the AGM and being eligible have offered themselves for reappointment.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders- shareholders, Department of Commerce, all Govt. Agencies, RBI and other Banks, Railways, Customs, Ports, NMDC, Customers, Suppliers and other business partners for the excellent support and cooperation received from them during the year. Your Directors also recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

By the Order of the Board

sd/-

(D.S. Dhesi)

Chairman-cum-Managing Director

Dt. 14.8.2013


Mar 31, 2012

To The Members of MMTC Limited

On behalf of Board of Directors, I have pleasure in presenting 49th Annual Report on the performance of your company for the financial year ended 31st March 2012 along with audited statements of accounts and Statutory Auditor's Report.

RESULTS OF OPERATIONS

Your company, currently holding the no. 1 rank amongst trading companies in India, recorded a business turnover of Rs. 659,291 million during 2011-12 as against the business turnover of Rs.688,545 million registered last fiscal. This business turnover includes Exports of Rs. 20,454 million, Imports of Rs. 610,418 million and domestic trade of Rs. 28,419 million. The other trade related earnings contributed Rs.3,958 million. The trading profit earned by your Company stood at Rs.2,766 million as against Rs 3,300 million during last fiscal. The net profit earned by your company during 2011-12 amounted to Rs. 707 million.

The highlights of the Company's performance during 2011-12 are as below: -

(Rs in Millions)

2010-11 2011-12

Net Sales/Trade Earnings 690,560.02 663,248.84

Cost of Sales 687,260.02 660,482.84

Trading Profit 3,300.00 2,766.00

ADD: Dividend and other Income 327.05 811.94

Less: Establishment & Administrative Overheads,etc 2,181.03 2,383.44

Less: Debts/Claims Written off 0.92 1.34

Less: Provisions for Doubtful Debts/ 229.39 114.10

Claims/Investments

Profit Before Interest, Dep., Prior Period & Taxes 1,215.71 1,079.06

Add: Interest Earned (Net) 821.96 693.91

Profit Before Dep., Prior Period & Taxes 2,037.67 1,772.97

Less: Depreciation 123.42 120.03

Less: Prior Period Adjustment 15.22 (109.26)

Profit Before Taxes and extra ordinary items 1,899.03 1,762.20

Less: Adhoc Provision (Extraordinary item) 0.00 1,002.05

Less: Provision for Current Taxes 791.42 432.40

Less: Provision for Deferred Taxes (108.82) (379.47)

Profit After Taxes 1,216.43 707.22

Add: Balance brought forward from the previous 6,119.65 6,915.53 year

Balance

Which the director have appropriated as under to:

(I) Proposed Dividend 250.00 250.00

(II) Dividend Tax 40.55 40.56

(III) General reserve 130.00 75.00

TOTAL

Leaving a balance of to be carried forward 6,915.53 7,257.19

The performance of different business groups of your Company is highlighted in the Management Discussions and Analysis Report, which is annexed and forms part of this Report.

AWARDS & RANKINGS

Following Awards and Rankings were conferred on your Company during 2011-12:

- MOU Excellence Award for 2009-10.

- CAPEXIL's award for Highest Export in Minerals and Ores Sector for the year 2010-11(20th time in a row).

- DHL-CNBC-TV18 International Trade Award 2010-11, powered by ICRA.

- EEPC India Gold Trophy (Top Exporter) for the year 2009-10.

- EEPC India National Award for export excellence - "Star Performer Award" for the year 2010-11 in the product group of Basic Iron & Steel.

- EEPC India (Northern Region) Award (Silver Trophy) for the year 2010-11.

- Dun & Bradstreet Rolta Corporate Awards 2011- Top Indian Company in the Trading sector amongst "India's Top 500 Companies 2011".

- Dun & Bradstreet PSU Awards 2012- top Indian public Sector enterprises in the Trading sector.

- Public Relations Society of India's PRSI National Awards - 2011- second prize for Event Management for Festival of Gold organized by MMTC.

- BT Star PSU Excellence Award 2012 for excellence in Corporate Social Responsibility.

- 17th rank in BT 500 (publication of Business Today) amongst "India's most valuable companies"

- Trophy for commendable work done in the field of "Rajbhasha" under the aegis of Department of Commerce, MOC&I.

EQUITY SHARE CAPITAL & DIVIDEND

The Board of Directors recommends declaration of dividend @25% on the equity capital of Rs 1,000 million of the Company for the year 2011-12.

RESERVES

A sum of Rs. 12,797.35 million was available in the reserves and surplus of your Company as on 1st April 2011. Your Directors have proposed that out of Rs.416.66 million available out of the profits for the year 2011-12, after payment of dividend and tax thereon, an amount of Rs.75 million be transferred to General Reserves of the Company and balance profit of Rs.341.66 million be carried forward as retained profits. Accordingly an amount of Rs. 13,214.01 million shall be available in "Reserves and Surplus" of your Company as on 31st March 2012.

SUBSIDIARY COMPANY

The wholly owned subsidiary of your Company - MMTC Transnational Pte. Ltd. Singapore (MTPL) was incorporated in October 1994 under the laws of Singapore with a share capital of USD 1 million. During the year 2011-12, MTPL achieved business turnover of USD 708.65 million. The Profit after tax earned by MTPL during 2011-12 amounted to USD 1.87 million. The net worth of MTPL stood at USD 15.21 million as on 31st March 2012. MTPL has so far paid total dividends of US$ 13.17 million as against capital of US$ 1 million contributed by your company besides multiplying its net worth by over 15 times since its inception.

MTPL continues to enjoy prestigious "Global Trader Programme" (GTP) status awarded to it by International Enterprise, Singapore since FY 2000

Pursuant to the provisions of Section 212 of the Companies Act, 1956, the audited financial statements of MTPL together with Director's Report & Auditor's report are attached herewith.

MMTC'S PROMOTED PROJECT-Neelachal Ispat Nigam Ltd. (NINL)

Your company has set up Neelachal Ispat Nigam Limited (NINL) - an iron & steel plant of 1.1 million tonnes capacity, 0.8 million tonne coke oven and by product unit with captive power plant, jointly with Govt. of Orissa. The project has been granted Iron ore mining lease with an estimated reserves of 110 million tons. The phase-II of the Project (Steel making facilities) with an estimated cost of Rs.18,550 million is in the verge of completion & is likely to commence trial production shortly. During the year 2011-12, NINL achieved a sales turnover of Rs.20,558.06 million which includes export of 328,771 tonnes of pig iron worth Rs. 7,925.10 million, domestic sales of 247,429 tonnes of pig iron valued at Rs 6,527.20 million and 88,409 tonnes of BF coke valued at Rs. 2,358.30 million. During the year 2011-12 NINL generated a cash profit and net profit of Rs. 1,377.50 million and Rs. 294.50 million respectively

Future Projects/ Joint Ventures

To evolve a new business model for taking advantage of new opportunities emerging in the free market environment, your company has promoted a number of joint ventures following the public- private partnership route. These value multiplier initiatives are briefed hereunder:

(i) Your company had promoted a Commodity Exchange under the name and style of "Indian Commodity Exchange Limited" which commenced operations in November 2009. The said exchange has reported a net loss of Rs. 25.56 crores during the fiscal ended 31.3.2012.

(ii) Your company has participated in the equity of a Currency Futures Exchange under the name and style of "United Stock Exchange of India Ltd." which deals in currency futures and options for pairs like rupee-dollar, rupee-yen, rupee-sterling pound and rupee-euro. The said Currency Futures Exchange has commenced operations in September 2010 and has reported a loss of Rs. 4.57 crores for the year 2011-12 with a cumulative loss of Rs.37.84 crores

(iii) Your company has joined hands with an international producer as a joint venture partner for setting up a gold/silver medallion manufacturing unit, which would also include a gold refinery as an integral part, under the name and style of "MMTC-Pamp India Private Limited". The said medallion manufacturing unit has since commenced commercial production in April 2011. M/s MMTC-Pamp India Private Limited has reported a net loss of Rs. 22.05 crores during the fiscal ended 31.3.2012

(iv) For effective marketing of the finished products from above unit, as well as jewellery from other sources, your company has set up in partnership with a leading Indian company, a chain of retail stores at various cities in India for medallions, jewellery and its homegrown brand of 'SANCHI' silverware. Towards this end a special purpose vehicle (SPV) under the name and style of "MMTC-Gitanjali Private Limited" has been incorporated and retail outlets have already been opened in various cities/ towns in India. M/s MMTC-Gitanjali Private Limited has reported a net profit of Rs.0.12 crores during the fiscal ended 31.3.2012

(v) Your company had set up a permanent berth with loading facilities for iron ore at Ennore Port jointly with SICAL and L&T Infrastructure Ltd. under the name and style of M/s. SICAL Iron Ore Terminals Limited (SIOTL). The berth is operationally ready since October 2010 but due to non- availability of iron ore for exports due to ban on exports of iron ore of Karnataka origin, the terminal has not been operationalized as yet. SIOTL has approached Ennore Port Ltd with a proposal to convert the facility from iron ore loading to coal unloading, who in turn have forwarded the proposal to Ministry of Shipping, Govt of India for its approval.

(vi) Your company had participated in development of a deep draught iron ore loading berth at Paradeep Port (Orissa) jointly with Noble Group Ltd. and Gammon Infrastructure Projects Ltd. under the name and style of M/s. Blue Water Iron Ore Terminal Private Ltd. The Paradeep port

Trust has obtained the forest clearance for the project only in July 2012 and has sought confirmation of BWIOTL for its acceptance. However in view of inordinate delay & consequential steep increase in the project cost, BWIOTL has decided to shelve the project and has sought approval of the same from all its shareholders.

(vii) Towards investing in mining exploration your Company has set up a joint venture company with M/s. TATA Steel Ltd. under the name and style of TM Mining Ltd.(TMML) for exploration and development of mines for minerals, ferrous and non-ferrous ores, precious metals, diamonds and coal etc., both in India and abroad. The company is continuously making efforts to explore possibilities and studying various proposals to identify suitable mines for exploration, erecting related projects etc.

(viii) To facilitate promotion of two-way trade, the SPV promoted by your Company in association with IL&FS has been allotted land to set up free trade and warehousing zones at Haldia and Kandla on lines similar to Special Economic Zones. To facilitate the same, process to induct strategic partner in the projects has been initiated.

(ix) Your company has been allotted a coal mine in the Jharkhand State having estimated reserves of about 287 million tonnes. Prospecting license for the same has since been issued by the concerned authorities and the pre-feasibility study completed. The work of detailed exploration in conformity with Govt of India norms is being awarded shortly. Your company has also signed an MOU with M/s Singareni Collieries Ltd, (A Govt of India Enterprise) for joint mining of coal from the said coal block.

INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

Cordial and harmonious industrial relations continued to prevail in your company with no man-days lost during the year. Regular meetings were held with the Unions / Associations/ Federation for attaining an amicable resolution of HR related issues to achieve Company's goals and objectives.

The aggregate manpower of the company as on 31st March 2012 stood at 1,673, including four Board level executives, the balance comprising of 603 Officers and 1,066 staff. This includes 18 officers, 168 staff / workers of erstwhile Mica Trading Company Ltd., which had been merged with your company pursuant to the orders of BIFR. While the composite representation of the total manpower consisted of women employees representing 19.44% (325 employees) of the total manpower, the representation of SC, ST, OBC & persons with disabilities (PWD) was to the extent of 21.54% (360 employees), 8.07% (135 employees), 2.03% (34 employees) and 1.97% (33 employees) respectively. During the year 19 officers were inducted through campus recruitment. Presidential Directives on reservations for SCs, STs, OBCs and PWD in services were followed fully in recruitment and promotion.

Aiming towards further enhancing / upgrading the skills of employees in the constantly changing business scenario 979 employees were imparted training during the year in different spheres of company's activities. This was done through programmes organized both with in-house expertise as well as external resources from renowned institutions / organizations. The employees deputed for training included 89 employees belonging to SC, 47 to ST and 153 women employees. In terms of man-days such training works out to 2,418 training man-days during the year 2011-12.

IMPLEMENTATION OF OFFICIAL LANGUAGE

Your Company is committed to uphold Official Language Policy of the Government. During the year 2011-12, your company consistently strived to adhere and implement the Official Language Policy to meet the targets given in the annual programme issued by the Department of Official Language, Ministry of Home Affairs, govt. of India. Towards this and to promote usage of the Official Language by employees of the company, several programs in the form of Hindi Workshops, Hindi Week/ Fortnight were organized at the Corporate Office and Regional Offices.

During the year, the Company had the privilege of interacting with the Parliamentary Committee on Official Languages, which inspected your company's Goa Regional Office whereat the Hon'ble Committee gave valuable suggestions with regard to the implementation of the Official Language Policy in MMTC.

VIGILANCE

Continuing to foster the goodwill & confidence stemming from value based business practices and strengthening the Company as a professionally managed, globally competitive & internationally reputed organization, the vigilance group of your company carried further its focus on preventive vigilance. During the year regular inspections were conducted by vigilance & non-vigilance officers and based on the feedback received, corrective/ preventive measures were suggested. Special emphasis was also laid on updation of trade related drills/ manuals and suggesting systemic improvements in the areas related to e-tendering, KYC norms, creation of price monitoring cell, implementation of integrity pact, whistle blower policy and preparation of vigilance manual

During the year under report Vigilance group of your Company was also instrumental in organizing "Vigilance Awareness Week" in various offices of MMTC from 30th October 2011 to 5th November 2011 whereat stress was laid upon "participative vigilance". 'Integrity Pact' was adopted as the in house theme in MMTC during the "Vigilance awareness week-2011".

Your company has made an extraordinary ad-hoc provision of Rs 1,002.05 million in the accounts for the year ended 31st March 2012 against amount recoverable from debtors pertaining to previous years arising on account of certain acts of commission and omission at your company's Regional Office, Chennai relating to Bullion transactions. Your company has ordered a special audit for the years 2007-08 to 2010-11 which is being conducted through a firm of Chartered Accountants. A reference in the matter has been made to Central Vigilance Commission. A FIR has been filed by your company with CBI. Two separate cases no. RC MA1 2012A 0024 and RC MA1 2012A 25 have been registered by the CBI in the matter. Also Directorate of Enforcement has registered an offence under Prevention of money Laundering Act 2002 against two ex- officials of MMTC and the debtors from whom the amounts are recoverable by your company.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has been a constructive partner in the communities in which it has operated since its inception in 1963, embracing responsibility and encouraging a positive impact on the environment, communities, stakeholders and the society at large. However, Corporate Social Responsibility was adopted as a Corporate Policy in the year 2006-07 which was subsequently aligned to the CSR Guidelines laid down by the Department of Public Enterprises in 2009-10. During 2011-12, your company's CSR activities have been further aligned to the "Millennium Development Goals" laid down by the Govt of India which include eradication of extreme hunger and poverty, achieve universal primary education, promote gender equality and empower women, ensure environmental sustainability and develop a global partnership for development. During 2011-12, Rs.30.00 million and Rs.4.5 million were spent by MMTC Ltd on CSR and SD activities respectively.

CORPORATE GOVERNANCE

Corporate governance is an area of major significance not only to governments and business but to all who are affected by organizations in some way, whether as investors, directors, employees, suppliers, customers or the community in general. Your Company reposes its firm faith in continuous development, adoption and dedication towards the best corporate governance practices.

A separate report on corporate governance along with Statutory Auditor certificate regarding compliance of the stipulations relating to corporate governance specified in clause 49 of the listing agreement(s) signed with stock exchanges is annexed to and forms part of this report.

CODE OF CONDUCT

Pursuant to Clause 49 (I)(D) of the Listing Agreement signed with Stock Exchanges, a detailed Code of Conduct for Board Members and Senior Management Personnel has been laid down and hoisted on the website of your company. All Board Members and Senior Management Personnel, except one General Manager (under suspension) on the regular rolls of the company as on 31st March 2012, to whom the said Code is applicable have affirmed compliance of the same for the period ended 31st March 2012. The said defaulting official has since been removed from the services of MMTC.

PUBLIC DEPOSIT SCHEME

As on 1st April 2012, there were no outstanding public deposits and the company did not invite/ accept any public deposit during the year ended 31st March 2012.

STATUTORY AUDITOR'S REPORT

The Statutory Auditors have not given any comments having an impact on the profit for the year 2011-12. Applicable disclosures have been made in the 'notes forming part of accounts' in respect of other observations contained in the report of statutory Auditors, as annexed, which have no financial impact on the profit for the year 2011-12.

COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA

The comments of Comptroller & Auditor General of India(C&AG) under section 619(4) of the Companies Act, 1956 on the accounts of the Company for the year ended 31.03.2012 are still to be received and the same along with management's reply on the comments, if any, shall be placed on the table at the ensuing AGM.

CONSERVATION OF ENERGY

During the year 2011-12, there was no activity in Mica group of your company. Pursuant to Section 217(i)(e) of the Companies Act, 1956, a statement on conservation of energy is annexed to this report.

PARTICULARS OF EMPLOYEES

Pursuant to provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, it is stated that there were no employees who were in receipt of remuneration exceeding Rs.60 lakhs per annum or Rs. 5.00 lakhs per month during the year 2011-12.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That 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 of the Company for the year ended 31.3.2012;

iii) That the Directors have taken a proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts on a going concern basis.

BOARD OF DIRECTORS

Following are the changes in the Board of Directors of your company since 1st April 2011: -

- Smt. Vijaylaxmi Joshi, Additional Secretary, Department of Commerce, MOC&I assumed the additional charge of Chairman-cum-Managing Director w.e.f. 22nd July 2011.

- Shri H S Mann relinquished the charge of Director (Marketing) & additional charge of Chairman & Managing Director on 22nd July 2011.

- Shri Anil Razdan took over the charge of Part Time Non-official (Independent) Director on the Board of MMTC w.e.f. 13th July 2011.

- Shri S Krishnan held the charge of Part Time Non-official (Independent) Director on the Board of MMTC from 14th July 2011 till 18th October 2011.

- Shri G S Vedi took over the charge of Part Time Non-official (Independent) Director on the Board of MMTC w.e.f. 14th July 2011.

- Shri Arun Balakrishnan took over the charge of Part Time Non-official (Independent) Director on the Board of MMTC w.e.f. 16th July 2011.

- Shri P K Chaudhery, relinquished the charge of Part Time Govt Nominee Director on the Board of MMTC w.e.f. 14th November 2011.

- Shri M G Gupta assumed the charge of Director (Finance) on the Board of MMTC w.e.f. 9th December 2011.

- Shri Madhusudan Prasad Additional Secretary, Department of Commerce, Ministry of Commerce & Industry took over as Part Time Govt Nominee Director on the Board of MMTC w.e.f. 3rd January 2012.

- Dr Rajan Katoch, relinquished the charge of Part Time Govt Nominee Director on the Board of MMTC w.e.f. 22nd May 2012.

- Smt Anita Agnihotri Additional Secretary & Financial Advisor, Department of Commerce, Ministry of Commerce & Industry took over as Part Time Govt Nominee Director on the Board of MMTC vice Dr Rajan Katoch w.e.f. 22nd May 2012.

- Shri Anil Baijal, relinquished the charge of Part Time Non-official (Independent) Director on the Board of MMTC w.e.f. 11th June 2012.

- Shri H L Zutshi relinquished the charge of Part Time Non-official (Independent) Director on the Board of MMTC w.e.f. 11th June 2012.

- Smt Aruna Makhan relinquished the charge of Part Time Non-official (Independent) Director on the Board of MMTC w.e.f. 14th June 2012.

- Shri Anand Trivedi assumed the charge of Director (Marketing) on the Board of MMTC w.e.f. 3rd July 2012.

The Board places on record its deep appreciation for the commendable services and the contributions made by Shri H S Mann, Shri Anil Baijal, Shri S Krishnan, Shri P K Chaudhery, Dr Rajan Katoch, Shri H L Zutshi,and Smt Aruna Makhan towards effective discharge of the functions of the Board and its Committees. The Board also welcomes Smt Vijaylaxmi Joshi, Shri Anil Razdan, Shri Madhusudan Prasad, Smt Anita Agnihotri, Shi Arun Balakrishnan, Shri G S Vedi, Shri M G Gupta and Shri Anand Trivedi and expresses confidence that the Company shall immensely benefit from their rich and varied experience.

In terms of provisions of Article 87(4)(A) of Articles of Association of the Company regarding rotational retirement of Directors, Shri Ved Prakash, Director (Marketing), Shri Rajeev Jaideva, Director (Personnel), Shri Anil Razdan, Non Official Part time Director and Shri G S Vedi, Non Official Part time Director, shall retire at the AGM and being eligible have offered themselves for reappointment.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders- shareholders, Department of Commerce, all Govt. Agencies, RBI and other Banks, Railways, Customs, Ports, NMDC, Customers, Suppliers and other business partners for the excellent support and cooperation received from them during the year. Your Directors also recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

By the Order of the Board

sd/-

Place: New Delhi (Vijaylaxmi Joshi)

Dated: 28.08.2012 Chairman-cum-Managing Director


Mar 31, 2011

The Members MMTC Limited, New Delhi.

Ladies & Gentlemen,

On behalf of Board of Directors, I have pleasure in presenting 48th Annual Report on the performance of your company for the financial year ended 31st March 2011 along with audited statements of accounts, Auditor's Report & Review of Accounts by the Comptroller and Auditor General of India.

RESULTS OF OPERATIONS

Your Company recorded its highest ever topline consecutively for the seventh year. Your company achieved record level business turnover of Rs. 688,545 million during 2010-11 registering a growth of over 53% over the previous year. This best ever business turnover since MMTC's inception in 1963 includes Exports of Rs. 36,934 million, highest ever Imports of Rs. 633,008 million and domestic trade of Rs. 18,603 million. The other trade related earnings contributed Rs. 2,015 million. The trading profit earned by your Company stood at Rs. 3,300 million as against Rs 3,176 million during last year. The net profit earned by your company during 2010-11 amounted to Rs. 1,216 million

The highlights of the Company's performance during 2010-11 are as below: - (Rs. in million)

2009-10 2010-11

Exports 32,228 36,934

Imports 399,690 633,008

Domestic 19,324 18,603

Other trade earnings 1,397 2,015

Net Sales/ Trading Earnings 452,639 690,560

Trading profit 3,176 3,300

Profit Before Taxes 3,331 1,918

Profit after Taxes 2,162 1,216

Dividend

(i) Proposed Dividend 450 250

(ii) Dividend Tax 75 41

Reserves and Surplus 12,371 12,797

The performance of different business groups of your Company is highlighted in the Management Discussions and Analysis Report, which is annexed and forms part of this Report.

AWARDS & RANKINGS

Following Awards and Rankings were conferred on your Company during 2010-11:

- CAPEXIL’s award for Highest Export in Minerals and Ores Sector for the year 2009-10(19th time in a row).

- “Top Exporters for the year 2008-09,Gold Trophy(Merchant Exporter)” by EEPC(Northern Region).

- Dun & Bradstreet (D&B) and Rolta Corporate Award 2010 in Trading Sector.

- Ranked 4th by Business Today in their publication “BT 500 - 2010 Public Sector Companies” .

- Ranked 8th by Dun & Bradstreet in their publications “India’s Top 500 Companies 2010” and “India’s Top PSUs 2011”

- Ranked 11th by Business Standard in their publication “BS1000” released in March 2011.

EQUITY SHARE CAPITAL & DIVIDEND

During the year under report equity shares of your company of face value Rs.10/- each were sub- divided into ten shares of face value Re.1/- each. Also, Bonus Shares in the ratio of 1:1 were issued on 5th August 2010. This resulted in increase of the equity capital of your company from Rs.500 million comprising of 50 million shares of Rs.10/- each to Rs.1000 million comprising of 1000 million shares of Re.1/- each. The Board of Directors recommends declaration of dividend of 25% on the enhanced post Bonus equity capital of the Company for the year 2010-11.

RESERVES

A sum of Rs. 12,371.47 million was available in the reserves and surplus of your Company as on 1st April 2010. During the year 2010-11 an amount of Rs. 500 million was withdrawn from the reserves for issuance of bonus shares in the ratio of 1:1. Your Directors have proposed that out of Rs.925.88 million available out of the profits for the year 2010-11, after payment of dividend and tax thereon, an amount of Rs.130 million be transferred to General Reserves of the Company and balance profit of Rs.795.88 million be carried forward as retained profits. Accordingly an amount of Rs.12,797.35 million shall be available in "Reserves and Surplus" of your Company as on 31st March 2011.

SUBSIDIARY COMPANY

The wholly owned subsidiary of your Company - MMTC Transnational Pte. Ltd. Singapore (MTPL) was incorporated in October 1994 under the laws of Singapore with a share capital of USD 1 million. During the year 2010-11, MTPL achieved its best business turnover of USD 710 million, since its inception. The Profit after tax earned by MTPL during 2010-11 amounted to USD 2.32 million. The net worth of MTPL stood at USD 18.23 million as on 31st March 2011. MTPL has so far paid total dividends of US$ 8.27 million as against capital of US$ 1 million contributed by your company besides multiplying its net worth by over 18 times since its inception.

MTPL continues to enjoy prestigious "Global Trader" (GT) status awarded to it by International Enterprise Singapore since FY 2000.

Pursuant to the provisions of Section 212 of the Companies Act, 1956, the audited financial statements of MTPL together with Director's Report & Auditor's report are attached herewith.

MMTC'S PROMOTED PROJECT-Neelachal Ispat Nigam Ltd. (NINL)

Your company had set up Neelachal Ispat Nigam Limited (NINL) - an iron & steel plant of 1.1 million tonnes capacity, 0.8 million tonne coke oven and by product unit with captive power plant, jointly with Govt. of Orissa. The project has firm Iron ore supply linkages and also has captive Iron ore mining rights for reserves estimated at about 150 million tons. The construction of phase-II of the Project (Steel making facilities) with an estimated cost of Rs.18,550 million is in advance stages & is likely to commence trial production by end of current financial year. During the year 2010-11, NINL achieved a sales turnover of Rs.16,158 million which includes export of 405,900 tonnes of pig iron worth Rs. 8,237 million, domestic sales of 114,491 tonnes of pig iron valued at Rs 2,553 million and 156,277 tonnes of BF coke valued at Rs. 2,814 million.

Future Projects/ Joint Ventures

Aiming at diversification and with a view to add value to its existing trading operations, your Company has participated in various joint ventures under public- private partnership route. These value multiplier initiatives to enhance your company’s future sustainability are briefed hereunder:

(i) Your company has promoted a Commodity Exchange under the name and style of "Indian Commodity Exchange Limited" which has since commenced operations in November 2009.

(ii) Your company is participating in the equity of a Currency Futures Exchange under the name and style of "United Stock Exchange of India Ltd." which has commenced operations in September 2010.

(iii) Your company has joined hands with an international producer as a joint venture partner for setting up a gold/silver medallion manufacturing unit, which would also include a gold refinery as an integral part, under the name and style of "MMTC-Pamp India Private Limited". The civil construction activities for medallion manufacturing unit in Haryana have already been completed and the medallion manufacturing unit commenced trial production in February 2011. The said medallion manufacturing unit has since commenced commercial production in April 2011.

(iv) For effective marketing of the finished products from above unit, as well as jewellery from other sources, your company is setting up, in partnership with a leading Indian company, a chain of retail stores at various cities in India for medallions, jewellery and its homegrown brand of 'SANCHI' silverware. Towards this end a special purpose vehicle (SPV) under the name and style of "MMTC-Gitanjali Private Limited" has been incorporated and 17 retail outlets have already been opened in various cities/ towns in India.

(v) Your company has set up a permanent berth with loading facilities for iron ore at Ennore Port jointly with SICAL and L&T Infrastructure Ltd. under the name and style of M/s. SICAL Iron Ore Terminals Limited. The berth is operationally ready since October 2010 but due to ban on exports of iron ore by Karnataka State Govt. the terminal has not been formally commissioned as yet. Once exports resume, the terminal will provide an important outlet for such exports.

(vi) Your company is also developing a deep draught iron ore loading berth at Paradeep Port (Orissa) jointly with Noble Group Ltd. and Gammon Infrastructure Projects Ltd. under the name and style of M/s. Blue Water Iron Ore Terminal Private Ltd. The project is in the initial phase and is expected to commence construction by end of the current calendar year after forest clearance has been received from the authorities concerned.

(vii) Towards investing in mining exploration your Company has set up a joint venture company with M/s. TATA Steel Ltd. under the name and style of TM Mining Ltd. for exploration and development of mines for minerals, ferrous and non-ferrous ores, precious metals, diamonds and coal etc., both in India and abroad.

(viii) To facilitate promotion of two-way trade, the SPV promoted by your Company in association with IL&FS has been allotted land to set up free trade and warehousing zones at Haldia and Kandla on lines similar to Special Economic Zones. To facilitate the same, process to induct strategic partner in the projects has been initiated.

(ix) Your company has been allotted a coal mine in the Jharkhand State having estimated reserves of about 700 million MT. Prospecting license for the same has since been issued by the concerned authorities and the pre-feasibility study completed. Actions for further exploration of the coal block for preparing geological report /mining plans has since been initiated.

INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

Cordial and harmonious industrial relations continued to prevail in your company with no man-days being lost during the year. Regular meetings were held with the Unions / Associations for arriving at amicable resolution of personnel issues with a view to achieve Company’s goals and objectives.

The aggregate manpower of the company as on 31st March 2011 stood at 1,767, including five Board level executives, the balance comprising of 584 Officers, 1094 staff and 84 workers. This includes 20 officers, 126 staff & 84 workers of erstwhile Mica Trading Company Ltd., which had been merged with your company pursuant to the orders of BIFR. While the composite representation of the total manpower consisted of women employees representing 18.68% (330 employees) of the total manpower, the representation of SC, ST, OBC & persons with disabilities (PWD) was to the extent of 21% (371 employees), 7.53% (133 employees), 1.75% (31 employees) and 1.87% (33 employees) respectively. During the year 21 officers were inducted through campus recruitment. Presidential Directives on reservations for SCs, STs, OBCs and PWD in services were followed fully in recruitment and promotion.

Aiming towards further enhancing / upgrading the skills of employees in the constantly changing business scenario 1,251 employees were imparted training during the year in different spheres of company’s activities. This was done through programmes organized both with in-house expertise as well as external resources from renowned institutions / organizations. The employees deputed for training included 182 employees belonging to SC, 81 to ST and 313 women employees. In terms of man-days such training works out to 2,197 training man-days during the year 2010-11.

IMPLEMENTATION OF OFFICIAL LANGUAGE

Your Company is committed to uphold Official Language Policy of the Government. During the year 2010-11, your company consistently strived to adhere and implement the Official Language Policy and meet the targets given in the annual programme issued by the Department of Official Language, Ministry of Home Affairs, govt. of India. Towards this and to promote usage of the Official Language by employees of the company, several programs in the form of Hindi Workshops, Hindi Week/ Fortnight were organized at the Corporate Office and Regional Offices.

During the year the Company had the privilege of interacting with the Drafting and Evidence Sub- Committee of the Committee of Parliamentary on Official Languages when it inspected SRO Cochin of your company.

VIGILANCE

To enhance the goodwill & confidence emanating from value based business practices, the Vigilance group of your company carried further its focus on system improvement and preventive vigilance. An annual calendar of vigilance inspections was prepared by the group well in advance to ensure systematic and regular vigilance inspections. During the year regular inspections were conducted by vigilance & non-vigilance officers and based on the feedback received, corrective/ preventive measures were suggested. Special emphasis was also laid on updation of trade related drills/ manuals, streamlining of tendering and other procedures in line with the guidelines issued by Central Vigilance Commission

During the year under report Vigilance group of your Company was also instrumental in organizing “Vigilance Awareness Week” in various offices of MMTC in November 2010 whereat stress was laid upon increasing vigilance awareness amongst employees and business associates, to bring enhanced transparency in public dealings.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has been a responsible corporate citizen since its inception in 1963, responding through resources and manpower in times of need. Corporate Social Responsibility was adopted as a Corporate Policy in the year 2006-07 with specific guidelines. The focus being education, health care, promotion of art & culture and community activities including relief in times of natural calamities. The CSR Policy was subsequently aligned to the CSR Guidelines laid down by the Department of Public Enterprises in 2009-10. Your company’s CSR focus during 2010-11 was on building educational infrastructure for deprived sections of society and tsunami affected areas, literacy promotion, facilitating computer education and creating drinking water & health care facilities. In addition, your company also contributed towards the promotions of sports, art & culture. During this period sustainable development initiatives like afforestation at Bellary (Karnataka) and Jajpur & Baril (Odisha) by planting saplings and construction of two check dams to facilitate irrigation in Jajpur District (Odisha) were also undertaken. A total of Rs. 36.15 million was spent on these initiatives during the year.

CORPORATE GOVERNANCE

Corporate governance is an area of major significance not only to governments and business but to all who are affected by organizations in some way, whether as investors, directors, employees, suppliers, customers or the community in general. Your Company reposes its firm faith in continuous development, adoption and dedication towards the best corporate governance practices.

A separate report on corporate governance along with Statutory Auditor certificate regarding compliance of the stipulations relating to corporate governance specified in clause 49 of the listing agreement(s) signed with stock exchanges is annexed to and forms part of this report.

CODE OF CONDUCT

Pursuant to Clause 49 (I)(D) of the Listing Agreement signed with Stock Exchanges, a detailed Code of Conduct for Board Members and Senior Management Personnel has been laid down and hosted on the website of your company. All Board Members and Senior Management Personnel (except one) on the regular rolls of the company as on 31st March 2010, to whom the said Code is applicable have affirmed compliance of the same for the period ended 31st March 2011. Action against the one defaulting General Manager (under suspension) is in progress.

PUBLIC DEPOSIT SCHEME

As on 1st April 2010, there were no outstanding public deposits and the company did not invite/ accept any public deposit during the year ended 31st March 2011.

STATUTORY AUDITOR’S REPORT

The Statutory Auditors have not given any comments having an impact on the profit for the year 2010- 11. Applicable disclosures have been made in the ‘notes forming part of accounts’ in respect of other observations contained in the report of statutory Auditors, as annexed, which have no financial impact on the profit for the year 2010-11.

COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA

The Comptroller & Auditor General of India(C&AG) has given ‘Nil’ comments under section 619(4) of the Companies Act, 1956 on the accounts of the Company for the year ended 31.03.2011.The communication dated 17th August 2011 of C & AG in this regard is annexed herewith.

CONSERVATION OF ENERGY

During the year 2010-11, there was no activity in Mica group of your company. Pursuant to Section 217(i)(e) of the Companies Act, 1956, a statement on conservation of energy is annexed to this report.

PARTICULARS OF EMPLOYEES

Pursuant to provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, it is stated that there were no employees who were in receipt of remuneration exceeding Rs.60 lakhs per annum or Rs. 5.00 lakhs per month during the year 2010-11.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That 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 of the Company for the year ended 31.3.2011;

iii) That the Directors have taken a proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) That the Directors have prepared the annual accounts on a going concern basis.

BOARD OF DIRECTORS

Following are the changes in the Board of Directors of your company since 1st April 2010:- - Shri S K Kar relinquished the charge of Whole Time Director (Finance) on 30th June 2010 on superannuation.

- Shri A Mahapatra relinquished the charge of Whole Time Director (Personnel) on 30th July 2010 on superannuation.

- Shri Sanjiv Batra relinquished the charge of Chairman & Managing Director on 30th September 2010 on superannuation.

- Shri H S Mann, Director (Marketing) assumed the additional charge of CMD w.e.f. 6th October, 2010 until 22nd July 2011

- Dr S Behuria, relinquished the charge of part-time Director on the Board of MMTC and Shri Saurabh Chandra AS&FA, DIP&P & Department of Commerce, Ministry of Commerce & Industry took over as part time Director on the Board of MMTC vice Dr S Behuria w.e.f. 6th October 2010.

- Shri Saurabh Chandra, relinquished the charge of part-time Director on the Board of MMTC and Dr. Rajan Katoch, AS& FA, Department of Commerce, Ministry of Commerce & Industry took over as part time Director on the Board of MMTC vice Shri Saurabh Chandra w.e.f.7th December 2010.

- Shri Rajeev Jaideva took over the charge of Whole Time Director (Personnel) on the Board of MMTC w.e.f. 3rd December 2010.

- Shri Anil Razdan took over the charge of Part Time Non-official (Independent) Director on the Board of MMTC w.e.f. 13th July 2011.

- Shri S Krishnan took over the charge of Part Time Non-official (Independent) Director on the Board of MMTC w.e.f. 14th July 2011.

- Shri G S Vedi took over the charge of Part Time Non-official (Independent) Director on the Board of MMTC w.e.f. 14th July 2011.

- Shri Arun Balakrishnan took over the charge of Part Time Non-official (Independent) Director on the Board of MMTC w.e.f. 16th July 2011.

- Shri H S Mann relinquished the charge of Director(Marketing) & additional charge of Chairman & Managing Director on 22nd July 2011.

- Smt Vijaylaxmi Joshi, Additional Secretary, Department of Commerce, MOC&I assumed the additional charge of Chairman-cum-Managing Director w.e.f. 22nd July 2011 vice Shri H S Mann.

The Board places on record its deep appreciation for the commendable services and the contributions made by Dr S Behuria, Shri Saurabh Chandra, Shri Sanjiv Batra, Shri S K Kar, Shri A Mahapatra and Shri H S Mann towards effective discharge of the functions of the Board and its Committees. The Board also welcomes Smt Vijaylaxmi Joshi, Dr. Rajan Katoch, Shri Rajeev Jaideva, Shri Anil Razdan, Shri S Krishnan, Shri G S Vedi & Shri Arun Balakrishnan and expresses confidence that the Company shall immensely benefit from their rich and varied experience.

In terms of provisions of Article 87(4)(A) of Articles of Association of the Company regarding rotational retirement of Directors, Smt Aruna Makhan, Non Official Part time Director, Shri P K Chaudhery, Govt Nominee Part time Director, Shri Ved Prakash, Director (Marketing) and Shri Anil Baijal, Non Official Part time Director, shall retire at the AGM and being eligible have offered themselves for reappointment.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciation of all stakeholders- shareholders, Department of Commerce, all Govt. Agencies, RBI and other Banks, Railways, Customs, Ports, NMDC, Customers, Suppliers and other business partners for the excellent support and cooperation received from them during the year. Your Directors also recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

By the Order of the Board

Sd/- Place : New Delhi (Vijaylaxmi Joshi) Dated : 18.08.2011 Chairman-cum-Managing Director


Mar 31, 2010

On behalf of Board of Directors, I have pleasure in presenting 47th Annual Report on the performance of your Company for the financial year ended 31 st March 2010 along with audited statements of accounts, Auditors Report & Review of Accounts by the Comptroller and Auditor General of India.

RESULTS OF OPERATIONS

Your Company exhibited outstanding performance in recording its highest ever topline for the sixth consecutive year. Your company achieved record level business turnover of Rs. 451,242 million during 2009-10 registering a growth of more than 22% over the previous year. This best ever business turnover since MMTCs inception in 1963 includes exports of Rs. 32,228 million, highest ever imports of Rs. 399,690 million and domestic trade of Rs. 19,324 million The other trade related earnings contributed Rs. 1397 million. The net profit of Rs. 2162 million earned by your Company registered a growth of 54% over previous year and is the highest ever net profit after tax earned by the Company in its history.

This noteworthy performance is despite intense competition faced by the Company in all its trade activities - both from local as well as international players which put considerable pressure on margins. This was responded to through growth in core operations by competitive offering of products bundled with efficient services, as also by successfully tapping new areas of business by innovative value addition, aggressive marketing efforts and better utilization of available resources.

The highlights of the Companys performance during 2009-10 areas below:- (Rs in million)

2009-10 2008-09

Exports 32,228 45,759

Imports 399,690 306,951

Domestic 19,324 15,497

Other trade earnings 1,397 1,967

Net Sales/ Trading Earnings 452,639 370,174

Trading profit 3176 3209

Profit Before Taxes 3331 2174

Prof it after Taxes 2162 1402

Dividend

(i) Interim Dividend on Equity Shares - 200

(ii) Proposed Dividend 450 200

(iii) Dividend Tax 75 68

Reserves and Surplus 12371 10734

The performance of different business groups of your Company is highlighted in the Management Discussion and Analysis Report, which is annexed and forms part of this Report.

AWARDS & RANKINGS

Following Awards and Rankings were conferred on your Company during 2009-10:

1. MOU Excellence Award for the year 2007-08

2. All India Export excellence award (Silver Trophy) for the Year 2008-09 in Merchant Enterprise category by EEPC;

3. CAPEXIL highest award for Highest Export in Minerals and Ores sector for the year 2008-09 (18th time in a row);

4. Ranked 5th by CAPITAL MARKET in their 2009 Compendium of TOP 500 Companies in India.

5. Top Indian Company in the Trading Sector by Dun & Bradstreet in their rankings "Indias Top 500 companies 2009". In the same publication your Company was ranked 11 th based on total income for the year 2008-09.

6. Amity Excellence Award in the category "Wealth Creator of the Year" for 2009-10.

7. Ranked 14th amongst Indias top Companies by "Business Standard" in its publication "BS1000" released in February 2010.

8. Ranked 10th in the list of Indias Top PSUs 2010 released by Dun & Bradstreet

DIVIDEND

The Board of Directors recommended declaration of dividend of 90% on the pre-split and pre- Bonus equity capital of the Company for the year 2009-10.

RESERVES

A sum of Rs. 10734 million was available in the reserves and surplus of your Company as on 1 st April 2009. Your Directors have proposed that out of Rs.1637.64 million available out of the profits for the year 2009-10, after payment of dividend and tax thereon, an amount of Rs.220 million be transferred to General Reserves of the Company and balance profit of Rs. 1417.64 million be carried forward as retained profits. Accordingly an amount of Rs. 12371.47 million shall be available in "Reserves and Surplus" of your Company as on 31st March 2010.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo of your Company during 2009-10 have been as under: -

EARNINGS OUTGO Rs. In Million Rs. In Million

Exports 32247.14 Imports 405703.64

Others 226.15 Interest 362.63

Others 877.03

Total 32473.29 Total 406943.30

SUBSIDIARY COMPANY

The wholly owned subsidiary of your Company - MMTC Transnational Pte. Ltd. Singapore (MTPL) was incorporated in October 1994 under the laws of Singapore with a share capital of USD 1 million. During the year 2009-10, MTPL achieved its second best ever business turnover of USD 525 million & second highest Profit after tax of USD 6.54 million since inception. The net worth of MTPL stood at USD 18.03 million as on 31 st March 2010. MTPL has so far paid total dividends of US$ 6.15 million as against capital of US$ 1 million contributed by your company, besides multiplying its net worth by nearly 18 times since its inception.

MTPL continues to enjoy prestigious "Global Trader" (GT) status awarded to it by International Enterprise. Singapore since FY 2000.

Pursuant to the provisions of Section 212 of the Companies Act, 1956, the audited financial statements of MTPL together with Directors Report & Auditors report are attached herewith.

MMTCS PROMOTED PROJECT - Neelachal Ispat Niqam Ltd. (NINL)

Your company had set up Neelachal Ispat Nigam Limited (NINL) - an iron & steel plant of 1.1 million tonnes per annum capacity, 0.8 million tonne coke ovens and by-product unit with captive power plant, jointly with Govt, of Orissa. The project has firm Iron ore supply linkages and also has captive Iron ore mining rights for reserves estimated at about 150 million tons. The construction of phase-lI of the Project with an estimated cost of Rs. 18550 million is under progress.. During the year 2009-10, NINL achieved a sales turnover of Rs.15800 million and generated net profit of Rs. 379 million. Future Projects/Joint Ventures

Aiming at diversification and with a view to add value to its existing trading operations, your Company has undertaken various strategic initiatives following public- private partnership route. Brief details of these value multiplier strategic initiatives to enhance your Companys future sustainability are given below:

(i) Your Company has promoted a Commodity Exchange under the name and style of "Indian Commodity Exchange Limited" which has since commenced operations in November 2009.

(ii) Your Company is participating in the equity of a Currency Futures Exchange under the name and style of "United Stock Exchange of India Ltd." which is also likely to commence operations soon.

(iii) Your Company has joined hands with an international producer as a joint venture partner for setting up a gold/silver medallion manufacturing unit, which would also include a gold refinery as an integral part, under the name and style of "MMTC-Pamp India Private Limited". The civil construction activities for medallion manufacturing unit located in Haryana are already 95% complete and the medallion manufacturing unit is likely to commence trial production in the last quarter of 2010 and commercial production in first quarter of 2011.

(iv) For effective marketing of the finished products from above unit, as well as jewellery from other sources, your company is setting up, in partnership with a leading Indian Company, a chain of retail stores at various cities in India for sales of medallions, jewellery and its homegrown brand of SANCHI silverware. Towards this end a special purpose vehicle (SPV) under the name and style of "MMTC-Gitanjali Private Limited" has been incorporated and 14 retail outlets have already been opened in various cities/towns in India.

(v) Your Company is setting up permanent berth with loading facilities for iron ore at Ennore Port jointly with SICAL and L&T Infrastructure Ltd. under the name and style of M/s. SICAL Iron Ore Terminals Limited. The permanent berth being constructed by M/s. SICAL Iron Ore Terminals Limited is likely to be operational by end August 2010.

(vi) Your Company is also developing a deep draught iron ore berth al Paradeep Port (Orissa) jointly with Noble Group Ltd. and Gammon Infrastructure Projects Ltd. under the name and style of M/s. Blue Water Iron Ore Terminal Private Ltd. The project is in the initial phase and will be ready only towards end 2013.

(vii) Towards investing in mining exploration your Company has executed a joint venture agreement with M/s. TATA Steel Ltd. for exploration and development of mines for minerals, ferrous and non-ferrous ores, precious metals, diamonds and coal etc., both in India and abroad.

(viii) To facilitate promotion of two-way trade, your Company is setting up free trade and warehousing zones at Haldiaand Kandlaon lines similarto Special Economic Zones.

(ix) Your Company has been allotted a coal mine in the Jharkhand State having estimated reserves of about 700 million MT The prospecting license for the said mine has since been issued by the concerned authorities and pre-feasibility study commenced.

INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

Cordial and harmonious industrial relations continued to prevail in your Company with no man-days lost during the year. Regular meetings were held with the Unions / Associations for arriving at amicable resolution of personnel issues with a view to achieve Companys goals and objectives.

The aggregate manpower of the company as on 31 st March 2010 stood at 1838, including six Board level executives, the balance comprising of 608 Officers, 1139 staff & 91 workers. This manpower strength includes 21 officers, 130 staffs 91 workers of erstwhile Mica Trading Company Ltd., which had been merged with your company pursuant to the orders of BIFR. While the composite representation of the total manpower consisted of women employees representing 18.28% (336 employees) of the total manpower, the representation of SC, ST, OBC & persons with disabilities (PWD) was to the extent of 21.10% (388 employees), 7.29% (134 employees), 1.41% (26 employees) and 1.68% (31 employees) respectively. During the year 8 officers were inducted through campus recruitment and 2 through lateral induction . Presidential Directives on reservations for SCs, STs, OBCs and PWD in services were followed fully in recruitment and promotion. In an effort for rightsizing the manpower, Voluntary Retirement Scheme was offered which was availed by 10 officers, 11 staff cadre employees and 03 workers.

Aiming towards further enhancing / upgrading the skills of employees in the constantly changing business scenario, 1270 employees were imparted training during the year in different spheres of Companys activities. This was done through programmes organized, both with in-house expertise as well as external resources, by renowned institutions

/ organizations. The employees deputed for training included 221 employees belonging to SC, 70 to ST and 299 women employees. In terms of man-days such training works out to 2773 training man-days during the year 2009-10.

IMPLEMENTATION OF OFFICIAL LANGUAGE

Your Company is committed to uphold Official Language Policy of the Government. Towards this and to promote usage of the Official Language by employees of the Company, several programmes in the form of Hindi workshops, Hindi seminars, Hindi Day/Week/Fortnight were organized at the Corporate Office and Regional Offices.

During the year the Company had the privilege of interacting with the Parliamentary Committee on Official Languages. This Committee inspected/ visited corporate office & reviewed the measures/ steps taken for implementation of the Official Language policy. The Honble Committee expressed satisfaction on the steps/ measures taken and the progress made in implementation of Official Language.

VIGILANCE

Continuing to foster the goodwill & confidence stemming from value based business practices and strengthening the Company as a professionally managed, globally competitive & internationally reputed organization, the Vigilance group of your Company carried further its focus on preventive vigilance by stepping up surprise inspections. During the year 311 vigilance and 120 non-vigilance inspections were conducted and based on the feedback received, corrective/ preventive measures were suggested. An annual calendar of vigilance inspections was prepared by the group well in advance to ensure systematic and regular vigilance inspections. Special emphasis was also laid on updation of trade related drills/ manuals, streamlining of tendering and other procedures in line with the guidelines issued by Central Vigilance Commission.

During the year under report Vigilance group of your Company was also instrumental in organizing "Vigilance Awareness Week" in various offices of MMTC in November 2009 whereat stress was laid upon increasing vigilance awareness amongst employees and business associates, to bring enhanced transparency in public dealings.

CORPORATE SOCIAL RESPONSIBILITY

Your Company had already adopted Corporate Social Responsibility as Policy initiative in the year 2006-07. The main focus of the Companys CSR policy is in the areas of infrastructure development, promotion of literacy, health care, promotion of afforestation in mining areas and relief & restoration in times of natural calamities in the vicinity of MMTCs operations. Recently your Company has reoriented its CSR policy in accordance with the guidelines issued by Department of Public Enterprises on the subject.

CORPORATE GOVERNANCE

Corporate governance is an area of major significance for all those who are affected by organizations directly or indirectly, whether as investors, directors, employees, suppliers, customers or the community in general. Your Company remains committed and dedicated to continuous development and adoption of the best corporate governance practices, which include honesty, trust and integrity, transparency, performance orientation, responsibility and accountability, mutual respect, and commitment to the organization.

A separate report on corporate governance along with Statutory Auditors certificate regarding compliance of the stipulations relating to corporate governance specified in clause 49 of the listing agreement(s) signed with stock exchanges is annexed to and forms part of this report.

CODE OF CONDUCT

Pursuant to Clause 49 (l)(D) of the Listing Agreement signed with Stock Exchanges, a detailed Code of Conduct for Board Members and Senior Management Personnel has been laid down and hosted on the website of your Company. All Board Members and Senior Management Personnel (except one) on the regular rolls of the Company as on 31 st March 2010, to whom the said Code is applicable have affirmed compliance of the same for the period ended 31 st March 2010. Action against the one defaulting General Manager is in progress.

PUBLIC DEPOSIT SCHEME

As on 1st April 2009, there were no outstanding public deposits and the Company did not invite/ accept any public deposit during the year ended 31 st March 2010.

STATUTORY AUDITORS REPORT

The Statutory Auditors have not given any comments having an impact on the profit for the year 2009-10. Applicable disclosures have been made in the notes forming part of accounts in respect of other observations contained in the report of statutory Auditors, as annexed, which have no financial impact on the profit for the year 2009-10.

COMMENTS OF COMPTROLLER & AUDITOR GENERALOF INDIA

The Comptroller & Auditor General of India(CSAG) has given Nil comments under section 619(4) of the Companies Act, 1956 on the accounts of the Company for the year ended 31.03.2010.The communication dated 26th July 2010 of C & AG in this regard is annexed herewith.

CONSERVATION OF ENERGY

During the year 2009-10, there was no activity in Mica group of your company. Pursuant to Section 217(i)(e)ofthe Companies Act, 1956, a statement on conservation of energy is annexed to this report.

PARTICULARS OF EMPLOYEES

Pursuant to provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, a statement of the particulars of employees who were in receipt of remuneration exceeding Rs.24 lakhs per annum or Rs. 2.00 lakhs per month during the year 2009-10 is annexed to this report.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) That 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 of the Company for the year ended 31.3.2010;

iii) That the Directors have taken a proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

Iv) That the Directors have prepared the annual accounts on a going concern basis.

BOARD OF DIRECTORS

Mr. R Gopalan, relinquished the charge of part-time Director on the Board of MMTC and Mr. P K Chaudhery AS, Department of Commerce, Ministry of Commerce & Industry took over as part time Director on the Board of MMTC vice Mr. R Gopalan w.e.f.14th January 2010.

Mr. Ved Prakash took over the charge of Whole Time Director (Marketing) on the Board of MMTC w.e.f. 19th February 2010.

Mr. Adarsh R Goyal relinquished the charge of Whole Time Director (Marketing) on 31 st December 2009 on superannuation.

Mr. S K Kar relinquished the charge of Whole Time Director (Finance) on 30th June 2010 on superannuation.

The Board places on record its appreciation for the commendable services and the contributions made by Mr. R Gopalan, Mr. S K Kar and Mr. Adarsh R Goyal towards effective discharge of the functions of the Board and its Committees. The Board also welcomes Mr. P K Chaudhery & Mr. Ved Prakash and expresses confidence that the Company shall immensely benefit from their rich and varied experience.

In terms of provisions of Article 87(4)(A) of Articles of Association of the Company regarding rotational retirement of Directors, Dr. S Behuria, Director, Mr. Sunir Khurana, Director (Marketing), Mr. Anil Baijal, Non Official Part time

Director and Mr. H L Zutshi, Non Official Part time Director shall retire at the AGM and being eligible have offered themselves for reappointment.

ACKNOWLEDGEMENTS

Your Directors are thankful to the Department of Commerce, all Govt. Agencies, RBI and other Banks, Railways, Customs, Ports, NMDC, Customers and Suppliers for their valuable support and cooperation during the year. Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by managers and staff of your company without which it would not have been possible to realize vastly improved business turnover and profit recorded during the year.

By the Order of the Board

Sd/- Place : New Delhi (Sanjiv Batra)

Dated: 28th July 2010 Chairman and Managing Director

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