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Directors Report of MMTC Ltd.

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, 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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