Directors Report of MSTC Ltd.

Mar 31, 2025

The Directors of your Company are pleased to present
the 60^th Annual Report on the business and operations of
the Company together with the Audited Financial
Statements, Auditor''s Report and comments of the
Comptroller & Auditor General of India for the year ended
31^st March, 2025.

Financial Highlights of the Company

During the financial year 2024-25 the Profit After Tax
stands at ''40,298 lakhs as against ''17,191 lakhs in the
previous year. Profit Before Tax was ''50,390 lakhs
compared to ''28,444 lakhs in the previous year.
Company has recorded total revenue of ''38,750 lakhs.
Total E-commerce income has increased from ''36,409
lakhs to ''36,627 lakhs.

The Standalone Financial results of the Company for the
financial year 2024-25 and 2023-24 are given below:

Particulars	2024-25	2023-24
Total Income	38,750	51,929
Profit (Loss) before	24,071	28,444
exceptional item and tax
Exceptional Items:	26,319	-
Income/(Expenses)
Profit (Loss) before tax	50,390	28,444
Tax	10,092	11,253
Profit after tax	40,298	17,191
Paid up capital (Equity)	7,040	7,040
Reserves	68,139	59,417
Dividend (%)	405%*	155%**
PBT Per Employee	168.53	98.08
Earnings per share ('')	57.24	24.42
(Face value ''10/-)

"(Dividend (%) for FY 2024-25 includes 1^st interim dividend @
40%, 2^nd interim dividend @ 320% and 3^rd interim dividend @
45%)

""(Dividend (%) for FY 2023-24 includes 1^st interim dividend @
55%, 2^nd interim dividend @ 50% and final dividend @ 50%)

Operational Highlights :

During the financial year 2024-25, the Company has
crossed ''89,823.60 Lakhs in terms of value of goods
transacted through its trading and e-commerce. Other
operational highlights are as follows;

1. Coal Mine Auction for Commercial Mining: 18 Coal
Mine blocks have been successfully allotted through
auction for commercial mining in FY 2024-25.

2. Mineral Block Auction: 77 Major Mineral blocks have
been successfully allotted through auctions for
various States in FY 2024-25.

3. Agreement signed with Ministry of Mines for auction
of offshore minerals and Tranche 1 of offshore
Mineral block auction has been launched.

4. Ministry of Information and Broadcasting has
selected MSTC to conduct e-auctions for 730 FM
channels across 234 cities.

5. MSTC has launched MSTC REALTY Auction Portal on
15^th January, 2025 which offers an end to end solution
for property auction.

6. MSTC has signed Selling Agency agreement with
BPCL (Marketing) for e-auction of their scrap
materials.

7. MSTC will invite bids under UDAN scheme version 5.5
has been launched by Ministry of Civil Aviation.

8. First stage bid submission of 11^th tranche of coal block
auction for commercial mining has been
completed.

9. MSTC has developed the e-auction platform for sale
of timber from Chhattisgarh Forest Department.

10. MSTC conducted auction of 5G spectrum on behalf
Department of Telecommunications.

11. MSTC is developing a portal called Kendriya Police
Kalyan Bhandar (KPKB) on behalf of the various
central police organisations under the Ministry of
Home Affairs.

12. EXIM Portal for Petroleum Industry: The online bidding
platform for Export & Import of petroleum products
was developed & delivered to IOCL. The EXIM portal is
fully operational and IOCL is reaping the benefits
after transforming its Import & Export activities to
online mode.

13. MSTC continued to offer services for the Online Draw
System for selection of LPG & Petrol Pumps and
Dealership to the Oil Marketing Companies.

14. MSTC has successfully developed the portal for Steel
Import Management System (SIMS) V0.2 for Ministry
of Steel. Ministry of Steel entrusted the job of
developing the Steel Import Monitoring System
(SIMS) version 2.0 portal to MSTC. The assignment
was successfully completed in a record time of less

than two months as against a normal development
cycle time of about twelve months for a project of
this nature. On 22^nd July, 2024, Hon''ble Union Minister
of Steel had launched the SIMS 2.0 portal in presence
of Secretary Steel.

15. MSTC has developed the website for the Ministry of
Steel and is also associated with other projects of the
Ministry of Steel.

16. MSTC is providing the e-commerce Solution for e-
Bidding for Critical minerals and Exploration
Licenses.

17. MSTC is also providing e-commerce solutions for
coal gasification project and allotment of Offshore
Mineral Blocks.

18. MSTC started e-auctioning of coal on behalf of CIL
and its Subsidiaries as per the revised requirements
of CIL.

Dividend

During the year, the Company paid first interim dividend
of ''4.00 per share, second interim dividend of ''32.00 per
share and third interim dividend of ''4.50 per share,
thereby taking the total dividend for the year to ''40.50
per share with a total pay-out of ''28,512 Lakhs. The
dividend declared for the year are in accordance with the
Company''s dividend distribution policy. The Dividend
Distribution policy as formulated by the Company
m a y b e a c c e s s e d a t t h e w e b l i n k
https://www.mstcindia.co.in/MSTC_Static_Pages/front
page/newpolicy/DIVIDENDDISTRIBUTIONPOLICY.pdf .

Reserves

The Reserves stand at ''68,139 Lakhs as on 31^st March 2025.

Changes in Share Capital

The authorized share capital of your Company as on 31^stMarch, 2025 stands at ''15,000.00 Lakhs divided into
1,500.00 Lakhs equity shares of ''10.00 each. During the
year under review there is no change in share capital of
your company.

Directors Responsibility Statement

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

a) In preparation of the Annual Accounts, applicable
Indian Accounting Standards (IND-AS) have been
followed along with proper explanation relating to
material departures.

b) The Directors have 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 as at 31^st March, 2025 and of the profit of the
Company for the financial year 2024-25.

c) The Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting frauds and other
irregularities.

d) The Directors have prepared the Annual Accounts for
the year ended 31^st March, 2025 on a going concern
basis.

e) The Directors had laid down internal financial controls
of the Company and that such systems were
adequate and operating effectively.

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.

Directors & Key Managerial Personnel

Shri Manobendra Ghoshal, Chairman and Managing
Director, Smt. Bhanu Kumar, Director (Commercial) and
Shri Subrata Sarkar, Director (Finance) and Chief
Financial Officer are Whole-time Directors of the
Company. Shri Manobendra Ghoshal is also acting as
Chairman of Mahindra MSTC Recycling Pvt. Ltd. (MMRPL),
a 50:50 joint venture of the Company. Shri Subrata Sarkar
is also acting as Director of MMRPL.

During the year under review Shri Adya Prasad Pandey
(DIN: 09347851) and Dr. Vasant Ashok Patil (DIN:
09352913), Independent Directors of the Company
ceased to be the member of the Board with effect from 1^stNovember, 2024. The Board places on its record sincere
gratitude for the valuable guidance and support
rendered by Shri Adya Prasad Pandey and Dr. Vasant
Ashok Patil during their association with the company.
Consequent to their retirement from the Board they also
ceased to be the Chairman/Member of Audit
Committee, Nomination and Remuneration Committee,
Corporate Social Responsibility (CSR) Committee,
Stakeholders Relationship Committee and Risk
Management Committee.

Administrative Ministry has vide its Order No. 1/1/2025-
BLA dated 15^th April, 2025 appointed Shri Ramesh Kumar
Soni (DIN:09399355) as Non-Official Independent
Director of the company for a period of one year from the
date of notification of his appointment, or till further
orders whichever is earlier. Administrative Ministry has
vide its Order No. 1/1/2025-BLA dated 15^th May, 2025
appointed Smt. Alka Chandrakar (DIN: 11111923) and Shri

Chandrashekhar Baghel (DIN: 11111187) as Non-Official
Independent Directors of the company for a period of
three years from the date of notification of their
appointment, or till further orders whichever is earlier.
Further, approval of shareholders for appointment of the
aforesaid Independent Directors is proposed to be
obtained in the ensuing Annual General Meeting of the
Company.

Shri Subrata Sarkar, (DIN 08290021) Director (Finance) is
retiring by rotation and being eligible offered himself for
reappointment. The Directors recommended his
reappointment in the ensuing Annual General Meeting of
the Company.

The Company has received necessary declaration and
certificate from all the Independent Directors confirming
that they meet the criteria prescribed for Independent
Directors under the applicable provisions of the
Companies Act, 2013, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and rules
made there under.

A separate meeting of Independent Directors was held
during the year.

The provisions of Section 134(3)(p) of the Companies Act,
2013 require a listed entity to include a statement
indicating the manner of formal annual evaluation of
performance of the Board, its Committees and of
individual Directors. However, the said provisions are not
applicable for Government Companies as the
performance evaluation of Directors is carried out by the
Administrative Ministry as per laid down evaluation
methodology.

A brief profile of the Directors proposed to be appointed
and reappointed at the ensuing AGM is provided in the
Corporate Governance Report section as well as in the
notice calling AGM. The details of the Key Managerial
Personnel of the Company as on the date of this report
are as follows;

SI. No.	KMP	Designation
1.	Shri Manobendra	Chairman and
	Ghoshal	Managing Director
2.	Smt. Bhanu Kumar	Director (Commercial)
3.	Shri Subrata Sarkar	Director (Finance) & CFO
4.	Shri Ajay Kumar Rai	Company Secretary & Compliance Officer

The provisions of Section 134(3)(e) of the Companies Act,
2013 regarding the policy on Director''s appointment and
remuneration including criteria for determining
qualifications, positive attributes, independence of a
Director and other matters provided in Section 178(3) are
exempted for Government Companies.

Related Party Transactions

All Related Party Transactions that were entered into
during the financial year were on an arm''s length basis
and were in the ordinary course of business. Hence, the
provision of Section 188 of Companies Act, 2013 as
amended are not attracted. Details of all related party
transactions are provided in the financial statement in
notes to accounts.

Thus, disclosures in Form AOC-2 are not required. Further
there are no related party transactions with the Directors
and KMP or other designated persons, which may have a
potential conflict with the interest of the Company. All
Related Party Transactions are placed before the Audit
Committee for approval.

The Company has a related party transaction policy and
the same has been uploaded on the website of the
Company at www.mstcindia.co.in.

The details of the related party transactions during the
financial year are provided in note no. 34 of the
standalone financial statement.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earning and Outgo

In accordance with the provisions of Section 134(3) (m) of
the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014, the particulars
relating to Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo
are given in Annexure-I to this Report.

Corporate Governance Report

Separate details on Corporate Governance Report along
with the Compliance Certificate on Corporate
Governance are attached herewith as Annexure-II and
form part of the Board''s Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report forms part
of the Board''s Report.

Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report is
attached herewith as Annexure III and forms part of the
Board''s Report.

Annual Return

In compliance of Section 92 of the Companies Act, 2013
and Rules made thereunder, the Annual Return for the
financial year 2024-25 is available on the Company''s
Website at https://www.mstcindia.co.in/content/
AnnualReturns.aspx

Corporate Social Responsibility

The Company is committed to social upliftment. In line
with the Companies Act, 2013, Companies (Corporate
Social Responsibility Policy) Rules, 2014 & DPE guidelines,
the Company has constituted a CSR Committee which
functions as per the Govt. guidelines and the Company''s
CSR policy. The CSR Policy of the Company has been
approved by the Board and is hosted on the website of
the Company.

The Company has undertaken various activities as per
the CSR policy of the Company. The Projects/
programmes/activities are taken up in line with Schedule
VII of the Companies Act, 2013.

Annual Report on Corporate Social Responsibility as
required under Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is placed as
Annexure IV and forms part of the Board''s Report.

Secretarial Audit

In compliance with Section 204(1) of the Companies Act,
2013 and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Shri
Saurabh Basu (Membership No. A18686), Practicing
Company Secretary has been appointed as the
Secretarial Auditor for the year 2024-25. The Report of the
Secretarial Auditor as prescribed is enclosed as
Annexure V to this Report.

The Secretarial Auditor has made following
observations;

1. In pursuance to the proviso to the Regulation 17(1)(a)
and 17(1)(b) of the SEBI LODR, 2015.The Company being
in the top 1000 listed entities did not have at least one
Independent Woman Director on the Board during the
period from 1^st April, 2024 to 31^st March, 2025 and the
number of Independent Directors on the Board were
less than fifty percent of Board Members during the
period from 1^st April, 2024 to 31^st March, 2025. From 1^stNovember, 2024 to 31^st March, 2025, there has no
Independent Director. So, the Company was not
complied with the Section 149 of the Companies Act,
2013 read with Schedule IV during the period from 1^stNovember, 2024 to 31^st March, 2025. Since the position
of the Independent Director(s) was vacant for more
than 3 (three) months, the Company has not
complied with Regulations 17(1E) of SEBI LODR, 2015.

2. As per Regulation 17(1)(c) of the SEBI LODR, 2015, the
Board of Directors of the top 2000 listed entities with
effect from 1^st April, 2020 shall comprise of not less
than six directors. The Board of Directors comprised of
five directors from 1^st November, 2024 to 31^st March,

2025, and therefore, the Company has not complied
the aforesaid Regulation(s).

3. As per Regulation 17(2A) of the SEBI LODR, 2015, at least
one Independent Director''s presence is required for
the quorum for every meeting of the Board of
Directors of top 2000 listed entities, that provision was
not complied as the Company had no Independent
Director during the period from 1^st November, 2024 to
31^st March, 2025.

4. During the period from 1^st November, 2024 to 31^st March,
2025 the Company has no Independent Director, as a
result following Statutory Committees Like Audit
Committee (Reg.18 of SEBI LODR, 2015 and Sec.177 of
the Companies Act, 2013), Nomination and
Remuneration Committee (Reg.19 of SEBI LODR, 2015
and Sec. 178 of the Companies Act, 2013),
Stakeholders Relationship Committee (Reg.20 of SEBI
LODR, 2015 and Sec. 178 of the Companies Act, 2013),
Risk Management Committee (Reg.21 of SEBI LODR,
2015) and Corporate Social Responsibility Committee
(Sec.135 of the Companies Act, 2013) were not
functioning in the company . As a result, the Company
has not complied of the above-mentioned
provision(s) of SEBI LODR, 2015 and the Companies
Act, 2013 along with the functions of these
Committee(s) assigned by SEBI LODR, 2015 and the
Companies Act, 2013. In some cases, the mandatory
number of meetings of these Committee(s) were not
held.

In this regard it is clarified that your Company is a Govt.
Company under the administrative control of Ministry of
Steel, Govt. of India. Neither the Board nor the Company is
empowered to appoint Independent Directors as the
power to appoint Independent Director vest with
Government of India as per the Government guidelines.
Company has requested administrative ministry for
appointment of Independent directors and have
continuously followed up.

Further, due to completion of the tenure of Shri Adya
Prasad Pandey and Dr. Vasant Ashok Patil, Independent
Directors w.e.f 1^st November, 2024, there were no
Independent Directors in the Board of the Company.
Therefore, the Board Committees could not be
constituted from 1^st November, 2024 to 15^th April, 2025. The
Board Committees were reconstituted w.e.f. 16^th April,
2025 upon appointment of Shri Ramesh Kumar Soni as
Non-Official Independent Director of the company. The
committees were further reconstituted on 29^th May, 2025
upon appointment of Smt. Alka Chandrakar and Shri
Chandrashekhar Baghel as Non-Official Independent
Directors.

Auditors

Pursuant to Section 139 of the Companies Act, 2013, the
Comptroller and Auditor General of India, has appointed
m/s. S Guha & Associates, Chartered Accountants (FRN:
322493E), as Statutory Auditors of the Company for the
year 2024-25. The report of the Auditors is attached to the
Financial Statements of the Company. Management
replies on the comments/observations of the Auditors
are placed as AnnexureVI to the Boardâs Report.

Comments by the Comptroller and Auditor
General of India (CAG)

The comments of the CAG on the Annual Accounts of the
Company in terms of Section 143(6) (b) of the
Companies Act, 2013, shall be deemed as part of the
Board''s Report.

Number of Meetings of the Board

The Board met seven times during the financial year
2024-25. The details of number of meetings of the Board
of Directors held during the year 2024-25 form a part of
the Corporate Governance Report.

Disqualification of Directors

Pursuant to Section 164(2) of the Act and Rule 14(1) of
Companies (Appointment and Qualification of Directors)
Rules, 2014, all the Directors have intimated that, they
stand free from any disqualification from being
appointed as a Director.

Notice of Interest by the Directors

Pursuant to Section 184(1) of the Act, Rule 9(1) of the
Companies (Meetings of Board and its Powers) Rules,
2014 and applicable provisions of SEBI, all the Directors
have given Notice of Interest.

Committees of the Board

MSTC has constituted five committees of the Board viz.,
Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility (CSR)
Committee, Stakeholders Relationship Committee and
Risk Management Committee, details of which are
provided in the Corporate Governance Report.

However, due to non-availability of any Independent
Director in the Board of the Company, aforesaid
Committees of the Board could not be constituted for a
period from 1^st November, 2024 to 15^th April, 2025. All the
aforesaid Board Committees were reconstituted w.e.f. 16^thApril, 2025 upon appointment of Shri Ramesh Kumar Soni
as Non-Official Independent Director of the company.

Audit Committee

The Company has in place a board level Audit
Committee, the details in respect of which are given in
the Corporate Governance Report. Further, there has
been no instance where the Board of Directors has not
accepted the recommendation of Audit Committee.

Corporate Social Responsibility (CSR) Committee

In compliance of Section 135(l) of the Act, read with Rule 5
of the Companies (CSR Policy) Rules 2014, the Company
has constituted CSR Committee of the Board with Shri
Ramesh Kumar Soni, Independent Director as Chairman,
Shri Ashwini Kumar, Govt. Nominee Director, Shri Vinod
Kumar Tripathi, Govt. Nominee Director and Shri Subrata
Sarkar, Director (Finance) as members.

Subsidiary and Joint Venture Company
Ferro Scrap Nigam Limited

The Cabinet Committee on Economic Affairs ("CCEA"),
GoI, in its meeting held on 27^th October, 2016, accorded its
''in-principle'' approval to disinvest entire equity
shareholding held through MSTC in FSNL, through
strategic disinvestment and transfer of management
control. Shareholders of MSTC had also approved the
proposal of Strategic Disinvestment of FSNL. Further, the
Alternative Mechanism, empowered by the Cabinet
Committee on Economic Affairs approved M/s. Konoike
Transport Co. Ltd. as Strategic Buyer for disinvestment of
Ferro Scrap Nigam Limited (FSNL) Pursuant to share
purchase agreement dated 24^th October, 2024 executed
among FSNL, MSTC and M/s. Konoike Transport Co. Ltd,
MSTC Limited has transferred its entire shareholding in
FSNL to Konoike Transport Co. Ltd on 21^st January, 2025.
Accordingly, FSNL ceases to be the subsidiary of MSTC
w.e.f 21^st January, 2025.

Mahindra MSTC Recycling Pvt. Ltd.

MSTC had entered into a JV Agreement with m/s
Mahindra Accelo Ltd. and formed a Joint Venture
Company "Mahindra MSTC Recycling Pvt. Ltd." MSTC
through this JV, had set up India''s first authorised
Collection and Dismantling centre at Greater Noida in
2018. At present MMRPL has 6 operational Registered
Vehicle Scrapping Centre/ Registered Vehicle Scrapping
Facility (RVSF) in Greater Noida, Chennai, Indore.
Ahmedabad, Guwahati and Bengaluru respectively.
Apart from RVSF plants, MMRPL has setup 34 collection
centres throughout India.

MMRPL has tied up with M&M Ltd., Renault India and
Daimler as a partners for exchange of scrap vehicles
Pan India. MMRPL is also in discussion with other OEMs for
tie-up.

During the year ended 31^st March 2025, the Company
earned an income of ''3,466 lakhs as against a figure of
''2,981 lakhs in previous year.

The detailed information relating to the Joint Venture
company in form AOC-1 in compliance with Section
129(3) of the Companies Act, read with Rule 5 of
Companies (Accounts) Rules forms part of Annual
Report as Annexure VII.

Consolidated Financial Results

In accordance with the provisions of the Companies Act,
2013 and the Accounting Standards issued by the
Institute of Chartered Accountants of India, your
Company has prepared the Consolidated Financial
Statement for the group, including its joint venture.

The Summary of Consolidated Financial Results are as
follows :

Particulars	2024-25	2023-24
Total Income	38,750	51,929
Profit (Loss) before	24,480	27,757
exceptional item and tax
Exceptional Items:	26,319	-
Income/(Expenses)
Profit (Loss) before tax	50,799	27,757
Tax	10,092	11,252
Profit after tax	40,707	16,505
Paid up capital (Equity)	7,040	7,040
Reserves	66,801	56,086
PBT Per Employee	169.90	95.71
Earnings per share ('')	57.82	23.44
(Face value '' 10/-)

Material Changes and Commitments, if any, affecting
the Financial Position of the Company

There are no material changes and commitments
affecting the financial position of the Company that have
occurred between the close of the financial year ended
31^st March, 2025 and the date of Board''s Report.

Details of Significant and material order passed by the
Regulators, Courts and Tribunals

No significant and material order has been passed by the
Regulators, Courts and Tribunals impacting the going
concern status and the Company''s operation in future.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,

2013 and Rules made there under are given in the notes to
the financial statements.

Public Deposits

Your company has not accepted any deposits under the
Companies Act, 2013 during the financial year ended 31^stMarch, 2025.

Compliance with DPE Guidelines and Policies

The guidelines and policies issued by the Department of
Public Enterprise from time to time are duly complied
with by the Company.

Compliance with Secretarial Standards

Your Company complies with the applicable Secretarial
Standards issued by the Institute of Company
Secretaries of India (ICSI).

Internal Financial Controls

Your Company has put in place adequate internal
financial controls for ensuring the efficient conduct of its
business in adherence with laid-down policies; the
safeguarding of its assets; the prevention and detection
of frauds and errors; the accuracy and completeness of
the accounting records; and the timely preparation of
reliable financial information, which is commensurate
with the operations of the Company.

M/s. S. Poddar & Co. (FRN: 320294E) was the Internal
Auditor of the Company for the year and their reports are
put up to the management at regular intervals and
summarized statement of important issues are placed
before the Audit Committee.

Systems

MSTC''s IT infrastructure is by far the most sophisticated
and robust in the country to take up ecommerce services
in a secure and transparent manner for more than
2,24,000 clients across the globe.

MSTC''s IT Department is equipped with the powerful RISC
based IBM Power Series Servers having robust processing
power and can serve more than ten thousand
concurrent hits. The servers are highly energy efficient
leading to saving of power and these servers are in
operation with redundancy & high availability disaster
recovery mode for providing uninterrupted services to
our stakeholders like Principals, Bidders & other users.
Mumbai Disaster Recovery site is also having a similar set
up as in Kolkata Data Centre.

MSTC is concerned with information security issues and
has left no stone unturned to achieve maximum security
by installing different OEM Next Generation Firewall,

Intrusion Prevention System (IPS), Managed Distributed
Denial of Service (MDDoS), SSL etc.

The much-needed security features ''Write Once Media''
which captures the Audit trails on a non-editable
tamperproof media, has been the hallmark of MSTC''s e-
Commerce system.

SSL Encryption

SSL (Secure Sockets Layer) is the standard security
technology for establishing an encrypted link between a
web server and a client end browser. This link ensures
that all data passed between the web server and
browsers remain private and integral. We have
implemented 256-bit SSL in our web server with
enforcement of TLS 1.3 & above.

All network equipment like routers, switches are from
CISCO/CHECKPOINT and are totally ready for IPv6
migration. Security Appliances like Firewalls, IPS are in
place to prevent unauthorized intrusion with latest
signatures.

Periodical Application Security Testing is conducted by
STQC, a Govt. of India Department. MSTC ensures security
through periodical penetration, vulnerability &
performance testing by STQC. MSTC conducts its
business through a dedicated 255 MBPS ILL and also has
another 200MBPS ILL connectivity taken from a different
provider and with Point-to-Point (P2P) connectivity
between DC & DR for data synchronization with
redundancy. Two ILLs are in operation with load
balancing with the implementation of Radware Link Load
Balancer.

MSTC has developed an in-house browser independent
e-Procurement solution with e-tendering, e-reverse
auction, e-reverse auction with L1 matching and many
other models. General Financial Rules, CVC guidelines, IT
Act 2000 and its Amendment of 2008 have been adhered
to in this e-Procurement application and the said service
has been certified by STQC.

MSTC server in Kolkata is manned round-the-clock
throughout the year. The Systems dept. is well equipped
with qualified professionals whose skills are continuously
upgraded with training on latest technology.

MSTC''s System Department is ISO 27001:2022 certified by
STQC,

MSTC e-Commerce division is also ISO 9001:2015 Quality
certified.

Developments of Information Technology during 2024Â¬
25

MSTC e-Commerce Systems is certified for ISO
27001:2022 by STQC and is valid up to 27^th August 2026

(Information Security Management System
Certification).

Security is in place with two different OEM Checkpoint &
CISCO Next Generation Firewall at two levels (Perimeter &
Server side).

ISO 9001:2015 certification is also maintained as per
standards and this certificate is valid up to 19^th January
2027.

Imperva Write-once management device (DAM) is in
place for better management & monitoring of activities
related to data.

MSTC has developed in-house and implemented many
customised projects like Udaan 5.5(bidding for
seaplanes and Helicopters), Chhattisgarh Forest
Department portal, FM Channel auction portal, SCCL
Shakti Short term linkage, Bank API Integration, Fixed
Virtual Account Number, Multi Currency Bidding for V3
portal, Dynamic EMD for MLCL portal, MSTC Realty Portal,
Penny Drop System for account verification, Ticket
Raising Systems for users, nCode multi-browser PKI
implementation, OTP verification in buyer login across
portals, etc.

MSTC has also developed and customised in-house
application of SIMS Phase 2, Fixed Deposit Register, Portal
for Contractual and Retired Employees, Automated
Refund Portal, Fixed Asset Register, Development and
deployment of packages for FSNL like Online Recruitment
module etc.

MSTC has implemented Security Information & Event
Management (SIEM) and Security Orchestration,
Automation, & Response (SOAR) solutions in its Data
Centre at Kolkata for automation in log collection,
analysis and response for improved security across
different devices and servers.

In the recent times MSTC has been increasing focus on
Automation, streamlined solutions, updation of user
interface and integrated solutions.

To increase financial accessibility, API based integration
was done with banks like Bank of Baroda and SBI for
payment of Pre-Bid EMD in global wallet. Furthermore, the
data transfer is API based which enables the bidders to
make instant payments and updation of their wallets
along with implementation of fixed VAN.

Portal was developed for auctioning of FM bands to
finalize FM service providers in major cities of India. The
portal has been certified by STQC and MSTC is
anticipating conduction of SMRA event in FY 2025-26.

To digitalising the process of selling timbers, online
bidding platform has been developed for Chhattisgarh
Forest Department.

To increase robustness of the ELV portal and to ensure
that "End of Life Vehicles" are procured only by authorized
RVSF''s, login module for bidders has been linked to the
MAC address of their system. With implementation of 3
factor authorization i.e. user id and password, OTP and
MAC verification, there is an additional surety that only
the intended RVSFs are participating and procuring the
vehicles. This is as per the directive from Ministry of Road,
Transport and Highways.

Third tranches of e-Auction for Spectrum were
successfully conducted by MSTC Limited at the behest of
Department of Telecommunications. For 5G spectrum
auction conducted in FY 2024-25, Gol earned a revenue
of ''11340.79 cr. For the 3^rd tranche of events, all the
formalities have been completed in the portal for
necessary compliance.

To further strengthen integrated solutions, MSTC has
done API based data integration with Director of Mines
and Geology, Uttar Pradesh for transfer of auction
creation data and post auction data. It has reduced
human dependence and allow seamless event
conduction. Such process automation is also taking
place with other major clients like DMG Rajasthan and
Odisha Mining Corporation.

In FY 2024-25, MSTC has generated revenue from
operations from service charges on e-Commerce to the
tune of ''27,829 Lakhs (previous year ''28,029 Lakhs).

In the upcoming year, MSTC plans to increase
automation to a significant degree and to improve the
user experience with dedicated dashboards, API based
integration with clients, integration with state treasuries,
development of new portal etc.

In 2024-25, MSTC had executed 1,01,175 no. of
Auctions/events through its portal for general e-Auction,
Coal e-Auction and e-Procurements.

MSTC has procured goods and services through GeM
portal and such procurement percentage comes to 96%
of total procurement made during the FY 2024-25.

MoU Performance

The Memorandum of Understanding (MoU) with the
Government of India setting performance parameters
and targets for the year 2024-25 was signed by
Chairman and Managing Director of the Company and
Secretary (Ministry of Steel), Govt. of India, on 2^nd August,
2024. MoU targets for the Company continue to be more
challenging and tougher over the years. However, the
Company has been continuously striving to achieve new
heights in terms of performance numbers. The
performance rating for the financial year 2024-25 is
under evaluation.

In terms of DPE guidelines, the evaluation of financial
parameters of MSTC will be done based on Standalone
Financial Results.

Human Resource Development (HRD)

MSTC Limited has always considered its human resource
as the most important resource. Since we are a people-
oriented company, development of employees through
training has been an important area of HR activities.

Emphasis was laid on building capacity of employees by
exposing them to the training programs that could help
improve their efficiency in performing the jobs assigned
to them. The topics for training were chosen to promote
holistic development and to foster understanding,
collaboration, teamwork and leadership qualities
amongst the employees in the organization. The
trainings were organised in Hybrid mode. The company
organised total 107 training programs and trained 226
executives and 62 non-executives. The company
employed various sources for training its employees: few
were nominated in institutional training programs;
others were trained either by inviting external subject
matter experts or Internal Resource Persons (IRP). It was
understood and recognised that awareness of
company''s business modules is of utmost important for
its employee''s overall development therefore, focus was
on imparting training through Internal Resource Persons
(IRPs).

Welfare of Weaker Sections

The Presidential Directives issued from time to time in
regard to reservation, relaxation, concession, etc. for the
SC/ST/OBC/PWD candidates pertaining to the policies
and procedures of the Government were duly observed.
The directives in matters concerning recruitment and
promotion regarding the weaker sections have been
duly complied with. All Departmental Promotion
Committees constituted during the year had
representatives of SC/ST community.

During the year, 46 SC, 16 ST, 85 OBC and all PWD
employees of the Company, were sponsored for inÂ¬
house and Institutional training programmes. In addition,
all possible cooperation and assistance is provided to
the MSTC SC/ST Employees'' Council, which functions
primarily to safeguard the interest of the reserved section
of employees of the Company.

Empowerment of Women

MSTC is a Corporate Life Member of Forum of Women in
Public Sector (WIPS) a primary forum for women in the
Indian public sector aims to promote the holistic

development and empowerment of women working in
public sector undertakings.

The company has Internal Complaints Committees
constituted at zonal level covering all its offices across
the country. These committees have been functioning
successfully. Periodical meetings and Complaint
redressal, awareness programs, etc. are also duly
conducted by the Committees.

MSTC keeps nominating its women employees for
various training programs. During financial year 2024-25,
total 43 women employees were trained. Every year,
International Women'' Day is celebrated with enthusiasm
to appreciate women''s contribution in the company.

Disclosure under Section 22 of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

MSTC has in place a mechanism for prevention and
redressal of sexual harassment of women employees at

the workplace, in accordance with the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Complaints
Committees (iCCs) have been set up in all the offices of
the Company for rendering necessary assistance to and
dealing with complaints, if any, of all the women
employees of the Company. All employees (permanent,
outsourced, trainees etc.) are covered under this policy.
Workshops are held with an objective to create
awareness among the employees.

(a) Number of Complaints filed during the financial year
2024-25:3

(b) Number of complaints disposed off during the
financial year 2024-25 : 2

*The matter is under investigation of Internal Complaints
Committee.

Manpower Statistics of MSTC as on 31^st March 2025

EXECUTIVE

83*

233

NON-EXECUTIVE 18

including one official posted in MMRPL.

SC/ST/OBC/Physically Handicapped Employees status as on 31^st March 2025

GROUP	TOTAL	SC(%)	ST(%)	obc(%)	PHYSICALLY HANDICAPPED (%)
A	233	37(15.88)	13(5.57)	63(27.03)	7(3.00)
B	NIL	NIL	NIL	NIL	NIL
C	63	8(12.69)	3(4.76)	19(30.15)	2(3.17)
D	3	2(66.66)	NIL	NIL	NIL
TOTAL	299	47(15.71)	16(5.35)	82(27.70)	9(3.01)

# PWD is on interlocking basis with other castes and categories.

Male/Female Employees as on 31^st March 2025

	MALE	FEMALE	TOTAL
EXECUTIVE	194*	39	233
NON-EXECUTIVE	57	9	66
TOTAL	251	48	299

Grievance Redressal Mechanism

MSTC has well-established internal mechanisms to
handle grievance-related matters, ensuring timely and
effective resolution. There are total 18 (eighteen) cells in
Regions and Branches of the organisation and there is a
Central Grievance Cell at Head Office. Stakeholders can
submit their grievances through the MSTC Public
Grievance Portal or via the citizen portal of the
Centralised Public Grievance Redress and Monitoring

System (CPGRAMS). Grievances received directly by
MSTC are reviewed and addressed by the designated
grievance cell.

Additionally, MSTC conducts both online and offline client
satisfaction surveys for its various e-commerce services,
using the feedback to enhance the overall customer
experience. Through these channels, MSTC reinforces its
commitment to maintaining a transparent and
accountable system for addressing stakeholder
concerns.

Statement of Public Grievances for the period of 1^st April, 2024 to 31^st March, 2025 is as under:

Types of Grievances outstanding	Grievances received	Grievances disposed	Grievances outstanding
Grievances as on 1^st April, 2023	in 2023-24	off in 2023-24	as on 31^st March, 2024
MSTC (CPGRAMS) 00	14	14	00
MSTC Grievance Site 00	30	30	00

Right to Information Act 2005

Your Company has aligned with the online RTI portal
launched by DoPT and all the applications / appeals
received through the portal have been disposed off
through the portal, namely https://rtionline.gov.in.
Provisions of RTI Act 2005 have been complied with for
processing the RTI applications and appeals received in
all offices of MSTC. There is one Transparency Officer, one
First Appellate Authority, one CPIO, one Nodal Officer in
MSTC, Head office and every region/branch has one PIO
for effectively processing the RTI applications received at
various locations of the Company.

All quarterly reports have been uploaded online on CIC
site. During 1^st April, 2024 to 31^st March, 2025, a total of 176
RTI applications have been received through online and
by post. A total of 13 First Appeals have been received. Out
of the above, 156 RTI Applications and 13 First Appeals
have been disposed off. The remaining RTI applications
and appeal are under process.

Official Language

Continuous efforts are being made for publicity and
effective implementation of official language in all the
units of the company and the progress made in this
regard is being continuously reviewed and monitored. As
a result, the company has surpassed all previous
achievements and achieved 10 best OL implementation
awards, including 2^nd best OL implementation awards in
Eastern region by the Department of Official Language,
Ministry of Home Affairs, Government of India in 2024-25.
After completing more than 80% training in Hindi, Head
Office, Odisha regional office and North-East branch
office were notified in the Gazette of the Government of
India and achieved another major milestone.

In order to promote use of Official Language in your

Company, the following activities had been undertaken:

1. Official Language Implementation Committee

Overall, 18 implementation committees are
constituted in MSTC at the Head Office and various
regional and branch offices. Implementation
Committee meetings are held regularly at the Head
Office under the chairmanship of the Chairman and
Managing Director. Four(4) such review meetings
have been organised during the year.

2. Town Official Language Implementation
Committee

MSTC Ltd. HO is an active member of Narakas
(Undertaking) Kolkata. The Chairman and Managing
Director participated in the half-yearly meeting
organised by Narakas on 28^th August 2024.

MSTC has been awarded first prize by Narakas-
Undertaking-Kolkata for best official language
implementation in the corporate office category for
the year 2024-25. Among regional and branch offices,
the Jharkhand branch office got second-best OL
implementation award in Eastern region from the
Department of Official Language, Ministry of Home
Affairs, Government of India. Gujarat regional office
(Vadodara), Telangana regional office (Hyderabad),
AP branch office (Vizag), MP branch office (Bhopal)
got first, Northern regional office (Delhi), UP regional
office (Lucknow) got second, Chhattisgarh branch
office got consolation prize and Northeast branch
office received Certificate of appreciation from their
respective Narakas. Overall, for the first time, MSTC Ltd
has set a record of receiving 9 Narakas Awards
cumulatively.

3. Official Language Inspections

â¢ Telangana regional office, Hyderabad (22^nd October,

2024) , and Northern regional office, Delhi(21^stNovember, 2024) were inspected by Committee of
Parliament on Official Language.

â¢ Head office, Kolkata (18^th October, 2024) was inspected
by the Ministry of Steel.

â¢ Karnataka regional office(7^th May 2024), Gujarat
regional office(8^th August, 2024) and Jharkhand
branch office(23^rd December, 2024) were also
inspected by the Regional Implementation office,
Department Of Official language, Ministry of Home
Affairs.

â¢ Odisha regional office(18^th May, 2024), North-east
branch office(31^st May, 2024), Northern regional office,
Delhi (15^th June, 2024), AP branch office(10^th February,

2025) and Kerala branch office(18^th March, 2024) were
inspected by Official language Department, Head
office, Kolkata. Official language Department, Head
office, Kolkata also inspected CP/CC Department(11^thJune, 2024), PNA Department(18^th June, 2024), CMD
Secretariate(24^th March, 2025) and Vigilance
Department 29^th March, 2025).

MSTC Ltd. has consistently improved its performance in
the implementation of Official Language.

4. Seminar, Conference, Workshops and Hindi
Language Training

On 21^st June 2024, an Official Language seminar was
organised on the topic of Banga-Bhoomi me Hindi Ka
Vikas at MSTC Ltd., Head office, Kolkata. Drama, dance
and poetry recital based on the literature of poet-guru
Rabindranath Tagore were presented during the
seminar. The seminar was chaired by Mr. Manobendra
Ghoshal, CMD, MSTC. Dr. Ved Raman Pandey, Associate
Professor, Presidency University and Mr. Nirmal Kumar
Dubey, Assistant Director (Implementation), Official
Language Department were also present in the seminar
as speakers. All the employees of the headquarters and
eastern regional offices participated in it.

''Hindi Karyalayi Patrakarita ke Mandand'' Seminar was

organised on 14^th January, 2025 under the aegis of
Narakas, Undertaking, Kolkata by MSTC Ltd. Chairman
and Managing Director, MSTC, Dr. Vichitra Sen Gupta,
Deputy Director (Implementation - East), Mr. Rajesh V.
Nair, Narakas (Undertakings) Member Secretary and Mr.
Ajayendranath Trivedi, former Member Secretary,
Narakas (Bank) were present in the seminar as speakers.
All the members of Naraksh, Kolkata participated in the
programme.

During the year 2023-24, 19 employees were nominated

to get trained in the July-November 2023 session and 31
employees in January-May 2024 under the Hindi
Language Training of the Central Hindi Training Institute
at the Head Office. Of these, 14 were given training under
Parangat, 26 under Pragya and 10 under Praveen training.
15 employees in regional and branch offices also
received language training from the Central Hindi
Training Institute.

MSTC also organised Official Language workshops on the
topic Official Noting and Drafting writing(29^th May,
2024), Use of Translation in Official Work (31^st August,
2024), Hindi Typing Practice (21^st December, 2024) and
''Use of Hindi Language Practice'' (19^th February, 2025) at
all India MSTC level and circulated internally prepared
study material and arranged practice-based quiz
competition.

During the year 2024-25, 10 employees (3 Pragya & 7
Parangat) were nominated to get trained in the July-
November 2024 session and 14 employees (4 Pragya & 10
Parangat) in January-May 2025 under the Hindi
Language Training of the Central Hindi Training Institute
at the Head Office. In Regional and Branch offices 7
employees (2 Pragya & 5 Parangat) were nominated for
the training in the July-November 2024 session and 18
employees (2 Prabodh & 16 Parangat) in January-May
2025 session under the Central Hindi Training Institute.

5. Official Language Fortnight

Official Language Fortnight-2024 was organised during
the period from 14^th September, 2024 to 30^th September,
2024. Various types of competition were held for
employees and their family members. Prizes were
distributed at the closing ceremony. MSTC Rajbhasha
Coordinator Conference - 2024 was organised on 27^thSeptember 2024. Mr. Chandresh Kumar Meena, Assistant
Director, (Official Language), Ministry of Steel, was invited
as the chief trainer. In the Rajbhasha Pakhwada during
the closing ceremony on 30^th September, Rajbhasha
awards were given away and a play "Mayyat" was staged
by ''Rangkarmi'' Natya Dal. In this programme Dr. Vichitra
Sen Gupta, Deputy Director and In-charge Regional
Implementation Office, (East), Official Language
Department, Ministry of Home Affairs was invited as the
chief guest.

6. Rajbhasha Sangati

MSTC''s In-house magazine "Rajbhasha Sangati" 5^th & 6^thjoint edition was unveiled on 21^st June 2024 by the
Chairman and Managing Director during the official
language seminar organised in our auditorium. Next
edition of "Rajbhasha Sangati" will be a special edition
based on Departmental Terminology to simplify the
official work in Hindi.

Vigilance Setup

Vigilance Department ensures proactive monitoring, risk
mitigation, and compliance, safeguarding
organisation''s integrity and efficiency. It plays an
instrumental role in identifying and mitigating risks of
fraud, corruption, and misconduct, thereby protecting
the reputation and fostering public trust. At MSTC, the
Vigilance Department is led by the Chief Vigilance Officer
(CVO), who spearheads anti-corruption initiatives,
enforces ethical adherence, and oversees impartial
investigations to preserve organizational integrity. The
department cultivates a culture of transparency and
accountability while providing strategic counsel to
management on vigilance matters. The primary duties of
the Vigilance Department include conducting
meticulous investigations into complaints received from
customers, principals, bidders, contractors, employees,
stakeholders, the Ministry of Steel, the Central Vigilance
Commission (CVC), the Prime Minister''s Office (PMO),
MSTC management, media outlets, audit reports, and
other relevant sources. In addition, proactive preventive
measures, including surprise inspections, routine audits,
scrutiny of procurement and contract documentation,
system evaluations, monitoring of sensitive positions,
compilation of lists of officials with doubtful integrity &
agreed list and scrutiny of employees'' property returns.
The department also maintains robust coordination with
the Central Vigilance Commission (CVC), Chief
Technical Examiner (CTE), Central Bureau of
Investigation (CBI), and the Ministry of Steel to ensure
compliances and objectives.

Some of the important activities undertaken by the
Vigilance Department during FY 2024-25 are as follows:

a) 35 complaints received and 39 complaints disposed
of (08 complaints from last year and 31 complaints
from this year) including 02 complaints referred to by
the Commission.

b) 13 contracts/audit reports scrutinized.

c) 09 Surprise Checks and 08 Regular Inspections were
conducted.

d) 03 CTE Type Inspection/Systems Study was
conducted.

e) Based on vigilance activities, 02 Systemic
Improvements were recommended to the
management.

f) Scrutiny of 60 Property returns was undertaken which
constitute more than 20.91% of total employees.

g) Training Programmes : Vendor Meet at Head Office
was organized by Vigilance Department during

Vigilance Awareness Week-24. Total 17 Preventive
Vigilance Training Sessions were organized through
physical/online mode, where more than 250
employees participated. More than 10 Sensitization
Programs were conducted at various MSTC offices,
located at Vizag, Patna, Vadodara, Ranchi,
Kerala, Chennai, Jaipur, Mumbai, Bengaluru and
Lucknow etc.

h) In accordance with the CVC instructions, as a prelude
to VAW-2024, a three-months campaign was
undertaken successfully from 16^th August to 15^thNovember, 2024 focusing on 06 preventive vigilance
areas.

Vigilance Awareness Week :

Vigilance Awareness Week - 2024 was observed with the
theme "d^lfl^l d^>fcl d d^Â®"/ "Culture of

Integrity for Nation''s Prosperity" in all the offices of MSTC.
Organization''s website and social media was extensively
used for the wider dissemination of the observance of
Vigilance Awareness Week on the theme, for the
employees as well as public. 6^th edition of MSTC''s in house
Vigilance Magazine "Jaagrat" was published on this
occasion containing various articles/poems written by
MSTC''s employees, based on Vigilance Awareness Week
theme. The messages received from the Hon''ble
President, Vice-President, Prime Minister, and CVC were
also published in the Vigilance Corner of the
organization''s website. Skit Play, Walkathon and CandleÂ¬
Light Vigil March on the theme were organized to spread
awareness amongst the employees of Head Office and
Eastern Regional Office. Customer Grievance Redressal
Camps were organised at various offices of MSTC.
Competitions such as Elocution, Essay, Slogan, Painting,
Quiz and Rangoli making, involving MSTC employees (169
Nos.) and their wards and School & College students of
Kolkata were also organized.

Compliance of recommendations made by the
Committee on Papers Laid on the Table (Rajya Sabha)
in its 150^th Report:

Details of cases initiated / disposed-off during the
financial year 2024-25.

â¢ No of cases pending as on 31^st March 2024: 1

â¢ No. of cases initiated during 2024-25: 1

â¢ No. of cases pending as on 31^st March 2025: Nil

Nature of Pending case: Nil

â¢ Officer involved: N.A.

â¢ Charge sheet issue on: N.A.

â¢ Disciplinary Proceedings: N.A.

Acknowledgement

The Board of Directors wish to place on record their
gratitude to the Hon''ble Union Minister for Steel, Hon''ble
Minister of State for Steel, Secretary (Steel), Additional
Secretary and FA (Steel), and other officials of the Ministry
of Steel, Defence Ministry, Coal Ministry, Mining Ministry,
Civil Aviation, Petroleum, Natural Gas Ministry and various
other Central Government Ministries, all State
Governments, various Central and State public sector
undertakings, private companies, the bankers, our
principals and others for their valuable assistance and
guidance extended to the Company during the year. The
Directors express their gratitude to all stakeholders,
customers and suppliers for the trust and confidence
reposed by them on your Company year after year.

Your Directors also place on record the appreciation of
the sincere efforts made by employees which has
resulted in good performance of the Company.

Particulars of conservation of energy,
technology absorption, foreign exchange
earnings and outgo as per Section 134 of the
Companies Act, 2013, as read with Rule 8(3)
of the Companies (Accounts) Rules, 2014.

A. Conservation of Energy and Technology Absorption

The Company is in process of upgrading existing IBM
Power Series Server to its latest model which consumes
much less electrical power and conserves energy. Being
IT oriented Company, technological upgradation is a
continuous process in MSTC and has been fully achieved
by your Company.

B. Foreign Exchange Earnings & Outgo

The Company has no foreign exchange earnings and
foreign exchange outgo during the year 2024-25 as well
as in the previous year i.e. 2023-24.

^{For and on behaf of the Board of Directors} For and on behalf of the Board of Directors

^Sd/- Sd/-

^(Manobendra G^hoshal) (Manobendra Ghoshal)

^{Chairman and Mana}gⁱⁿg ^Director Chairman and Managing Director

^[din :0⁹⁷⁶23⁶8^] [din _:09762368]

^{Place : New Delhi} Place : New Delhi

^{Date : Ma}y ²⁹, ²⁰²⁵ Date : May 29, 2025

Mar 31, 2024

The Directors of your Company are pleased to present the 59^th Annual Report on the business and operations of the Company together with the Audited Financial Statements, Auditor''s Report and comments of the Comptroller & Auditor General of India for the year ended 31^st March, 2024.

Financial Highlights of the Company

During the financial year 2023-24 the Profit After Tax stands at '' 17,191 lakhs as against '' 23,923 lakhs in the previous year. Profit Before Tax was '' 28,444 lakhs compare to '' 31,348 lakhs in the previous year. Company has recorded total revenue of '' 51,929 lakhs. Total E-commerce income has increased from '' 34,893 lakhs to '' 36,409 lakhs.

The Standalone Financial results of the Company for the financial year 2023-24 and 2022-23 are given below:

('' in Lakhs)
Particulars	2023-24	2022-23
Total Income	51,929	49,801
Profit (Loss) before tax	28,444	31,348
Tax	11,253	7,425
Profit after tax	17,191	23,923
Paid up capital (Equity)	7,040	7,040
Reserves	59,417	52,363
Dividend (%)	155%*	150%**
PBT Per Employee	98.08	104.49
Earnings per share ('') (Face value ''10/-)	24.42	33.98

*(Dividend (%) for FY 2023-24 includes 1^st interim dividend @ 55%, 2^nd interim dividend @ 50% and final dividend proposed @ 50%)

**(Dividend (%) for FY 2022-23 includes 1^st interim dividend @ 55%, 2^nd interim dividend @ 63% and final dividend @ 32%)

Operational Highlights:

During the financial year 2023-24, the Company has crossed '' 1,41,58,657 Lakhs in terms of value of goods transacted through its trading and e-commerce verticals. Other operational highlights are as follows;

1. Circular Economy: In FY 2023-24 MSTC has added two more RVSFs (Registered Vehicle Scrapping Facility) at Guwahati and Bengaluru through its JV company MMRPL (Mahindra MSTC Recycling Pvt. Ltd) promoting Steel recycling towards circular economy.

2. ELV Auction Portal: MSTC launched ELV auction portal for disposal of ''End-Of-Life'' Vehicles for Central and State Govt. in compliance with the MoRTH''s notified Motor Vehicles (Registration and Functions of Vehicle Scrapping Facility) Rules, 2021. The services have now been extended for individual ELV owners also.

3. Coal Mine Auction for Commercial Mining: 20 Coal Mine blocks have been successfully allotted through auction for commercial mining in FY 2023-24.

4. Mineral Block Auction: 92 Major Mineral blocks have been successfully allotted through auctions for various States in FY 2023-24.

5. MSTC has developed the bidding portal for auction for leasing Critical Mineral Blocks. 6 (six) blocks of critical minerals have been auctioned successfully in FY 2023-24.

6. Auction of NPAs: In FY 2023-24, 10,815 Nos. of NPAs from various banks have been sold through auctions for a sale value of ''10,178 Crore.

Dividend

During the year, the Company paid a first interim dividend of '' 5.50 per share and a second interim dividend of '' 5.00 per share. In addition, the Board of Directors of your Company has recommended a final dividend of '' 5.00 per share for the year, thereby taking the total dividend for the year to '' 15.50 per share with a total pay-out of '' 10,912 Lakhs. The final dividend is payable to those Shareholders whose names appear in the Register of Members as on the Book Closure / Record Date. The dividend declared/ recommended for the year are in accordance with the Company''s dividend distribution policy. The Dividend Distribution policy as formulated by the Company may be accessed at the web link https://www.mstcindia.co.in/MSTC Static Pages/frontpag e/newpolicy/DIVIDENDDISTRIBUTIONPOLICY.pdf.

Reserves

The Reserves stand at '' 59,417.08 Lakhs as on 31^st March 2024.

Changes in Share Capital

The authorized share capital of your Company as on 31^st March, 2024 stands at '' 15,000.00 Lakhs divided into 1,500.00 Lakhs equity shares of '' 10.00 each. During the year under review there is no change in share capital of your company.

Directors Responsibility Statement

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

a) In preparation of the Annual Accounts, applicable Indian Accounting Standards (IND-AS) have been followed along with proper explanation relating to material departures.

b) The Directors have 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 as at 31^st March, 2024 and of the profit of the Company for the financial year 2023-24.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

d) The Directors have prepared the Annual Accounts for the year ended 31^st March, 2024 on a going concern basis.

e) The Directors had laid down internal financial controls of the Company and that such systems were adequate and operating effectively.

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.

Directors & Key Managerial Personnel

Shri Manobendra Ghoshal, Chairman and Managing Director, Smt. Bhanu Kumar, Director (Commercial) and Shri Subrata Sarkar, Director (Finance) and Chief Financial Officer are Whole-time Directors of the Company. Shri Manobendra Ghoshal is also acting as Chairman and Managing Director of Ferro Scrap Nigam Limited (FSNL), a wholly owned subsidiary of the Company and Chairman of Mahindra MSTC Recycling Pvt. Ltd. (MMRPL), a 50:50 joint venture of the Company. Smt. Bhanu Kumar is also acting as Director of FSNL. Shri Subrata Sarkar is also acting as Director of MMRPL.

During the year under review, Shri Surinder Kumar Gupta (DIN: 08643406) on attaining the age of superannuation ceased to be the Chairman and Managing Director of the Company w.e.f. 31^st December, 2023. The Board places on its record sincere gratitude for the valuable guidance and

support rendered by Shri Surinder Kumar Gupta during his association with the company. Consequent to his cessation as CMD of the Company he also ceased to the Chairman and Managing Director of FSNL and as Chairman of MMRPL. Administrative Ministry has vide its order no. S-14018/1/2022-BLA-Part(1) dated 14^th December, 2023 appointed Shri Manobendra Ghoshal (DIN: 09762368) as Chairman and Managing Director (CMD) of the company from the date of his assumption of charge till the date of his superannuation. Shri Manobendra Ghoshal has assumed the charge of Chairman and Managing Director of the Company w.e.f. 1^st January, 2024. The Ministry vide its orders dated 1^st January, 2024 has also appointed him as Chairman and Managing Director of FSNL.

Administrative Ministry has vide its order no. S-14011/ 1/2022-BLA dated 18^th July, 2024 appointed Shri Vinod Kumar Tripathi (DIN: 10711675), Joint Secretary, Ministry of Steel as Government Nominee Director on the Board of Directors of the Company in place of Smt. Ruchika Chaudhary Govil (DIN: 07601895) with immediate effect and until further order from the administrative Ministry. The Board places on its record sincere gratitude for the valuable guidance and support rendered by Smt. Ruchika Chaudhary Govil during her long association with the company.

Smt. Bhanu Kumar, (DIN 07982360) Director (Commercial) is retiring by rotation and being eligible offered herself for reappointment. The Directors recommended her reappointment in the ensuing Annual General Meeting of the Company.

The Company has received necessary declaration and certificate from all the Independent Directors confirming that they meet the criteria prescribed for Independent Directors under the applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and rules made there under.

A separate meeting of Independent Directors was held during the year.

The provisions of Section 134(3)(p) of the Companies Act, 2013 require a listed entity to include a statement indicating the manner of formal annual evaluation of performance of the Board, its Committees and of individual Directors. However, the said provisions are not applicable for Government Companies as the performance evaluation of Directors is carried out by the Administrative Ministry as per laid down evaluation methodology.

A brief profile of the Directors proposed to be appointed and reappointed at the ensuing AGM is provided in the Corporate Governance Report section. The details of the Key Managerial Personnel of the Company as on the date of this report are as follows;

SI. No.	KMP	Designation
1.	Shri Manobendra Ghoshal	Chairman and Managing Director
2.	Smt. Bhanu Kumar	Director (Commercial)
3.	Shri Subrata Sarkar	Director (Finance) & CFO
4.	Shri Ajay Kumar Rai	Company Secretary & Compliance Officer

The provisions of Section 134(3)(e) of the Companies Act, 2013 regarding the policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) are exempted for Government Companies.

Alteration in Object Clause

The Board of Directors of your company felt that MSTC Limited has diversified its business portfolio and emerged as a multi-product and a multi-functional organization and in order to make it more comprehensive and enabling decided to change the object clause of the Memorandum of Association by inserting some new object clause and to make some changes in the existing clauses. The proposal was approved by the board.

The Government of India through the Ministry of Steel vide its letter no. S-31021/20/2023-MFH dated 4^th March, 2024 has subject to the approval of the Shareholders of the Company have provided their approval for alteration in the Object Clause of Memorandum of Association of the Company. Subsequently, the shareholders of the company have also approved the proposal passed through the postal ballot. Approval of the Registrar of Companies (ROC) has also been obtained.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Hence, the provision of Section 188 of Companies Act, 2013 as amended are not attracted. Details of all related party transactions are provided in the financial statement in notes to accounts.

Thus, disclosures in Form AOC-2 are not required. Further there are no related party transactions with the Directors and KMP or other designated persons, which may have a

potential conflict with the interest of the Company. All Related Party Transactions are placed before the Audit Committee for approval.

The Company has a related party transaction policy and the same has been uploaded on the website of the Company at www.mstcindia.co.in.

The details of the related party transactions during the financial year are provided in note no. 34 of the standalone financial statement.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

In accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure-I to this Report.

Corporate Governance Report

Separate details on Corporate Governance Report along with the Compliance Certificate on Corporate Governance are attached herewith as Annexure-II and form part of the Board''s Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report forms part of the Board''s Report.

Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report is attached herewith as Annexure III and forms part of the Board''s Report. Annual Return

In compliance of Section 92 of the Companies Act, 2013 and Rules made thereunder, the Annual Return for the financial year 2023-24 is available on the Company''s Website at https://www.mstcindia.co.in/content/AnnualReturns.aspx

Corporate Social Responsibility

The Company is seriously committed to social upliftment. In line with the Companies Act, 2013, Companies (Corporate Social Responsibility Policy) Rules, 2014 & DPE guidelines, the Company has constituted a CSR Committee which functions as per the Govt. guidelines and the Company''s CSR policy. The CSR Policy of the Company has been approved by the Board and is hosted on the website of the Company.

The Company has undertaken various activities as per the CSR policy of the Company. The Projects/ programmes/ activities are taken up in line with Schedule VII of the Companies Act, 2013.

Annual Report on Corporate Social Responsibility as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is placed as Annexure IV and forms part of the Board''s Repost.

Secretarial Audit

In compliance with Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Saurabh Basu (Membership No. A18686), Practicing Company Secretary has been appointed as the Secretarial Auditor for the year 2023-24. The Report of the Secretarial Auditor as prescribed is enclosed as Annexure V to this Report.

The Secretarial Auditor has made following observations;

1. Regulation 17(1)(a) of SEBI LODR - The Board did not comprise of an Independent Woman Director for the period 1^stApril 2023 to 31^st March 2024.

2. Regulation 17(1)(b) of SEBI LODR - The requirement of having at least half of the Board of Directors as Independent Director is not complied for the period of 1^stApril 2023 to 31^st March 2024.

In this regard it is clarified that your Company is a Govt. Company under the administrative control of Ministry of Steel, Govt. of India. Neither the Board nor the Company is empowered to appoint Independent Directors as the power to appoint Independent Director vest with Government of India as per the Government guidelines. Company has requested administrative ministry for appointment of Independent directors and continuously following up.

The Secretarial Audit Report of Company''s unlisted material subsidiary i.e. Ferro Scrap Nigam Limited (FSNL) also forms part of the Board''s Report and is enclosed as Annexure VI.

Auditors

Pursuant to Section 139 of the Companies Act, 2013, the Comptroller and Auditor General of India, has appointed M/s. S Guha & Associates, Chartered Accountants (FRN: 322493E), as Statutory Auditors of the Company for the year 2023-24. The report of the Auditors is attached to the Financial Statements of the Company. Management replies on the comments/observations of the Auditors are placed as Annexure VII to the Board''s Report.

Comments by the Comptroller and Auditor General of India (CAG)

The comments of the CAG on the Annual Accounts of the Company in terms of Section 143(6) (b) of the Companies Act, 2013, shall be deemed as part of the Board''s Report.

Number of Meetings of the Board

The Board met six times during the financial year 2023-24. The details of number of meetings of the Board of Directors held during the year 2023-24 form a part of the Corporate Governance Report.

Disqualification of Directors

Pursuant to Section 164(2) of the Act and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014, all the Directors have intimated that, they stand free from any disqualification from being appointed as a Director. Notice of Interest by the Directors

Pursuant to Section 184(1) of the Act, Rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014 and applicable provisions of SEBI, all the Directors have given Notice of Interest.

Committees of the Board

MSTC has constituted five committees of the Board viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility (CSR) Committee, Stakeholders Relationship Committee and Risk Management Committee, details of which are provided in the Corporate Governance Report.

Audit Committee

The Company has in place a board level Audit Committee, the details in respect of which are given in the Corporate Governance Report. Further, there has been no instance where the Board of Directors has not accepted the recommendation of Audit Committee.

Corporate Social Responsibility (CSR) Committee In compliance of Section 135(1) of the Act, read with Rule 5 of the Companies (CSR Policy) Rules 2014, the Company had constituted CSR Committee of the Board with Shri Adya Prasad Pandey, Independent Director as Chairman, Dr. Vasant Ashok Patil, Independent Director, Shri Ashwini Kumar, Govt. Nominee Director and Shri Subrata Sarkar, Director (Finance) as members.

Subsidiary and Joint Venture Company Ferro Scrap Nigam Limited

Ferro Scrap Nigam Limited is the 100% Subsidiary of the Company. The financial result are given:

('' in Lakhs)
Particulars	2023-24	2022-23
Total Income	46,773	41,416
Profit/(Loss) before Tax	8,821	5,135
Profit/(Loss) after Tax	6,492	3,838

The detailed information relating to the subsidiary company in form AOC-1 in compliance with Section 129(3) of the Companies Act, read with Rule 5 of Companies (Accounts) Rules forms part of Annual Report as Annexure VIII. The Cabinet Committee on Economic Affairs (âCCEAâ), GoI, in its meeting held on 27^th October, 2016, accorded its ''inprinciple'' approval to disinvest entire equity shareholding held through MSTC in FSNL, through strategic disinvestment and transfer of management control. Government of India through Department of Investment and Public Asset Management, Ministry of Finance (âDIPAMâ) has selected transaction advisor and legal advisor to advise DIPAM and MSTC. Shareholders of MSTC had also approved the proposal of Strategic Disinvestment of FSNL.

Government of India has already invited Global Expression of Interest (EOIs) from the Interested Bidders (IBs) for proposed Strategic Disinvestment.

Mahindra MSTC Recycling Pvt. Ltd

MSTC had entered into a JV Agreement with Mahindra Intertrade Limited and formed a Joint Venture Company âMahindra MSTC Recycling Pvt. Ltd.â. MSTC through this JV, has set up India''s first authorised Collection and Dismantling centre at Greater Noida in 2018. RVSF units at Chennai and Pune were opened during 2020. Three more units at Indore, Hyderabad, Ahmedabad were operationalised during 2022. During the FY 2023-24, two dismantling centres at Bangalore and Guwahati has been operationalised and one RVSF facility at Pune has been closed. At present MMRPL has presence at 40 locations throughout India through its 33 collection centres and 7 dismantling centres. During the year ended 31^st March 2024, the Company earned an income of '' 2,981 lakhs as against a figure of '' 3,168 lakhs in previous year.

MMRPL has tied up with M&M Ltd., Renault India and Daimler as a partners for exchange scrap vehicles Pan India. MMRPL is also in discussion with other OEMs for tie-up. MMRPL has proposal to launch its Spare Parts Portal which is currently under development.

Consolidated Financial Results

In accordance with the provisions of the Companies Act, 2013 and the Accounting Standards issued by the Institute of Chartered Accountants of India, your Company has prepared the Consolidated Financial Statement for the group, including its subsidiary and joint venture.

The Summary of Consolidated Financial Results are as follows: ('' in Lakhs)
Particulars	2023-24	2022-23
Total Income	96,137	87,917
Profit/ (Loss) before tax	34,018	32,918
Tax	13,581	8,722
Profit after tax	20,437	24,196
Paid up capital (Equity)	7,040	7,040
Reserves	81,864	71,610
PBT Per Employee	117.30	109.73
Earnings per share (Rs.)	29.03	34.37
(Face value ?10/-)

Material Changes and Commitments, if any, affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company that have occurred between the close of the financial year ended 31^st March, 2024 and the date of Board''s Report.

Details of Significant and material order passed by the Regulators, Courts and Tribunals

No significant and material order has been passed by the Regulators, Courts and Tribunals impacting the going concern status and the Company''s operation in future. Particulars of Loans, Guarantees or Investments Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and Rules made there under are given in the notes to the financial statements.

Public Deposits

Your company has not accepted any deposits under the Companies Act, 2013 during the financial year ended 31^st March, 2024.

Compliance with DPE Guidelines and Policies

The guidelines and policies issued by the Department of Public Enterprise from time to time are duly complied with by the Company.

Compliance with Secretarial Standards

Your Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Internal Financial Controls

Your Company has put in place adequate internal financial controls for ensuring the efficient conduct of its business in adherence with laid-down policies; the safeguarding of its assets; the prevention and detection of frauds and errors; the accuracy and completeness of the accounting records; and the timely preparation of reliable financial information, which is commensurate with the operations of the Company.

M/s. S. Poddar & Co. (FRN: 320294E) was the Internal Auditor of the Company for the year and their reports are put up to the management at regular intervals and summarized statement of important issues are placed before the Audit Committee.

Systems

MSTC''s IT infrastructure is by far the most sophisticated and robust in the country to take up ecommerce services in a secure and transparent manner for more than 2,10,000 clients across the globe.

MSTC''s IT Department is equipped with the powerful RISC based IBM Power Series Servers having robust processing power and can serve more than ten thousand concurrent hits. The servers are highly energy efficient leading to saving of power and these servers are in operation with redundancy & high availability disaster recovery mode for providing uninterrupted services to our stakeholders like Principals, Bidders & other users. Mumbai Disaster Recovery site is also having a similar set up as in Kolkata Data Centre.

MSTC is concerned with information security issues and has left no stone unturned to achieve maximum security by installing different OEM Next Generation Firewall, Intrusion Prevention System (IPS), Managed Distributed Denial of Service (MDDoS), SSL etc.

The much needed security features ''Write Once Media'' which captures the Audit trails on a non-editable tamperproof media, has been the hallmark of MSTC''s e-Commerce system.

SSL Encryption

SSL (Secure Sockets Layer) is the standard security technology for establishing an encrypted link between a web server and a client end browser. This link ensures that all data passed between the web server and browsers remain private and integral. We have implemented 256-bit SSL in our web server with enforcement of TLS 1.2 & above.

All network equipment like routers, switches are from CISCO/CHECKPOINT and are totally ready for IPv6 migration. Security Appliances like Firewalls, IPS are in place to prevent unauthorized intrusion with latest signatures.

Periodical Application Security Testing is conducted by STQC, a Govt. of India Department. MSTC ensures security through periodical penetration, vulnerability & performance testing by STQC. MSTC conducts its business through a dedicated 155.52 MBPS ILL and also has another 100MBPS ILL connectivity taken from a different provider and with Point-to-Point (P2P) connectivity between DC & DR for data synchronization with redundancy. Two ILLs are in operation with load balancing with the implementation of Radware Link Load Balancer.

MSTC has developed an in-house browser independent e-Procurement solution with e-tendering, e-reverse auction, e-reverse auction with L1 matching and many other models. General Financial Rules, CVC guidelines, IT Act 2000 and its Amendment of 2008 have been adhered to in this e-Procurement application and the said service has been certified by STQC.

MSTC server in Kolkata is manned round-the-clock throughout the year. The Systems dept. is well equipped with qualified professionals whose skills are continuously upgraded with training on latest technology.

MSTC''s System Department is ISO 27001:2013 certified by STQC,

MSTC e-Commerce division is also ISO 9001:2015 Quality certified.

Developments of Information Technology during 2023-24

MSTC e-Commerce Systems is certified for ISO 27001:2013 by STQC and is valid up to 31^st October, 2025 (Information Security Management System Certification) and is under upgradation to ISO 27001:2022.

Security is in place with two different OEM Checkpoint & CISCO Next Generation Firewall at two levels (Perimeter & Server side).

ISO 9001:2015 certification is also maintained as per standards and this certificate is valid up to 19^th January, 2027.

Imperva Write-once management device is in place for better management & monitoring of activities related to data.

MSTC has developed in-house and implemented many customised projects like MP Sand portal, Portal for Sand Block in e-Tender followed by lottery in Chhattisgarh, Improvements for ELV portal with single MAC login, nCode multi-browser PKI implementation, OTP verification in buyer login across portals etc.

MSTC has also developed and customised in-house application of Narakas portal for all Steel CPSEs,

Implementation of Full-fledged on-the-fly translation of Jaivik kheti portal in multilingual format, State Dashboard to be used for Ministry and States in Jaivik kheti portal, Mobile App for ELV portal, Development and deployment of five packages for FSNL like E-Office, HRMS, Online Recruitment module, accounting module & Bill track etc.

MSTC has implemented Security Information & Event Management (SIEM) and Security Orchestration, Automation, & Response (SOAR) solutions in its Data Centre at Kolkata for automation in log collection, analysis and response for improved security across different devices and servers.

E-Commerce

In the recent times MSTC has been increasing focus on Automation, MIS Dashboards, Accessibility and API based integration for seamless services. In FY 2023-24, MSTC implemented a new Ticket Raising System to streamline the issue resolution process for bidders. This system offers a structured, fast, and transparent way for bidders to raise and track their concerns. Additionally major e-Bidding portals for Enterprise e-Procurement (V3), Mineral Allocation (MLCL, Critical and Exploration Licenses) and e-Auction of Bank NPAs (IBAPI) were upgraded to support multibrowser experience.

MSTC In-house Team, updated DEEP (Ministry of Power) module with Aggregated Thermal Power B(v) Scheme bidding module, under which e-Bid event for procurement of 4178 MW Power from 1^st April 2023 to 31^st March 2024 was successfully conducted. Additionally in DEEP, a dedicated portal for âPower Procurement from ICB Plants during Crunch Period(s)â was developed and launched.

Based on the Notifications from Ministry of Finance and Ministry of Road, Transport and Highways, MSTC Launched a dedicated End of Life Vehicle Scrapping Portal (ELV), where RVSFs (Registered Vehicle Scrapping Facilities) can purchase End of Life Vehicles (ELVs) of various Govt. entities through e-Auction and Individual Seller(s) through Direct Purchase. Using the portal both Institutional and Individual sellers can list their ELV''s for sale through auctions or listing. A mobile app for Individual seller was also launched for ease of use. Two tranches of e-Auction for Spectrum were successfully conducted by MSTC Limited at the behest of Department of Telecommunications. For 5G spectrum auction conducted in FY 2022-23, GoI earned a revenue of '' 1,50,173 crore. For the 3^rd tranche of events, all the formalities have been completed in the portal for necessary compliance.

In Coal Linkage Schemes, new events in Shakti B(II), NRS Linkage and Shakti B(III) Long and Medium Term were successfully conducted.

In FY 2023-24, MSTC upgraded the portal for auctioning of Mining leases and Composite Licenses to include bidding for Critical mineral blocks and granting license for exploration of Mines, as per the guidelines issued by Ministry of Mines, Government of India. Events for granting of mine block exploration license are in-process for various states governments such as Andhra Pradesh, Chhattisgarh, Karnataka, Madhya Pradesh, Maharashtra and Rajasthan. While events for allocation of Critical mineral mines such as Lithium, Nickel, Chromium, Graphite, Titanium, Graphite etc have been taken up, with 6 bidding processes completed within the year itself. The upgraded portal has facilities for two cover e-Tenders followed by e-Forward Auctions or e-Reverse Auctions, as per specific guidelines of Ministry of Mines.

Portal(s) for minor mineral auctions for the state Govt. of Madhya Pradesh, Chhattisgarh and Odisha was also developed in FY 2023-24.

In FY 2023-24, MSTC has generated revenue from operations from service charges on e-Commerce to the tune of '' 28,028 Lakhs (previous year '' 29,232 Lakhs).

In the upcoming year, MSTC plans to increase automation to a significant degree and to improve the user experience with dedicated dashboards. A key focus area for this will include upgradation of Catalogue generation, e-Payment facilities, dedicated Seller and Buyer Dashboard(s), integrating with various clients like Rajasthan Mines dept., Banks for collection of payments, NIC for accepting COD data, Karnataka Forest dept. Kerala Treasury, Chhattisgarh forest dept etc.

In 2023-24, MSTC had executed 78,145 no. of Auctions/ events through its portal for general e-Auction, Coal e-Auction and e-Procurements.

MSTC has procured goods and services through GeM portal and such procurement percentage comes to 91% of total procurement made during the FY 2023-24.

MoU Performance

The Memorandum of Understanding (MoU) with the Government of India setting performance parameters and targets for the year 2023-24 was signed by Chairman and Managing Director of the Company and Secretary (Ministry of Steel), Govt. of India, on 24^th August, 2023. MoU targets for the Company continue to be more challenging and tougher over the years. However, the Company has been continuously striving to achieve new heights in terms of performance numbers. The performance rating for the financial year 202324 is under evaluation.

In terms of DPE guidelines, the evaluation of financial parameters of MSTC will be done as a Group comprising of

wholly owned subsidiary i.e. Ferro Scrap Nigam Ltd. (FSNL) and 50:50 JV company i.e. Mahindra MSTC Recycling Pvt. Ltd. (MMRPL), based on Consolidated Financial Results. Human Resource Development (HRD)

MSTC Limited has always considered its human resource as the most important resource. With the increase in the volume of business and employees retiring from the Company, an assessment of manpower requirement was undertaken by the Company to identify the optimum requirement for the Company so that process can be initiated for filling up the same. No recruitments were made in 2023-24.

Since we are a people-oriented company, development of employees through training has been an important area of HR activities. Emphasis was laid on competency building of employees for higher roles in the Company. The company has trained 176 executives and 25 non-executives in various training programs held by Centres of excellence in India on topics for capability enhancement and skill development. The topics for training were chosen to promote overall development and to foster understanding, collaboration, teamwork and leadership qualities amongst the employees in the organization. Further out of the total employees trained 219 executives and 59 non-executives were trained in-house for development of their capabilities.

Welfare of Weaker Sections

The Presidential Directives issued from time to time in regard to reservation, relaxation, concession, etc. for the SC/ ST/OBC/PWD candidates pertaining to the policies and procedures of the Government were duly observed. The directives in matters concerning recruitment and promotion regarding the weaker sections have been duly complied with. All Departmental Promotion Committees constituted during the year had representatives of SC/ST community.

During the year, 43 SC, 15 ST, 83 OBC and all PWD employees

of the Company, were sponsored for in-house and Institutional training programmes. In addition, all possible cooperation and assistance is provided to the MSTC SC/ST Employees'' Council, which functions primarily to safeguard the interest of the reserved section of employees of the Company.

Empowerment of Women

MSTC is a Corporate Life Member of Forum of Women in Public Sector (WIPS) and women employees were nominated in the programs organized by WIPS. Internal Complaints Committees constituted in all the offices of MSTC have been functioning successfully. Periodical meetings and Complaint redressal, awareness programs, etc. are also duly conducted by the Committees.

Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MSTC has in place a mechanism for prevention and redressal of sexual harassment of women employees at the workplace, in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committees (ICCs) have been set up in all the offices of the Company for rendering necessary assistance to and dealing with complaints, if any, of all the women employees of the Company. All employees (permanent, outsourced, trainees etc.) are covered under this policy. Workshops are held with an objective to create awareness among the employees.

(a) Number of Complaints filed during the financial year 2023-24 : Nil

(b) Number of complaints disposed off during the financial year 2023-24 : NA

SC/ST/OBC/Physically Handicapped Employees status as on 31^st March 2024
GROUP	TOTAL	SC(%)	ST(%)	OBC(%)	PHYSICALLY HANDICAPPED (%)
A	220	34(15.45)	12(5.45)	63(28.63)	7(3.18)
B	2	1(50.00)	NIL	NIL	NIL
C	64	9(14.06)	3(4.68)	20(31.25)	2(3.12)
D	4	2(50.00)	NIL	NIL	NIL
TOTAL	290	46(15.86)	15(5.17)	83(28.62)	9(3.10)
# PWD is on interlocking basis with other castes and categories.
	Male/Female Employees as on 31^st March 2024
			MALE	FEMALE	TOTAL
EXECUTIVE			183	37	220
NON-EXECUTIVE			60	10	70
TOTAL			243	47	290

Grievance Redressal Mechanism

MSTC has Public Grievance Redressal Cells. There are total eight (08) cells in regions and branches of the organisation and there is a Public Grievance Officer and Nodal Authority in the Head Office. There is a facility of online registration for lodging grievance on the Company''s website www.mstcindia.co.in. MSTC has also implemented Centralised Public Grievance Redress and Monitoring System (CPGRAMS) for online receipt and disposal of public grievances, so that grievance can be sorted out immediately and to take action to solve the case. Some grievances are also received by post. Action is taken to address and redress grievances received from outside and staff of the organisation.

Apart from the cells, a Grievance Committee is also constituted at Head Office. The Grievance Committee makes recommendations after examination of the grievances and comments obtained from the concerned department/ region/branch.

The Grievance Committee meets at periodical intervals to review the cases. The Centralised CPGRAMS and Public Grievance site of the Company are monitored regularly by Head Office.

MSTC also has a Ticket Raising System (TRS) designed to address stakeholder''s concerns according to contemporary industry standards. MSTC also responds to the complaints of the stakeholders through its dedicated helpdesk

Statement of Public Grievances for the period of 1^st April, 2023 to 31^st March, 2024 is as under:
Types of Grievances	Grievances outstanding Grievances received as on 1^st April, 2023 in 2023-24	Grievances disposed off in 2023-24	Grievances outstanding as on 31^st March, 2024
MSTC (CPGRAMS)	o o 00 o	30	01*
MSTC Grievance Site	o o N> 00	23	00
*one public grievance was under process as on 31^st March, 2024 which has been disposed-off subsequently in the month of April, 2024.

Right to Information Act 2005

Your Company has aligned with the online RTI portal launched by DoPT and all the applications / appeals received through the portal have been disposed off through the portal, namely https://rtionline.gov.in. Provisions of RTI Act 2005 have been complied with for processing the RTI applications and appeals received in all offices of MSTC. There is one Transparency Officer, one First Appellate Authority, one CPIO,

one Nodal Officer in MSTC, Head office and every region/branch has one PIO for effectively processing the RTI applications received at various locations of the Company.

All quarterly reports have been uploaded online on CIC site. During 1^st April, 2023 to 31^st March, 2024, a total of 164 RTI applications have been received through online and by post. A total of 19 First Appeals have been received. Out of the above, 161 RTI Applications and 17 First Appeals have been

disposed off. The remaining RTI applications and appeal are under process.

Official Language

In order to promote use of Official Language in your Company, the following activities had been undertaken:

MSTC Official Language Implementation Calendar The MSTC Official Language Implementation Calendar 202324 was published to ensure implementation of the annual programme released in the year 2023-24 by the Department of Official Language, Ministry of Home Affairs, Government of India for compliance with the Official Language Policy of the Union. As a result, there has been an improvement in awareness and implementation of Official Language at employees level.

Official Language Implementation Committee

Total 18 implementation committees are constituted in MSTC at the Head Office and various regional and branch offices. Implementation Committee meetings are held regularly at the Head Office under the chairmanship of the Chairman and Managing Director. Official Language coordinators of regional and branch offices also participate in such meetings. Four such review meetings have been organized during the year. Town Official Language Implementation Committee MSTC Ltd. HO is an active member of Narakas (Undertaking) Kolkata. Chairman and Managing Director MSTC has participated in the half yearly meeting organized by Narakas on 25^th August 2023 and 31^st December 2023. The web portal for Narakas-Undertaking-Kolkata has been developed by MSTC and was launched on 25^th August 2023. The 28^th edition of in-house magazine of Narakas-Undertaking-Kolkata, was edited by the Manager (Official Language), MSTC. MSTC has been awarded first prize by Narakas-Undertaking-Kolkata for best official language implementation in corporate office category and also consolation prize in magazine publishing. Award was given to the Chairman and Managing Director of MSTC Ltd for his active participation for the year 2023-24 in the half yearly meeting of Narakas, Undertaking, Kolkata (31^st January, 2024). Among regional and branch offices, Telangana regional office got first, Madhya Pradesh branch office got second, Chandigarh regional office got third and Gujarat regional office got consolation prize from their respective Narakas. Overall, for the first time MSTC Ltd has set a record of receiving 5

Narakas Awards cumulatively.

Official Language Awareness Week

MSTC Ltd is committed to steady progress in the implementation of the Official Language. Official Language Awareness Week was organized during 31^st May, 2023 to 6^thJune, 2023.

Official Language fortnight

Official Language Fortnight-2023 was organized during the period from 14^th September, 2023 to 29^th September, 2023. Various type of competition were held for employees and their family members. Prize were distributed at the closing ceremony.

Seminar, Conference, Workshops and Hindi Language Training

Official Language Coordinators Conference - 2023 was organized on 28^th September 2023 in which officers of all regional and branch officers also participated.

''One day workshop on Narakas web page'' was organized on 15^th December, 2023 under the aegis of Narakas Undertaking, Kolkata, with the courtesy of MSTC Ltd and Power Grid Office. The central theme of the event was -Narakas Web Portal. This web portal was developed by MSTC Ltd. Northern Regional Office organized âNews Readingâ competition and Gujarat Regional Office organized âLook at the Pictures and Write Poemsâ competition.

Making innovative efforts in the field of Official Language workshop, a workshop was organized on the topic ''Constitutional provisions of official language and their use'' (21^st December, 2023) and ''Use of Hindi in computers'' (13^th February, 2024) at all India level with internally prepared study material.

During the year 2023-24, 19 employees were nominated to get trained in the July-November 2023 session and 31 employees in January-May 2024 under the Hindi Language Training of the Central Hindi Training Institute at the Head Office. Of these, 14 were given training under Parangat, 26 under Pragya and 10 under Praveen training. 15 employees in regional and branch offices also received language training from the Central Hindi Training Institute.

Inspection of Parliamentary Official Language Committee etc.

Chandigarh (19^th April, 2023), Chhattisgarh (25^th May, 2023), Uttar Pradesh (17^th June, 2023), Jharkhand (13^th July, 2023) and Gujarat (10^th January, 2024) office were inspected by the Parliamentary Official Language Committee. On 7^th November 2023, as part of the inspection of Narakas-Undertaking-Kolkata, MSTC Ltd., Head Office along with

5 other member offices were also inspected by the Articles and Evidence Sub-Committee of the Parliamentary Official Language Committee.

Jharkhand (5^th June, 2023), Odisha (26^th November, 2024), Kerala (11^th March, 2024) and Northern Regional Office (13^th March, 2024) were inspected by the Ministry of Steel in the financial year 2023-24. MSTC Ltd has consistently shown excellent performance in the implementation of Official Language in all the inspections.

Rajbhasha Sangati

âRajbhasha Sangatiâ published by MSTC is the first multimedia web magazine in Hindi, which can be read, heard, and viewed. For its innovation the magazine was awarded consolation prize in the field of magazine publishing by Narakas, Undertaking, Kolkata on 25^th August, 2023.

MSTC Shabdanjali (English-Hindi Dictionary)

Work on MSTC Shabdanjali(English-Hindi Dictionary) started with the aim to expand the use of Official Language in the office. The first and second drafts have been presented to the members of the Official Language Implementation Committee on 27^th March, 2024 for suggestions and guidance. After receiving suggestions and guidance, MSTC Shabdanjali will be published.

Vigilance Setup

The vigilance department serves as the guardian of integrity within the organizations, ensuring adherence to ethical standards and compliance of guidelines. It plays a pivotal role in detecting and preventing fraud, corruption, misconduct, safeguards the reputation and trust of organization, and preserves public confidence. The vigilance set up of MSTC is headed by Chief Vigilance Officer (CVO), directing anti-corruption efforts, ensuring adherence to ethical standards, conducting impartial investigations to maintain organizational integrity, and fostering a culture of transparency and accountability. The vigilance department advises the management in all matters pertaining to vigilance. The major work profile of the Vigilance department comprises: investigation of complaints received from the Customers, Principals, Bidders, Contractors, Company employees, individuals & other stakeholders, Ministry of Steel, CVC, PMO, MSTC Management, News reports, Audit reports and other sources; preventive vigilance activities like surprise checks, regular inspections, surveillance/scrutiny of procurement & contract files, CTE type inspections, system study, monitoring of sensitive posts, preparation of list of officials of doubtful integrity & Agreed list and their surveillance; scrutiny of property returns of employees and coordination with the

Central Vigilance Commission (CVC), Chief Technical Examiner (CTE), Central Bureau of Investigation (CBI), Ministry of Steel, etc.

Some of the important activities undertaken by the Vigilance Department during FY2023-24 are as follows:

a) 49 complaints received and 41 complaints disposed of including 02 complaints referred by the Commission.

b) 15 contracts/audit reports scrutinized.

c) 10 Surprise Checks and 08 Regular Inspections were conducted.

d) 01 CTE Type Inspection/Systems Study was conducted.

e) Based on vigilance activities, 08 Systemic Improvements were recommended to the management.

f) Scrutiny of 86 Property returns was undertaken which constitute more than 29.86% of total employees.

g) Training Programmes: One Vendor Meet was organized by Vigilance Department during Vigilance Awareness Week-23. 13 Preventive Vigilance Training Sessions were organized through physical/online mode where more than 120 employees were covered. 06 Sensitization Programs were conducted at various MSTC offices located at Mumbai, Hyderabad, Kolkata (HO), Ranchi, Chennai, etc.

h) In accordance with the CVC instructions, as a prelude to VAW-2023, a three-months campaign was undertaken successfully from 16^th August to 15^th November 2023 focusing on 06 preventive vigilance areas.

Vigilance Awareness Week:

Vigilance Awareness Week - 2023 was observed with the theme ^T ^t; / Say no

to Corruption; Commit to the Nationâ in all offices of MSTC. Organization website was being extensively used for the wider dissemination of the observance of Vigilance Awareness Week on the theme for the employees as well as public. Radio jingles were played on FM Stations in Delhi & Kolkata to inspire public for taking Integrity Pledge on Vigilance Awareness Week. 5^th edition of MSTC''s in house Vigilance Magazine âJaagratâ was published on this occasion containing various articles/poems written by MSTC''s employees based on Vigilance Awareness Week theme. The messages received from the Hon''ble President, VicePresident, Prime Minister, and CVC were also published in the Vigilance Corner of the organization website. Skit Play, Walkathon and Candle-Light Vigil March on the theme was organized to spread awareness amongst the employees of Corporate Office and Eastern Regional Office. Customer Grievance Redressal Camps were organised at various offices of MSTC. Competitions such as Elocution, Essay, Slogan, Painting and Quiz competitions involving MSTC

employees (241 Nos.) and their wards and School & College students of Kolkata were also organized.

Compliance of recommendations made by the Committee on Papers Laid on the Table (Rajya Sabha) in its 150^thReport:

Details of cases initiated / disposed-off during the financial year 2023-24.

- No of cases pending as on 31^st March 2023: 7

- No. of cases initiated during 2023-24: 1

- No. of cases pending as on 31^st March 2024: 1 Nature of Pending case: Irregularities observed towards conducting e-Auctions.

- Officer involved: Investigation is ongoing.

- Charge sheet issue on: N.A.

- Disciplinary Proceedings: N.A.

Acknowledgement

The Board of Directors wish to place on record their gratitude to the Hon''ble Union Minister for Steel, Hon''ble Minister of State for Steel, Secretary (Steel), Additional Secretary and FA (Steel), and other officials of the Ministry of Steel, Defence Ministry, Coal Ministry, Mining Ministry, Civil Aviation, Petroleum, Natural Gas Ministry and various other Central Government Ministries, all State Governments, various Central and State public sector undertakings, private companies, the bankers, our principals and others for their valuable assistance and guidance extended to the Company during the year. The Directors express their gratitude to all stakeholders, customers and suppliers for the trust and confidence reposed by them on your Company year after year. Your Directors also place on record the appreciation of the sincere efforts made by employees which has resulted in excellent performance of the Company.

Mar 31, 2023

The Directors of your Company are pleased to present the 58^th Annual Report on the business and operations of the Company together with the Audited Financial Statements, Auditor''s Report and comments of the Comptroller & Auditor General of India forthe year ended 31^st March, 2023.

Financial Highlights of the Company

During the financial year 2022-23 the Profit After Tax stands at ? 23,923 lakhs as against ? 20,005 lakhs in the previous year. Profit Before Tax was ? 31,348 lakhs compare to ? 22,004 lakhs in the previous year. Company has recorded total revenue of ? 49,801 lakhs. Total E-commerce income has increased from ? 29,406 lakhs to ? 34,893 lakhs.

The Standalone Financial results of the Company for the financial year 2022-23 and 2021-22 are given below:

(Rs. in Lakhs)
Particulars	2022-23	2021-22
Total Income	49,801	74,957
Profit (Loss) before tax	31,348	22,004
Tax	7,425	1,999
Profit after tax	23,923	20,005
Paid up capital (Equity)	7,040	7,040
Reserves	52,363	39,504
Dividend (%)	150% *	129%**
PBT Per Employee	104.49	69.85
Earnings per share (?) (Face value ?10/-)	33.98	28.42

*(Dividend (%)for FY2022-23 includes 1^st interim dividend @ 55%, 2^nd interim dividend @ 63% and final dividend proposed @32%)

**(Dividend (%) for FY 2021-22 includes 1^st interim dividend @ 20%, 2^nd interim dividend @ 65% and final dividend @44%)

Operational Highlights:

During the financial year 2022-23, the Company has crossed ? 3,01,591 Crore in terms of value of goods transacted through its trading and e-commerce verticals which is 120% increase over the value of goods traded in 2021-22. Other operational highlights are as follows;

1. Circular Economy: MSTC hasset up six RVSFs (Registered Vehicle Scrapping Facility) at Noida, Chennai, Pune, Indore, Ahmedabad & Hyderabad, through its JV company MMRPL (Mahindra MSTC Recycling Pvt. Ltd),

which are operational. Three more plants at Guwahati, Bengaluru & Fatehgarh Sahib are in advance stage of statutory approval.

2. ELV Auction Portal: MSTC launched ELV auction portal for disposal of ''End-Of-Life'' Vehicles for Central and State Govt, in compliance with the MoRTH''s notified Motor Vehicles (Registration and Functions of Vehicle Scrapping Facility) Rules, 2021. The service was offered free of cost till March, 2023. The services have now been extended for individual ELV owners also.

3. Spectrum Auction: On behalf of Department of Telecom (DoT), MSTC Limited has successfully conducted auction forallocationof 4G/5GSpectrum. DoThasearned record revenue of ? 1,50,173.29 crore for Govt, of India from this auction.

4. Coal Mine Auction for Commercial Mining: Around 60 Coal Mine blocks have been successfully allotted through auction for commercial miningin FY 2022-23.

5. Mineral Block Auction: 94 Major Mineral blocks have been successfully allotted through auctions for various States and in FY 2022-23.

6. Auction of NPAs: Total 9000 Nos. (approx.) of NPAs from various banks have been sold through auctions for a sale value of ? 7000 crore (approx.).

Dividend

During the year, the Company paid a first interim dividend of ? 5.50 per share and a second interim dividend of ? 6.30 per share. In addition, the Board of Directors of your Company has recommended a final dividend of ? 3.20 per share for the year, thereby taking the total dividend for the year to ?15 per share with a total pay-out of ? 10,559.80 Lakhs. The dividend is payable to those Shareholders whose names appear in the Register of Members as on the Book Closure / Record Date. The dividend declared/ recommended for the year are in accordance with the Company''s dividend distribution policy. The Dividend Distribution policy as formulated by the Company may be accessed at the web link https://www.mstcindia.co.in/MSTC_Static_Pages/frontpag e/newpolicy/DIVIDENDDISTRIBUTIONPOLICY.pdf.

Reserves

The Reserves stand at ? 52,363 Lakhs as on 31^st March 2023.

Changes in Share Capital

The authorized share capital of your Company as on 31^stMarch, 2023 stands at ? 15,000.00 Lakhs divided into 1,500.00 Lakhs equity shares of ? 10.00 each. During the year under review there is no change in share capital of your company.

Directors Responsibility Statement

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

a) In preparation of the Annual Accounts, applicable Indian Accounting Standards (IND-AS) have been followed along with proper explanation relating to material departures.

b) The Directors have 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 as at 31^st March, 2023 and of the profit of the Company forthe financial year 2022-23.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 forsafeguardingthe assets of the Company and for preventingand detectingfraudsand other irregularities.

d) The Directors have prepared the Annual Accounts for the year ended 31^st March, 2023 on a going concern basis.

e) The Directors had laid down internal financial controls of the Company and that such systems were adequate and operating effectively.

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.

Directors & Key Managerial Personnel

Shri Surinder Kumar Gupta, Chairman and Managing Director, Smt. Bhanu Kumar, Director (Commercial) and Shri Subrata Sarkar, Director (Finance) and Chief Financial Officer are Whole-time Directors of the Company. Shri Surinder Kumar Gupta is also acting as Chairman and Managing Director of Ferro Scrap Nigam Limited (FSNL), a wholly owned subsidiary of the Company and Chairman of Mahindra MSTC Recycling Pvt. Ltd. (MMRPL), a 50:50 joint venture of the Company. Smt. Bhanu Kumar is also acting as Director of FSNL. Shri Subrata Sarkar is also acting as Director of MMRPL.

During the current financial year Shri Awadhesh Kumar Choudhary(DIN: 06942194), Govt. Nominee Director ceased to be the member of the Board with effect from 28^th March, 2023. The Board places on its record sincere gratitude for the valuable guidance and support rendered by Shri Awadhesh Kumar Choudhary during his association with the company. Consequent to his retirement from the Board he also ceased to be the Chairman of Risk Management Committee and Member of Nomination and Remuneration Committee and Corporate Social Responsibility Committee of the Board.

Administrative Ministry has vide its order no. S-14011/1/2022-BLA dated 28^th March, 2023 appointed Shri Ashwini Kumar (DIN: 07598593), Economic Adviser, Ministry of Steel as Govt. Nominee Director on the Board of Directors of the Company in place of Shri Awadhesh Kumar Choudhary with immediate effect and until further order from the administrative Ministry.

Shri Surinder Kumar Gupta, (DIN 08643406) Chairman and Managing Director is retiring by rotation and being eligible offered himself for reappointment. The Directors recommended his reappointment in the ensuing Annual General Meeting of the Company.

The Company has received necessary declaration and certificate from all the Independent Directors confirming that they meet the criteria prescribed for Independent Directors under the applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and rules made there under.

Aseparate meeting of Independent Directors was held during the year.

The provisions of Section 134(3)(p) of the Companies Act, 2013 require a listed entity to include a statement indicating the manner of formal annual evaluation of performance of the Board, its Committees and of individual Directors. However, the said provisions are not applicable for Government Companies as the performance evaluation of Directors is carried out by the Administrative Ministry as per laid down evaluation methodology.

SI. No.	KMP	Designation
1.	Shri Surinder Kumar Gupta	Chairman and Managing Director
2.	Smt. Bhanu Kumar	Director (Commercial)
3.	Shri Subrata Sarkar	Director (Finance) & CFO
4.	Shri Ajay Kumar Rai	Company Secretary & Compliance Officer

The provisions of Section 134(3)(e) of the Companies Act, 2013 regarding the policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) are exempted for Government Companies.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis and were in

the ordinary course of business. Hence, the provision of Section 188 of Companies Act, 2013 as amended are not attracted. Details of all related party transactions are provided inthefinancialstatementin notes to accounts.

Thus, disclosures in Form AOC-2 are not required. Further there are no related party transactions with the Directors and KMP or other designated persons, which may have a potential conflict with the interest of the Company. All Related Party Transactions are placed before the Audit Committee for approval.

The Company has a related party transaction policy and the same has been uploaded on the website of the Company at www.mstcindia.co.in.

The details of the related party transactions during the financial year are provided in note no. 37 of the Standalone financial statement.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

In accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure-I to this Report.

Corporate Governance Report

Separate details on Corporate Governance Report along with the Compliance Certificate on Corporate Governance are attached herewith as Annexure-ll and form part of the Board''s Report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report forms part of the Board''s Report.

Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report is attached herewith as Annexure III and forms part of the Board''s Report.

Annual Return

In compliance of Section 92 of the Companies Act, 2013 and Rules made thereunder, the Annual Return for the financial year 2022-23 is available on the Company''s Website at httDs://www.mstcindia.co.in/content/AnnualReturns.asDx

Corporate Social Responsibility

The Company is seriously committed to social upliftment. In line with the Companies Act, 2013, Companies (Corporate Social Responsibility Policy) Rules, 2014 & DPE guidelines, the Company has constituted a CSR Committee which functions as perthe Govt, guidelines and the Company''s CSR policy. The CSR Policy of the Company has been approved by the Board and is hosted on the website of the Company.

The Company has undertaken various activities as per the CSR policy of the Company. The Projects/ programmes/ activities are taken up in line with Schedule VII of the Companies Act, 2013.

Annual Report on Corporate Social Responsibility as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is placed as Annexure IV and form part of Board Report.

Secretarial Audit

In compliance with Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Saumayo Jyoti Seal (Membership No. F9766), Practicing Company Secretary has been appointed as the Secretarial Auditor for the year 2022-23. The Report of the Secretarial Auditor as prescribed is enclosed as Annexure V to this Report.

The Secretarial Auditor has madefollowingobservations;

1. Composition of Board with regard to minimum number of Independent Directors are not complied as per the provisions of Regulation 17(l)(b) of SEBI (LODR) Regulation, 2015. There exists shortage in the number of Independent Director including Independent Woman Director during the financial year under review. It has been brought to my knowledge that NSE and BSE had issued notice for the aforesaid non-compliance and charged penalty. Further, the Company has applied for waiver of the penalty, charged, on the ground that appointment of the Directors on the Board is made by the Government of India and not within the powers of the MSTC Board.

In this regard it is clarified that your Company is a Govt. Company underthe administrative control of Ministry of Steel, Govt, of India. Neither the Board nor the Company is empowered to appoint Independent Directors as the power to appoint Independent Director vest with Government of India as per the Government guidelines.

The Secretarial Audit Report of Company''s unlisted material subsidiary i.e. Ferro Scrap Nigam Limited (FSNL) also forms part of the Board''s Reportand is enclosed as Annexure VI.

Auditors

Pursuant to Section 139 of the Companies Act, 2013, the Comptroller and Auditor General of India, has appointed M/s. S Ghose & Co. LLP Chartered Accountants (FRN: 302184E), as Statutory Auditors of the Company for the year 2022-23. The report of the Auditors is attached to the Financial Statements of the Company. Management replies on the comments/observations of the Auditors are placed as Annexure VII to the Board''s Report.

Comments by the Comptroller and Auditor General of India (CAG)

The comments of the CAG on the Annual Accounts of the Company in terms of Section 143(6) (b) of the Companies Act, 2013, shall be deemed as part of the Board''s Report.

Number of Meetings of the Board

The Board met five times during the financial year 2022- 23. The details of number of meetings of the Board of Directors held during the year 2022-23 form a part of the Corporate Governance Report.

Disqualification of Directors

Pursuant to Section 164(2) of the Act and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014, all the Directors have intimated that, they stand free from any disqualification from being a Director.

Notice of Interest by the Directors

Pursuant to Section 184(1) of the Act, Rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014 and applicable provisions of SEBI, all the Directors have given Notice of Interest.

Committees of the Board

MSTC has constituted five committees of the Board viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility (CSR) Committee, Stakeholders Relationship Committee and Risk Management Committee, details of which are provided in the Corporate Governance Report.

Audit Committee

The Company has in place a board level Audit Committee, in terms of the requirements of the Companies Act, 2013 read with rules made thereunder and Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the details in respect of which are given in the Corporate Governance Report. Further, there has been no instance where the Board of Directors has not accepted the recommendation of Audit Committee.

Corporate Social Responsibility (CSR) Committee

In compliance of Section 135(1) of the Act, read with Rule 5 of the Companies (CSR Policy) Rules 2014, the Company had constituted CSR Committee of the Board with Shri Adya Prasad Pandey, Independent Director as Chairman, Dr. Vasant Ashok Patil, Independent Director, Shri Ashwini Kumar, Govt. Nominee Director and Shri Subrata Sarkar, Director (Finance) as members.

Subsidiary Company and Joint Venture Ferro Scrap Nigam Limited

Ferro Scrap Nigam Limited is the 100% Subsidiary of the Company. Thefinancial result are given:

(? in Lakhs)
Particulars	2022-23	2021-22
Total Income	41,416	41,539
Profit/(Loss) before Tax	5,135	5,418
Profit/(Loss) after Tax	3,838	4,036

The Cabinet Committee on Economic Affairs ("CCEAâ), Gol, in its meeting held on 27^th October, 2016, accorded its ''inprinciple'' approval to disinvest entire equity shareholding held through MSTC in FSNL, through strategic disinvestment and transfer of management control. Government of India through Department of Investment and Public Asset Management, Ministry of Finance (âDIPAM") has selected transaction advisor and legal advisor to advise DIPAM and MSTC. Shareholders of MSTC had also approved the proposal of Strategic Disinvestment of FSNL.

Government of India has already invited Global Expression of Interest (EOls) from the Interested Bidders (IBs) for proposed Strategic Disinvestment.

Mahlndra MSTC Recycling Pvt. Ltd.

MSTC had entered into a JV Agreement with Mahindra Intertrade Limited and formed a Joint Venture Company âMahindra MSTC Recycling Pvt. Ltd.ââ. MSTC through this JV, has set up India''s first authorised Collection and Dismantling centre at Greater Noida in 2018. Two more RVSF units were opened at Chennai and Pune during 2020.

During the FY 2022-23, 4 dismantling centres at Indore, Hyderabad, Ahmedabad and Guwahati has become operational and two RVSF units at Bangalore and Fateh Garh Sahib, Punjab are expected to be in operation shortly. At present MMRPL has presence at 41 locations throughout India through its 32 collection centres and 9 dismantling centres. The Company''s output from the recycling operations was well received by the market. During the year ended 31^stMarch 2023, the Company earned an income of ? 3,168 Lakhs as against a figure of? 1,748 Lakhs in previous year.

Consolidated Financial Results

In accordance with the provisions of the Companies Act, 2013 and the Accounting Standards issued by the Institute of Chartered Accountants of India, your Company has prepared the Consolidated Financial Statementforthe group, including itssubsidiary and joint venture.

The Summary of Consolidated Financial Results are as follows:

(T in Lakhs)
Particulars	2022-23	2021-22
Total Income	87,917	1,12,333
Profit/ (Loss) before tax	32,918	23,290
Tax	8,722	3,380
Profit after tax	24,196	19,910
Paid up capital (Equity)	7,040	7,040
Reserves	71,610	58,364
PBT Per Employee	109.73	73.94
Earnings per share ('')	34.37	28.28
(Face value '' 10/-)

Material Changes and Commitments, if any, affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company that have occurred between the close of the financial year ended 31^st March, 2023 and the date of Board''s Report.

Details of Significant and material order passed by the Regulators, Courts and Tribunals

No significant and material order has been passed by the Regulators, Courts and Tribunals impactingthegoingconcern status and the Company''s operation in future.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and Rules made there under are given in the notes to the financial statements.

Public Deposits

Your company has not accepted any deposits under the Companies Act, 2013 during the financial year ended 31^stMarch, 2023.

Compliance with DPE Guidelines and Policies

The guidelines and policies issued by the Department of Public Enterprise from time to time are duly complied with by the Company.

Compliance with Secretarial Standards

Your Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Internal Financial Controls

Your Company has put in place adequate internal financial controls for ensuring the efficient conduct of its business in adherence with laid-down policies; the safeguarding of its assets; the prevention and detection of frauds and errors; the accuracy and completeness of the accounting records; and the timely preparation of reliable financial information, which

is commensurate with the operations of the Company.

M/s. Ray and Co. (FRN: 313124E) and M/s M.C. Bhandari & Co. (FRN: 303002E) were the Internal Auditors of the Company for the year and their reports are put up to the management at regular intervals and summarized statement of important issuesare placed before the Audit Committee.

Systems

MSTC''s IT infrastructure is by far the most sophisticated and robust in the country to take up ecommerce services in a secure and transparent manner for more than 2,10,000 clients across the globe.

MSTC''s IT Department is equipped with the powerful RISC based IBM Power Series Servers having robust processing power and can serve more than ten thousand concurrent hits. The servers are highly energy efficient leading to saving of power and these servers are in operation with redundancy & high availability disaster recovery mode for providing uninterrupted services to our stakeholders like Principals, Bidders & other users.

Mumbai Disaster Recovery site is also having a similar set up as in Kolkata Data Center.

The much needed security features ''Write Once Media'' which captures the Audit trails on a non-editable tamperproof media, has been the hallmark of MSTC''s e-Commerce system.

SSL Encryption

SSL (Secure Sockets Layer) is the standard security technology for establishing an encrypted link between a web server and a client end browser. This link ensures that all data passed between the web server and browsers remain private and integral. We have implemented 256-bit SSL in our web server with enforcement of TLS 1.2 & above.

All network equipment like routers, switches are from CISCO/CHECKPOINT and are totally ready for IPv6 migration. Security Appliances like Firewalls, IPS are in place to prevent unauthorized intrusion with latest signatures.

Periodical Application Security Testing is conducted by STQC, a Govt, of India Department. MSTC ensures security through periodical penetration, vulnerability & performance testing by STQC. MSTC conducts its business through a dedicated 155.52 MBPS ILL and also has another ILL connectivity taken from a different provider and with a Point-to-Point (P2P) connectivity between DC & DR for data synchronization with redundancy. Two ILLs are in operation with load balancing with the implementation of Radware Link Load Balancer.

MSTC has developed an in-house browser independent e-Procurement solution with e-tendering, e-reverse auction,

e-reverse auction with LI matching and many other models. General Financial Rules, CVC guidelines, IT Act 2000 and its Amendment of 2008 have been adhered to in this e-Procurement application and the said service has been certified by STQC. The upgraded version of e-Procurement software is certified by STQC and is valid till 6^th November, 2025.

MSTC server in Kolkata is manned round-the-clock throughout the year. The Systems Department is well equipped with qualified professionals whose skills are continuously upgraded with trainingon latest technology.

MSTC''s System Department is ISO 27001:2013 certified by STQC.

MSTC e-Commerce division is also ISO 9001:2015 Quality certified.

Developments of Information Technology during2022-23

MSTC e-Commerce Systems is certified for ISO 27001:2013 by STQC and is valid upto 27^th August, 2023 (Information Security Management System Certification).

Security is in place with two different OEM Checkpoint & CISCO Next Generation Firewall at two levels (Perimeter & Server side).

ISO 9001:2015 certification is also maintained as per standards and this certificate is valid up to 9^th December, 2023.

Imperva Write-once management device is in place for better management &monitoringof activities related to data.

MSTC In-house Java Team has developed and implemented many customized e-commerce solutions like Spectrum 5G auction, ELV portal, Red Sander auctions with dollar wallet facility for Odisha Forest Development Corporation, OCPL Coal auction portal, Shakti B2 Round V auctions, Bank API Integration with different Banks, Portal for MMB Odisha, Single Window Coal Agnostic auction for CIL, DEEP PPIPCP portal(Power Procurement from ICB Plants during Crunch Period), Post auction data integration through web service for UP MMB etc.

MSTC In-house dot Net Team developed and implemented many customized solutions like Online Systems for Recruitment of OSD (Officers on Special Duty), implementation of full-fledged multilingual functionality with dynamic contents for Jaivikkheti portal, New Bill Track System with Contract management with automatic PO number generation, Payroll application for FSNL, Rajbhasha, Procurement, Harghar Tiranga module in MSTC Knowledge management portal, Development of Portal/dashboard for Retired employees, Development of Bank Reconciliation modulefor Accountingsoftware etc.

Additional Server, RAM were installed in the existing VM infrastructure in Data Centre to increase the capacity for creating new VMs as per requirement time to time and also to increase the capacity of existing VMs for better performance

due to increase in load.

MSTC increased its focus on dedicated Dashboards and Apps. For the General Auctions App for Bidders a new version with various innovative features was launched and various internal Dashboard(s) upgraded. In the MSTC General Auction Portal, Automatic Bid Validity Management Module has been implemented system-wide.

MSTC In-house Team, updated DEEP (Ministry of Power) module with Aggregated Thermal Power B(v) Scheme bidding module, under which e-Bid event for procurement of 4178 MW Power from 01.04.2023 to 31.03.2028 was successfully conducted. Additionally in DEEP, a dedicated portal for âPower Procurement from ICB Plants during Crunch Period(s)" was developed and launched.

Based on the Notifications from Ministry of Finance and Ministry of Road, Transport and Highways, MSTC Launched End of Life Vehicle Scrapping Portal (ELV), where RVSFs (Registered Vehicle Scrapping Facilities) can purchase End of Life Vehicles (ELVs) of various Govt, entities through e-Auction and Individual Seller(s) through Direct Purchase.

First event e-Auction of 5G Spectrum was successfully conducted in India by MSTC Limited at the behest of Department of Telecommunications, where GOI has cumulatively generated^ 1,49,984.68 Crore revenue.

In Coal Linkage Schemes, new events in Shakti B(ll), NRS Linkage and Shakti B(lll) Long and Medium Term were successfully conducted.

In FY 2022-23, MSTC has generated revenue from operations from service charges on e-Commerce to the tune of X 29,232 Lakhs (previous year^ 26,913 Lakhs).

In 2022-23, MSTC had executed 67,432 no. of Auctions/events through its portal for general e-Auction, Coal e-Auction and e-Procurements.

In FY 2022-23, MSTC has procured goods and services through GeM portal and such procurement percentage comes to 76.65 % of total procurement made during the FY 2022-23.

MoU Performance

The Memorandum of Understanding (MoU) with the Government of India setting performance parameters and targets for the year 2022-23 was signed by Chairman and Managing Director of the Company and Secretary (Ministry of Steel), Govt, of India, on 9^th November, 2022. MoU targets for the Company continue to be more challenging and tougher over the years. However, the Company has been continuously striving to achieve new heights in terms of performance

numbers surpassing all previous achievements. The performance rating for the financial year 2022-23 is under evaluation.

In terms of DPE guidelines, the evaluation of financial parameters of MSTC will be done as a Group comprising of wholly owned subsidiary i.e. Ferro Scrap Nigam Ltd. and 50:50 JV company i.e. Mahindra MSTC Recycling Pvt. Ltd. based on Consolidated Financial Results

Human Resource Development

Since we are a people-oriented company, development of employees through training has been an important area of HR activities. Emphasis was laid on competency building of employees for higher roles in the Company. The company has trained 95 executives and 3 non-executives in various training programs held by Centres of excellence in India on topicsforcapability enhancementand skill development. The topics for training were chosen to promote overall development and to foster understanding, collaboration, teamwork and leadership qualities amongst the employees in the organization. Further out of the total employees trained, 185 executives and 52 non-executives were trained in-house for development of their capabilities.

Welfare of Weaker Sections

The Presidential Directives issued from time to time in regard to reservation, relaxation, concession, etc. for the SC/ST/OBC/PWD candidates pertaining to the policies and procedures of the Government were duly observed. The directives in matters concerning recruitment and promotion regarding the weaker sections have been duly complied with.

All Departmental Promotion Committees constituted during theyearhad representatives of SC/STcommunity.

During the year, 15 ST, 38 SC, 74 OBC and 8 PWD employees of the Company, were sponsored for in-house and Institutional training programmes. In addition, all possible cooperation and assistance was provided to the MSTC SC/ST Employees'' Council, which function primarily to safeguard the interest of the reserved section of employees of the Company.

Empowerment of Women

Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MSTC has in place a mechanism for prevention and redressal of sexual harassment of women employees at the workplace, in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committees (ICCs) have been set up in all the offices of the Company for rendering necessary assistance to and dealing with complaints, if any, of all the women employees of the Company. All employees (permanent, outsourced, trainees etc.) are covered underthis policy. Workshops are held with an objective to create awareness among the employees.

(a) Number of Complaints filed during the financial year 2022-23: Nil

(b) Number of complaints disposed off during the financial year 2022-23 :NA

Covid-19

The Financial year 2022-23 was the third year where the Covid-19 pandemic continued to affect the daily lives of all the citizens of the Country. However, the impact of Covid was much milder as compared to the previous years and MSTC employees also took the issue of covid infections and it was also a very tiring and testing time for all MSTC employees also adapted to the ongoing covid pandemic and started to lead a normal existence as far as possible under the given circumstances. The effects of the pandemic started to taper off by end of July and a semblance of normalcy returned for all concerned. Though the pandemic was not over but news reports suggested that covid was shifting from being an pandemictoan endemic.

MSTC being a knowledge based company considers its employees as its main assets. As was done last year, with the increase in the spread of the pandemic, MSTC issued suitable instructions to all its offices to implement the various measures announced by the Government of India to ensure the safety of its employees. In addition the Company organised vaccination camps for inoculating all its employees and family members, contractual staff and other stake holders with precautionary booster dose to protect them from covid-19.

Further, employees who were affected by COVID were provided with necessary help, medical facilities and aid to ensure their recovery. Help was also extended to the immediate families of the employees in need. In the unfortunate event of an employee''s demise due to covid, the

Company had sanctioned special ex-gratia payment to the family members.

Grievance Redressal Mechanism

The Grievance Committee meets at periodical intervals to review the cases. The Centralised CPGRAMS and Public Grievance site of the Company are monitored regularly by Head Office.

Right to Information Act 2005

Your Company has aligned with the online RTI portal launched by DoPT and all the applications / appeals received through the portal have been disposed off through the portal, namely https://rtionline.gov.in. Provisions of RTI Act 2005 were complied with for processing the RTI applications and appeals received in all offices of MSTC. There is one Transparency Officer, one First Appellate Authority, one CPIO, one Nodal Officer in MSTC, Head office and every region/branch has one PIO for effectively processing the RTI applications received at various locations of the Company.

All quarterly reports have been uploaded online on CIC site. During 1^st April, 2022 to 31^st March, 2023, a total of 111 RTI applications have been received through online and by post. A total of 10 First Appeals have been received. Out of the above, 97 RTI Applications and 9 First Appeals have been disposed off. The remaining RTI applications and appeals are under process.

Official Language

Efforts to Promote Use of Official Language:

In orderto promote use of Official Language in yourCompany, the following activities had been undertaken:

(a) Earlier 2(Two) offices were notified in the Gazette of Government of India. In 2022-23,1 Regional office and 8 Branch offices were notified in the Gazette of Government of India after more than 80% of the staff acquired working knowledge in Hindi.

(b) Workshops on Hindi Typing, Office 365 and Kanthastha 2.0 were organized.

(d) Organised Street Play and Hasya Kavi Sammelan under Rajbhasha Samaroh-2022.

(e) Published 2^nd edition of Multimedia Web Magazine âRajbhasha Sangati". Rajbhasha Sangati - 2023 issue will be published as book magazine, video DVD magazine and multimedia web magazine. It includes all three types of compositions audio, video and text.

(f) Update the Rajbhasha Incentive schemes.

Chairman and Managing Director participated in the Hindi Salahkar Samiti meeting organized by Ministry of Steel on 13^th May 2022 at Gangtok, Sikkim and 31^st August, 2022 at

Varanacii I Ittar Prartaah

GM(CP/CC/0L), DM(OL) and AM(OL) participated in Hindi Divas Samaroh - 2022 and 2^nd Akhil Bhartiya Rajbhasha Sammelan atSurat, Gujarat on 14^th September, 2022.

"Rajbhasha Trimas - 2022" was organized among all India MSTC offices. During this period Hindi competitions and workshops were organized in Head Office, Regional and Branch Offices.

Rajbhasha Award:

MSTC, Head office, Kolkata received the Narakas Rajbhasha Samman-2021-22 (2^nd Prize) for the best performance in the field of official language implementation among Public Sector Undertakings in Kolkata.

MSTC, Hyderabad and MSTC, Vishakhapatnam received the Narakas Rajbhasha Samman-2021-22 for the best performance in the field of official language implementation among Public Sector Undertakings in Hyderabad and Vishakhapatnam.

Vigilance Setup

The vigilance department plays a crucial role in ensuring transparency, accountability, and integrity within an organization. Vigilance is essential to prevent the corruption, to promote transparency & integrity, to improve the efficiency in the organisation. The Vigilance setup of MSTC headed by Chief Vigilance Officer (CVO) has been instrumental in institutionalizing the anti-corruption activities. The CVO and the vigilance setup functions as the extended arm of Central Vigilance Commission (CVC), the apex statutory anticorruption body of the Nation. The Vigilance department also acts as a link between the organisation and other anticorruption agencies like CBI, Anti-Corruption Branches (ACB) of State Governments and Administrative Ministry, etc. on vigilance related matters.

The vigilance department takes preventive, punitive and detective measures, with emphasis on the preventive aspects and helps in establishing effective internal control systems and procedures for minimising systemic failures. A practice of preventive vigilance is generated to sensitize officials at all levels about the ill effects of corruption and malpractices. Complaints received were taken up for investigation wherever required and necessary suggestions for systemic improvements / disciplinary action were recommended, as deemed fit.

Some of the Important activities undertaken by the Vigilance Department during FY2022-23 are as follows;

a) Received 70 Complaints and disposed 70 Complaints.

b) 17 Surprise Checks and Inspections were conducted by Vigilance Department.

c) Scrutinized about 39% of the property returns of employees.

d) 5AuditReportswereexamined.

e) 6 System studies were taken up and Vigilance observations/recommendations are suggested to the management. Vigilance department studies various procedures / policies / rules and on the basis of examination, system improvements are suggested to the management. Management takes considered view on recommendations for implementation.

f) Training Programs: One Vendor Meet was organized by Vigilance Department on Vigilance Awareness Week-2022. 04 Preventive Vigilance Training Sessions were organized through online mode where 51 employees were covered. 06 Sensitization programs conducted including MSTC offices at Kolkata, Delhi, Hyderabad, Bhubaneswar, Raipur&Ranchi.

Vigilance Awareness Week: Vigilance Awareness Week -2022 was observed with the theme "Corruption Free India for a Developed Nationâ in all offices of MSTC. Organization website was being extensively used for the wider dissemination of the observance of Vigilance Awareness Week on the theme for the employees as well as public. Radio jingles was played on FM Stations in Delhi & Kolkata to inspire public for taking Integrity Pledge on the occasion of Vigilance Awareness Week. 4^th edition of MSTC''s in house Vigilance Magazine âJaagratâ was published on this occasion containing various articles/poems written by MSTC''s employees based on Vigilance Awareness Week theme. The messages received from the Hon''ble President, Vice-President, Prime Minister and CVC were also published in the Vigilance Corner of the organizations website. Skit Play and Walkathon on the theme was organized to spread awareness amongst the employees of Corporate Office and Eastern Regional Office. Competitions such as Essay, Slogan and Painting and Quiz competitions involving MSTC employees and their wards and School & College students of Kolkata were also organized.

Compliance of recommendations made by the Committee on Papers Laid on the Table (Rajya Sabha) In Its 150^th Report:

Details of cases initiated / disposed-off during the financial year 2022-23:

- No. of cases pending as on 31^st March, 2022:2

- No. of cases initiated during2022-23:7

- No. of cases pending as on 31^st March, 2023:7 Nature of Pending case: Irregularities observed towards conducting e-Auctions/Tender, CAG audit paras and Confirmation to the post.

- Officer involved: Investigation is ongoing.

- Chargesheet issue on: N.A.

- Disciplinary proceedings: N.A.

Acknowledgement

The Board of Directors wish to place on record their gratitude to the Hon''ble Union Minister for Steel, Hon''ble Minister of State for Steel, Secretary (Steel), Additional Secretary and FA (Steel), and other officials of the Ministry of Steel, Defence Ministry, Coal Ministry, Mining Ministry, Civil Aviation, Petroleum, Natural Gas Ministry and various other Central Government Ministries, all State Governments, various Central and State public sector undertakings, private companies, the bankers, our principals and others for their valuable assistance and guidance extended to the Company during the year. The Directors express their gratitude to all stakeholders, customers and suppliers for the trust and confidence reposed by them onyourCompanyyearafteryear.

Your Directors also place on record the appreciation of the sincere efforts made by employees which has resulted in excellent performance of the Company.

Mar 31, 2018

The Shareholders MSTC Limited

The Directors are pleased to present the 53rd Annual Report on the business and operation of the Company together with the Audited Accounts and the Auditorâs Report for the year ended 31st March, 2018.

A) Agency Business

This year the total volume of Agency Business stands at Rs. 36,39,015 lakh, against Rs. 32,71,682 lakh in 2016-17. Break-up for the year 2017-18 vis-a-vis 2016-17 is as follows:

Business Segment	Volume of Business (Rs. in lakh)
	2017-18	2016-17
Scrap Disposal	4,06,683	3,08,892
e-Sale	15,51,469	14,12,712
Coal e-auction	9,95,887	10,16,623
Iron ore e-auction	6,84,976	5,33,455
Total (A) :	36,39,015	32,71,682

B) E- Procurement

Business Segment	Volume of Business (Rs. in lakh)
	2017-18	2016-17
e-Procurement	36,26,896	14,04,149
Total (B) :	36,26,896	14,04,149
Total (A B):	72,65,911	46,75,831

C) Trading

The performance of the Trading Division shows a total volume of business of Rs. 9,35,181 lakh, against Rs. 4,59,765 lakh in 201617. Break-up for the year 2017-18 vis-a-vis 2016-17 is as follows:

Business Segment	Volume of Business	(Rs. in lakh)
	2017-18	2016-17
Imported materials	2,25,300	1,92,243
Indigenous materials	7,09,881	2,67,522
Total (C) :	9,35,181	4,59,765
Grand Total (A B C) :	82,01,092	51,35,596

Financial Highlights of the Company

The Profit after Tax stands at Rs. 7,663 lakh in FY 2017-18 as against Rs. 6,543 lakh last year.

The Financial results of the Company for the year 2017-18 and 2016-17 are given below :-

(Rs. in lakh)

	2017-18	2016-17
Volume of Business	82,01,092	51,35,596
Profit (Loss) before tax	11,159	9,661
Tax	3,496	3,118
Profit after tax	7,663	6,543
Paid up capital (Equity)	3,520	1,760
Reserves	49,616	46,933
Dividend (%)	74%	95 (Interim)
		71 (Final)
Earnings per share ( Rs.)
(Face value Rs. 10/-)	22	11
PBT Per Employee	11	31

Dividend

The Board of Directors of your Company has recommended a Dividend of 74% for the financial year ended 31st March, 2018. The Dividend, if declared by the members in ensuing AGM, shall be paid to the shareholders whose names will appear in the Register of Members on the date of AGM.

During the year under review your Company has collected the bank account of majority of the shareholders. For the first time, we would directly credit the dividend to the bank account of the shareholders.

Reserves

The General Reserves of the Company stood at Rs. 46,933 lakh as on 31st March, 2017. During the year Rs. 2,683 lakh have been transferred to the General Reserve from the Profit & Loss Account. The General Reserves stand at Rs. 49,616 lakh as on 31st March 2018.

Share Capital

The authorized share capital of your Company as on 31st March, 2018 stands at Rs. 50,00,00,000, divided into 50000000 equity shares of Rs. 10 each. Your Company issued bonus shares in the ratio of 1:1 i.e. one bonus share in the ratio of one share. Consequently, the paid up share capital of the Company increased from Rs. 17,60,00,000 divided into 1,76,00,000 equity shares of Rs. 10 each to Rs. 35,20,00,000 divided into 3,52,00,000 equity shares of Rs. 10 each.

Transfer to Investor Education and Protection Fund:

Section 124 of the Companies Act, 2013 provides that any dividend that has remained unpaid / unclaimed for a period of seven years from the date of transfer to unpaid dividend account shall be transferred to the Investor Education and Protection Fund (IEPF) established by Central Government. Unclaimed dividend for the FY 2009-10 was transferred to the IEPF authority on 22nd November, 2017.

Section 124(6) of the Companies Act, 2013 read with rules made thereunder provide that all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the name of Investor Education and Protection Fund.

In compliance of the IEPF Rules, the Company sends reminder letter to all such shareholders, whose dividends have remained unpaid /unclaimed for a consecutive period of 7 years with a request to claim the dividends, failing which the shares would be transferred to the IEPF Authority on the due date.

Accordingly, all such shares in respect of which dividends had remained unclaimed for the FY 2009-10 to 2016-17 were transferred to the demat account of the IEPF authority on 30.11.17. The details of such shares are hosted on the website of the company www.mstcindia.co.in

Conservation of Energy, Technology, Absorption and Foreign Exchange Earnings and Outgo

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies(Accounts) Rules, 2014, the particulars relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure-I to this Report

Corporate Governance & Management Discussion and Analysis Report

Separate details on Corporate Governance and Management Discussion and Analysis Report are attached herewith as Annexure II and form part of this Boardâs Report. Compliance Certificate on Corporate Governance is placed as Annexure to Boardâs Report.

Extract of Annual Return

In compliance with Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules 2014, extract of Annual Return in format MGT-9 for the financial year 2017-18 has been enclosed with this report as Annexure III in the prescribed format.

Systems

MSTCâs IT infrastructure is by far the most sophisticated and robust in the country to take up e-commerce services in a secure and transparent manner for more than 90,000 clients across the globe.

MSTCâs IT Department is equipped with the powerful IBM Power Series 740 Servers having robust processing power and can serve thousands of concurrent hits. The servers are highly energy efficient leading to saving of power and these servers are in operation with redundancy & in high availability disaster recovery mode for providing uninterrupted services to our stakeholders like Principals, Bidders & other users.

Mumbai Disaster Recovery site is also having a similar set up as in Kolkata Data Center.

MSTC is concerned with information security issues and has left no stone unturned to achieve maximum security by installing Firewall, Intrusion Prevention System (IPS), Managed Distributed Denial of Service (MDDOS), etc.

The much needed security feature âWrite Once Mediaâ which captures the Audit trails on a non-editable media, has been the hallmark of MSTCâs e-Commerce system.

SSL Encryption

SSL (Secure Sockets Layer) is the standard security technology for establishing an encrypted link between a web server and a browser. This link ensures that all data passed between the web server and browsers remain private and integral. We have implemented 256-bit SSL in our web server.

All network equipments like routers, switches are from CISCO and are totally ready for IPv6 migration. Security Appliances like Firewalls, IPS are in place to prevent unauthorized intrusion with latest signatures.

Periodical Application Security Testing is conducted by STQC, a Govt. of India Department. MSTC ensures security through periodical penetration, vulnerability & performance testing by STQC.

MSTC conducts its business through a dedicated 100 Mbps ILL and has also a standby ILL connectivity taken from a different provider. MSTC has connected its regions and branches through VPN which enabled the centralized internal applications to be used by all in a more secured manner. Moreover an UTM has been installed for protecting the users systems from outside spam and viruses.

MSTC has developed an in-house complete e-Procurement solution with e-tendering, e-reverse auction, e-reverse auction with L1 matching and many other modes. General Financial Rules, CVC guidelines, IT Act 2000 and its Amendment of 2008 have been adhered to in this e-Procurement application and the said service has been certified by STQC.

MSTC e-Commerce has been appraised to CMMI Level-3 Dev. For achieving CMMI Level 5 from existing CMMI Level 3, tendering for selection of consultant is under process.

MSTC server in Kolkata is manned round-the-clock throughout the year. The Systems dept. is well equipped with qualified professionals whose skills are continuously upgraded with training on latest technology.

MSTCâs System Department is ISO 27001:2013 certified from STQC.

MSTC e-Commerce division is also ISO 9001:2015 Quality certified.

Developments of Information Technology during 2017-18

1) STQC Certification on e-Procurement services was received which is valid till AprilRs. 18 after clearing audit conducted by STQC Kolkata that included all the testing like Functional testing, CVC and IT Act compliance Audit, Web Application Security Testing, Performance Testing, Vulnerability Assessment & Penetration Testing.

2) ISO 27001:2013 certification is in place and was recertified after clearance of recertification audit by STQC and this certificate is valid up to 12th June, 2020 and surveillance audit is carried out every year.

3) ISO 9001:2015 certification is also maintained as per standards and this certificate is valid up to 30th May, 2020.

4) MSTC Systems division is CMMI Level 3 appraised since 2013. The same was renewed this year for another three years with validity up to 27-06-2019.

5) On August 1, 2017, Honâble Union Minister for Consumer Affairs, Food and Public Distribution, Shri Ram Vilas Paswan and Honâble Union Steel Minister, Chaudhary Birender Singh, launched Rashtriya Kisan Agri Mandi (e-RaKAM), an e-platform for farmers and institutional sellers to sell agricultural produce on pan India basis.

6) Online Major & Minor Mineral Block auction for the states of Rajasthan/Chhattisgarh/UP & other States have been conducted successfully with utmost transparency and monetary gain.

7) Three stages bidding web application for Agricultural and Processed Food Products Export Development Authority (APEDA) has been developed for sale of Organic Food products online.

8) Multi currency multi stage events with global participation have been developed and successfully implemented on 18th May, 2017 which is well before the MoU Target of 30.09.2017 for NMDC.

9) Customized e-Commerce solution for IOCL Export has been developed and made live where global participation is seen in a big way.

10) As a follow up to the new policy called Scheme for Harnessing and Allocating Koyla (Coal) Transparently in India (SHAKTI), Coal India Limited (CIL) devised a mechanism for auction of Coal linkages to Independent Power Producers (IPPs). MSTC provided a tailor made software solution for execution of the scheme online. The exercise is expected to result in an annual generation of over 47 billion units per annum from the linkage coal and a savings in tariff of approx. Rs. 125 cr / annum for period up to 25 years. MSTC has successfully conducted the first event when 27MMT of coal was allotted to the ten winners.

11) Online Draw System at NIC Server for Oil Manufacturing Companies like IOCL, BPCL & HPCL for selection of winner in allocation of LPG Distributorship was conducted far & wide in the country.

12) DASHBOARD for Ministry of Steel was developed by Retail Software Group with the assistance of System department.

13) Customized e-Auction portal for Karnataka Forest Department has been developed & implemented.

14) Customized e-Auction portal for Aamby Valley City auction has been developed & implemented.

15) National e-bidding portal for Power Purchase Agreement (PPA) on Medium term basis on behalf of Ministry of Power has been developed & implemented.

16) The first ever e-auction of sand mining block was held in Utter Pradesh which fetched hefty revenue to the exchequer of the state as compared to the pre-auction era.

17) Customized e-procurement solution have been provided to many Buyers like REC Transmission Projects Company Ltd., Mahindra MSTC Recycling Pvt. Limited, ORISSA POWER TRANSMISSION CORPORATION LTD, Odisha Coal and Power Limited, TANGEDCO etc.

18) Regional Connectivity Scheme - Ude Desh ka Aam Naagarik (UDAN) for Ministry of Civil Aviation developed & implemented by our in-house team as per new requirement for second tranche.

19) Content Management System was implemented in our corporate site i.e. www.mstcindia.co.in as per GIGW guidelines.

20) GST Implementation as per Govt. guideline was introduced in the all business transactions.

21) Automation in Pre-Bid EMD Collection, activation & refund through online, making our e-Auction system more user friendly & transparent. The system was made operational on 27.12.2017 in all aspects.

22) MSTC unveiled the MSTCâs vision for North-East particularly in Agri-host sector in the august presence of Shri Vishnu Deo Sai, Union Minister of State for Steel.

23) MSTC opened eight new branch offices to increase outreach and for attainment of customer satisfaction.

Human Resource Development (HRD)

With the onset of the new financial year 2017-18, the Company has gone for aggressive diversification in business. Various new business verticals, namely, e-RaKAM, M3 (MSTC Metal Mandi), Retail Software, have been added to the existing catalogue. Owing to the diversification a need for development of skills of the employee was felt, therefore, various training Programmes were conducted. The company has trained a total of 75 employees on various topics through both institutional and various customized training programs on e-procurement, Operations and systems for its employees with an objective to enhance the knowledge, competencies and skill during the year.

Being in service industry, human resource has been a major thrust area in the performance of the Company. Various mOu targets pertaining to the development of the Human Resources were completed successfully within stipulated time period. Furthermore, 12(twelve) numbers of one week training programmes on various topics were conducted in the ace Institutes of India such as IIMâs and Institute of Indian Industry for better learning.

Besides this, appraisal process of all the employees, quarterly updating of their vigilance status on online portal and holding of Departmental Promotion Committee took place within specified timeline.

Also MSTC introduced an online recruitment for executives by a reputed outside agency for a transparent and efficient selection process.

Welfare of Weaker Sections

25 Management Trainees and 6 Assistant Managers were recruited during the financial year; 9, 6 and 1 persons belonged to OBC, SC and ST category respectively; of which 2(two) belong to PWD (VH). The directives in matters concerning recruitment and promotion regarding the weaker sections have been duly complied with. Other directives issued from time to time regarding reservation, relaxation, concession, etc. for the SC/ST/OBC/PWD candidates pertaining to the policies and procedures of the Government were duly observed. All Departmental Promotion Committees and Selection Committees (in case of recruitment) constituted during the year had representatives of SC/ST community. During the year, 9 SC, 5 ST and 23 OBC employees of the Company, were sponsored for training programs, both Inhouse and Institutional training programs, out of which 3 employees were PWDs and 3 belonged to Minority.

All possible cooperation and assistance was provided to the MSTC SC/ST Employeesâ Council, which function primarily to safeguard the interest of the reserved section of employees of the Company.

Empowerment of Women

During the year, 16 female employees were sponsored for training, both external and in-house, to enable them to undertake higher responsibilities in the Company.

Disclosure under section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MSTC has in place a mechanism for prevention and redressal of sexual harassment of women employees at the workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committees (ICCs) have been set up in all the offices of the Company for rendering necessary assistance to and dealing with complaints, if any, of all the women employees of the Company. All employees (permanent, outsourced, trainees etc.) 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.

Grievance Redressal Mechanism

The company has an exclusive portal integrated in to the corporate website www.mstcindia.co.in to register and monitor the grievances online. The portal provides an unique system generated code for the complainants to lodge and view the progress of the grievances registered online. Some grievances are also received at the CPGRAMS site and by post.

A Grievance Committee is constituted at Head Office and Grievance Cells have been constituted at the Regional and Branch Offices. The grievances are settled/resolved after the Competent Authorityâs approval on the recommendation made by the Grievance Committee. The Grievance Committee makes recommendations after examination of the grievances and obtaining comments of the concerned department/region/ branch.

The Grievance Committee meets at periodical intervals to review the cases.

The Centralized Public Grievance Redress and Monitoring System (CPGRAMS) and Public Grievance site of the Company are monitored regularly by the Head Office. There are a Nodal officer and a Public Grievance officer in the Head Office.

Total 51 Grievances have been received during 01.4.2017 to 31.3.2018. Out of that 49 grievances have been redressed and remaining 02 are under process.

Statement of Public Grievances for the period of 01.04.2017 to 31.03.2018

Grievances	Grievances	Grievances	Grievances
outstanding	registered in	redressed in	outstanding
as on 01.04.2017	2017-18	2017-18	as on 31.03.2018
NIL	51	49	2

Right to Information Act 2005

Provisions of RTI Act 2005 were complied with for processing the RTI applications and appeals received in all offices of MSTC. There are one Transparency Officer, one First Appellate Authority, one CPIO, one Nodal Officer in MSTC Head office and every region/branch has one PIO for effectively processing the RTI applications received at various locations of the Company.

All quarterly reports have been submitted on-line and reports have been uploaded on CIC site. During 01.04.2017 to 31.3.2018, total 106 RTI applications and 30 First Appeals have been received through online and by post also. Out of that 102 RTI Applications and 29 Appeals have been disposed of and 2 RTI applications were rejected.

Remaining 2 RTI applications and 1 appeal are under process. RTI applications/appeals can be received and disposed of through RTI web portal namely https://rtionline.gov.in. RTI Applications and Appeals are received offline and online which are processed expeditiously.

Official Language

MSTC arranged National Hindi Seminar on Bhartendu Ki Prasangikta, Aaj Ki Hindi and Bhavisya Me Hindi on 11.01.2018 at Kolkata. The seminar was inaugurated by Honâble Minister of Steel, Chaudhary Birendra Singh in the presence of Honâble Minister of Steel for State, Shri Vishnu Deo Sai and other dignitaries. In this occasion, Honâble Minister of Steel, Chaudhary Birendra Singh unveiled MSTCâs Hindi magazine âSangatiâ along with Honâble Minister of Steel for State, Shri Vishnu Deo Sai and others dignitaries.

Rajbhasha Trimas was inaugurated on 14th September 2017. During this period, Hindi competitions and workshops were organized in Head office as well in regional and branch offices. Total 36 employees were awarded for winning in Hindi competitions and for passing in Hindi examinations. In this year, total 37 employees were nominated in Hindi examinations conducted by Hindi Teaching Scheme, Department of Official Language, Govt. of India.

The Chairman-cum-Managing Director attended TOLIC meeting which inspired more and more implementation of Hindi in the Company.

As per provisions of Official Language Rule, inspection of progressive use of Hindi, submission of online Timahi report, issuance of appreciation letter in Hindi to the promoted employees and Hindi versions of different documents were done.

ISO 9001:2008 certification of Hindi department was upgraded to ISO 9001:2015. Official Language Act has been complied with. Ministry of Steel and its Hindi Salahkar Samity continuously provided their guidance about implementation of Official Language Act.

On 12.08.2017, CMD MSTC Limited was awarded by the Governor in the Prize distribution ceremony of TOLIC, Kolkata for excellent performance in Official language implementation in the Company.

Vigilance

The Vigilance setup of MSTC being headed by Chief Vigilance Officer (CVO) is committed to enhancing efficiency and transparency in the organization primarily through system improvements, preventive and proactive vigilance.

During the year 2017-18, 9 routine inspections were carried out in the Regional/Branch/Site offices on the ongoing procedure/practice of e-auction activities. In addition, 2 surprise checks were carried out. 1 Departmental Inquiry was disposed of, which resulted in punitive action against 1 official. Complaints as received from MOS/CVC as well as other sources were inquired and disposed off in time bound manner. Such examinations/investigations have resulted in initiation of various system improvement measures.

As per the directives of Central Vigilance Commission, Vigilance Awareness Week-2017 has been observed in MSTC Limited across the country w.e.f. 30.10.2017 to 04.11.2017 emphasizing the theme of âMy Vision-Corruption Free Indiaâ . During the week, in order to generate awareness, educate and discuss transparency among officials/ stakeholders as well as general public to arrest the root cause & threat of corruption and to promote good governance, various activities were organized.

1. Inauguration - The Vigilance Awareness Week commenced with the administration of Integrity Pledge to the employees by CMD, MSTC while inaugurating the week on 30th October 2017.

2. Wide Publicity â

- 1000 pamphlets distributed to MSTC Employees, Visitors, Contractual Workers and customers/principals with information on whistleblower mechanism and other anti-corruption measures and they were requested to take e-pledge.

- The posters /banners specially designed for VAW-2017 has been displayed in prominent places across all offices.

- A special brochure on the theme was unveiled highlighting the tool of preventive vigilance such as Automation and Leveraging technology, being envisaged by MSTC to remove the monopoly in delivery of services and personal discretion. A total of 600 brochures were circulated to Govt. Departments, PSUs, and Ministries for wider dissemination and awareness.

- Bulk e-mail has been forwarded to the scrap and coal customers (70000 approx.) for enlisting support and commitment to take the Integrity Pledge. Also, WhatsApp and twitter account of MSTC has been extensively engaged for spreading awareness.

3. Employees Competitions - i. Slogan Competition for Employees of MSTC on the theme- âMY VISION-CORRUPTION FREE INDIAâ. ii. Essay Competition for Employees of MSTC on the theme- âMY VISION-CORRUPTION FREE INDIAâ. iii. Quiz Competition for Employees of MSTC on issues in Vigilance, CVC and other Anti-corruption Laws, Policies, manuals and guidelines of MSTC. iv. Elocution Competition for Employees of MSTC.

4. Competitions in Schools and Colleges - i. Elocution Competition, Creative writing competition and slogan writing competition for students of St. Jamesâ School, Kolkata studying in Class XI to XII on topic âMy Vision-Corruption free Indiaâ. ii. Elocution Competition for management students of batch 2015-17 & 2016-18 at International Management Institute, Kolkata. iii. Cartoon/Poster competition amongst the students of Govt. Sarvodaya Bal Vidyalaya, New Delhi and Sri Visvodaya Education Society, Visakhapatnam.

5. Integrity Club - Integrity Club has been constituted at St. Jamesâ School, Entally, Kolkata with a novel initiative of ingraining the ethical values in the minds of school students.

6. Orientation Program for employees of MSTC - A one day orientation program for employees of MSTC was organized in all offices focusing on Vigilance Administration in PSUs, Conduct, Discipline & Appeal Rules of MSTC and Common Irregularities.

7. Workshops/Sensitization programs:

a. Workshop for middle level and senior level managers of MSTC HQ on Delegation of Powers, Financial Powers and Project/Contract Management.

b. Seminar on CVC theme âMy Vision-Corruption Free Indiaâ, Concluding Ceremony and Prize distribution to winners of events organized during the week on 04.11.2017.

8. Organization website has been used to propagate the messages of CVC and encouraging citizens to take e-pledge.

9. Stakeholders Meet - 1. Grievance Redressal Camps organized with customers during the week at MSTC offices to redress their issue. 2. Customer feedback survey conducted in the camp.

10. Integrity Pact Meeting - A meeting on integrity pact was chaired by Shri Asok Kumar Sinha, Independent External Monitor (IEM), MSTC which was attended by CMD, Director (Finance), CVO and other senior officials held at the Head Office, MSTC, Kolkata on 04-11-2017.

F Preventive Vigilance/System Improvement

(a) MSTC has started procuring secondary items/materials such as office stationeries & consumables, computer peripherals through GEM portal.

(b) Purchases of items not offered through GEM portal are being procured through e-procurement portal.

(c) Techno-commercial and Price Bids are opened online and received from the bidders duly signed with digital signature certificate (DSC). Tender fee and Bid Guarantee/ EMD are being received through e-payment system.

(d) Bill Tracking System is being utilized for the purpose of display/status of pending bills of contractors on the portal.

(e) Applications for recruitment are being received online. Online examination introduced for recruitment to the entry level.

(f) Pre-bid EMD/EMD are being received online and subsequent refund of EMD to bidders of coal e-auctions/ scrap e-auctions through direct uploading of files on bankâs server.

(g) Purchase and Service Contract Manual formulated.

(h) Amendment of CDA Rules by prescribing timelines for submission of written statement of defense by the charged officer, providing requisitioned documents before the IO by the custodian(s) within one month of receipt of such requisition and also for conducting the inquiry by the IO within a period of six months from the date of receipt of appointment orders, etc.

(i) Privilege given to super admin for changing the status of the lot at post-bid stage has been reassessed.

F System improvement suggestions: System improvement suggestions were made in varied areas of organizational activities:

i. Review of Accounts Manual.

ii. Review of Risk Management Policy at intermittent intervals.

iii. Regular quantity and quality assessment by independent third party for pledged materials lying at customerâs premises.

iv. Physical verification of Bank Guarantees submitted by the contractors at random basis.

v. Improvement suggested in the operation module in varied aspects such as registration of bidders, renewal of Selling Agency Agreements, e-auction catalogue, receipt of EMD, pre-bid EMD stipulation, monitoring the validity of bids under Subject to Approval, unambiguous categorization of lots, Acceptance Letter, Delivery Order, etc.

F System Improvement Studies : Studies were taken in the following areas:

Sl. Subject of Study

1. Fixed Asset management of MSTC.

2. Examination of Audit Reports for the year 2014-15 and 2015-16.

3. CSR Policy of MSTC and monitoring of projects.

4. Promotion & Transfer Policy of MSTC.

5. Standardization of NITs, Bid Documents etc.

6. Recruitment process in MSTC.

7. Monitoring the award of contract for undue delay.

8. Payment to the contractors.

9. Rotational Transfer Policy

10. Purchase & Service Contract Manual.

Directors Responsibility Statement

As required under the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors state that:

In the preparation of the Annual Accounts the applicable Indian Accounting Standards (INDAS) have been followed along with proper explanation relating to material departures.

The Directors have 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 as at 31.03.2018 and of the profit of the Company for the financial year 2017-18. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

The Directors have prepared the Annual Accounts for the year ended 31st March, 2018 on a going concern basis.

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.

Directors & Key Managerial Personnel

Shri B.B. Singh, Chairman-cum-Managing Director, Shri A.K. Basu, Director (Finance) and Smt. Bhanu Kumar, Director (Commercial) are whole time Directors of the Company. Shri B.B. Singh is also acting as Chairman of Ferro Scrap Nigam Limited (FSNL) and Mahindra MSTC Recycling Pvt. Ltd. (MMRPL). Shri A. K. Basu is also acting as Director of Ferro Scrap Nigam Limited (FSNL) and Mahindra MSTC Recycling Pvt. Ltd. (MMRPL).

During the year under review Shri Suraj Bhan and Shri Sunil Barthwal ceased to be the Directors of the Company. The Board places on its record their sincere gratitude for the valuable guidance and support rendered by them during their tenure.

Smt. Bhanu Kumar, was appointed as Director (Commercial) w.e.f 10.10.2017.

Dr. Promodita Sathish, Economic Advisor, Ministry of Steel and Smt. Ruchika Chaudhry Govil, Joint Secretary, Ministry of Steel, Govt. of India were appointed as Government Nominee Director w.e.f. 15.06.2017 and 11.10.2017 respectively.

Shri G. R. Aloria, Ex Chief Secretary, State Govt. of Gujarat, Dr. T. V. Muralivallabhan, retired academician were appointed as Independent Directors on the Board of the Company w.e.f 06.09.2017.

Dr. R. S. Yeli, retired academician and Smt. Pravati Parida, advocate and social activist were also appointed as Independent Directors on the Board of the Company w.e.f. 09.03.2018.

The Company has received the necessary declaration from all the Independent Directors confirming that they meet the criteria prescribed for Independent Directors under the applicable provisions of the Companies Act, 2013 and rules made thereunder.

MSTC being a Government Company, the appointment and evaluation of directors are done by Administrative Ministry.

A brief profile of the Directors proposed to be appointed at the ensuing AGM is provided in the Corporate Governance report section.

The details of the Key Managerial Personnel of the Company as on the date of this report are as follows;

Sl	KMP	Designation
No.
1.	Shri B.B. Singh	Chairman-cum-Managing Director
2.	Shri A.K. Basu	Director (Finance)
3.	Smt. Bhanu Kumar	Director
	(w.e.f. 10.10.2017)	(Commercial)
4.	Shri S. K. Ray (upto 27.07.2018)	Company Secretary
5.	Shri Ajay Kumar Rai
	(w.e.f. 27.07.2018)	Company Secretary

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on an armâs length basis and were in the ordinary course of business. Hence, the provision of section 188 in the Companies Act, 2013, as amended are not attracted. Thus disclosures in Form AOC-2 are not required. Further there are no related party transactions with the directors and KMP or other designated persons, which may have a potential conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit Committee for approval.

Corporate Social Responsibility

The Company is seriously committed to social upliftment. In line with the Companies Act, 2013 and also DPE guidelines, the Company has a CSR Committee which functions as per the Govt. guidelines and the Company CSR policy. The CSR Policy of the Company has been approved by the Board and is hosted on the website of the Company.

Annual Report on Corporate Social Responsibility as required under Rule 8 Companies (Corporate Social Responsibility Policy) Rules, 2014 is placed as Annexure IV.

Secretarial Audit

In compliance with Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shri Saumayo Jyoti Seal, practicing Company Secretary has been appointed as the Secretarial Auditor for the year 2017-18. The Report of the Secretarial Auditor as prescribed is enclosed as Annexure V to this report.

Auditors

Pursuant to Section 139 of the Companies Act, 2013, the Comptroller and Auditor General of India, has appointed M/s. D. K. Chhajer & Co, Chartered Accountants, as Statutory Auditors of the Company for the year 2017-18. The report of the Auditors is attached to the Annual Accounts of the Company. Management replies on the comments/ observations of the Auditors are placed at Annexure VI to the Boardâs Report.

Comments by the Comptroller and Auditor General of India (CAG)

The comments of the CAG on the Annual Accounts of the Company in terms of Section 143(6)(b) of the Companies Act, 2013, shall be deemed as part of the Boardâs Report.

Number of Meetings of the Board

The Board met five times during the FY 2017-18. The details of the number of the meetings of the Board of Directors held during the year 2017-18 form a part of the Corporate Governance Report.

Disqualification of Directors

Pursuant to Section 164(2) of the Act and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014, all the Directors have intimated that, they stand free from any disqualification from being a Director.

Notice of Interest by the Directors

Pursuant to Section 184(1) of the Act and Rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014, all the Directors have given Notice of Interest by the Director.

Committees of the Board

MSTC has constituted four committees of the Board viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility (CSR) Committee and Share Transfer Committee.

Audit Committee

The Audit Committee comprises of Shri G. R. Aloria, Independent Director, as Chairman, Dr. T. V. Muralivallabhan, Independent Director and Dr. Promodita Sathish, Govt. nominee Director as members.

Nomination and Remuneration Committee

Pursuant to Section 178 of the Companies Act, 2013, read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014, the Company is supposed to have a Nomination and Remuneration Committee. Being a Govt. of India Company, the nomination/appointment of Director is made by the Govt. of India. The Nomination and Remuneration Committee constitutes of Shri G. R. Aloria, Independent Director, as Chairman, Dr. T. V. Muralivallabhan, Independent Director and Dr. Promodita Sathish, Govt. nominee Director as members.

Corporate Social Responsibility (CSR) Committee

In compliance of Section 135(1) of the Act, read with Rule 5 of the Companies (CSR Policy) Rules 2014, the Company had constituted the CSR Committee of the Board with Dr. T. V. Muralivallabhan, Independent Director as Chairman, Shri A. K. Basu, Director (Finance) and Dr. Promodita Sathish, Govt. nominee Director as members.

Share Transfer Committee

Constitution of the Stakeholderâs Relationship Committee as provided under Section 178(5) of the Act, do not apply to the Company as the number of shareholders are below one thousand. However, the Share Transfer Committee is in place with Shri A. K. Basu, Director (Finance) and Smt. Bhanu Kumar, Director (Commercial) as members.

Details of the above Committees are provided under corporate governance section forming part of the Boardâs Report.

Subsidiary Company and Joint Venture Ferro Scrap Nigam Limited

Ferro Scrap Nigam Limited is the 100% Subsidiary of the Company. The Operational result of two years is given below:

		(Rs. in lakh)
	2017-18	2016-17
Total Revenue	34,030	32,830
Profit/(Loss) Before Tax	1,304	3,622
Profit/(Loss) After Tax	807	2,375

The detailed information relating to the subsidiary Company in form AOC-1 in compliance of Section 129(3) of the Companies Act, read with Rule 5 of Companies (Accounts) Rules forms part of Annual Report.

Mahindra MSTC Recycling Pvt. Ltd

MSTC had entered into JVA with Mahindra Intertrade Limited and formed a Joint Venture Company âMahindra MSTC Recycling Pvt. Ltd.â.

Consolidated Financial Results

In accordance with the provisions of the Companies Act, 2013 and the Accounting Standards issued by the Institute of Chartered Accountants of India, your Corporation has prepared the Consolidated Financial Statement for the group, including its subsidiary and joint venture and attached with your Companies report.

Material Changes and Commitments, if any, affecting the Financial Position of the Company

There are no material changes and commitments affecting the financial position of the Company that have occurred between the close of the financial year ended 31st March 2018 and the date of Boardâs Report.

Details of Significant and material order passed by the Regulators, Courts and Tribunals

No significant and material orders has been passed by the Regulators, Courts and Tribunals impacting the going concern status and the Companyâs operation in future.

Particulars of Loans, Guarantees or Investments

Details of loan, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and Rules made thereunder are given in the notes to the financial statements.

Public Deposits

Your company has not accepted any deposits under the Companies Act, 2013 during the financial year ended 31st March, 2018.

Compliance of DPE Guidelines and Policies

The guidelines and policies issued by the Department of Public Enterprise from time to time are duly complied with by the Company.

Compliance with Secretarial Standards

Your Corporation complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Internal Financial Controls

Your Corporation has put in place adequate internal financial controls for ensuring the efficient conduct of its business in adherence with laid-down policies; the safeguarding of its assets; the prevention and detection of frauds and errors; the accuracy and completeness of the accounting records; and the timely preparation of reliable financial information, which is commensurate with the operations of the Corporation.

M/s. M.C. Bhandari & Co., Chartered Accountants was the Internal Auditor of the Company for the year and their reports are put up to the management at regular intervals and summarized statement of important issues are placed before the Audit Committee.

Acknowledgement

The Board of Directors wish to place on record their gratitude to the Honâble Union Minister for Steel, Honâble State Minister for Steel, Secretary (Steel), Additional Secretary and FA (Steel), and other officials of the Ministry of Steel, Defence Ministry, Coal Ministry, Mining Ministry, Civil & Aviation, Petroleum, Natural Gas Ministry and various other Central Government Ministries, all State Governments, various Central and State Public Sector Undertakings, private companies, the bankers, our principals and others for their valuable assistance and guidance extended to the Company during the year. The Directors express their gratitude to all stake holders, customers and suppliers for the trust and confidence reposed by them on your Company year after year. Your Directors also place on record the appreciation of the sincere efforts made by the employees which has resulted in excellent performance of the Company.

For & on behalf of the Board of Directors

(B.B. Singh)

Chairman-cum-Managing Director

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