MMTC Director Discussions


The Members MMTC Limited,

New Delhi.

Ladies & Gentlemen,

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

OPERATIONAL RESULTS

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

Companys performance during 2022-23 is given below: -

(Rs. in crores) (Rs. in crores)
2022-23 2021-22
Sales of products 267.09 7,836.28
Sales of services 4.68 4.50
Other Trade Earnings 0.78 552.51
Total Revenue from Operations 272.55 8,393.29
Cost of Sales 258.30 7,799.79
Gross Profit from Operations 14.25 593.50
Add: Dividend and other Income 15.75 50.14
Less: Establishment & Administrative Overheads, etc. 135.15 160.56
Less: Debts/Claims Written off 0.03 0.02
Less: Provisions for Doubtful Debts/Claims/Advances/ Investments 1.72 1.05
Profit Before Interest, Depreciation and Amortization Expenses and Taxes (106.90) 482.01
Less: Interest Paid(Net) (Interest Paid minus Interest earned) 26.76 201.64
Profit Before Depreciation and Amortization Expenses and Taxes (133.66) 280.37
Less: Depreciation and Amortization Expenses 4.44 4.57
Less: Exceptional Items (1417.26) 155.20
Profit Before Taxes 1279.16 120.60
Less: Provision for Current Taxes 143.11 17.34
Less: Provision for Deferred Taxes 59.98 341.03
Profit After Taxes 1076.07 (237.77)
Add: Balance brought forward from the previous year (546.63) (308.86)
Balance
Items of other comprehensive income recognized directly in retain earnings
Items recognized directly in retain earnings - -
Dividend & Dividend Tax - -
Appropriations:
General Reserve - -
Leaving a Balance to be carried forward 529.44 (546.63)

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

EQUITY SHARE CAPITAL & DIVIDEND

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

RESERVES

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

EARNINGS (Rs./Cr) OUTGO (Rs./Cr)
Exports 3.76 Imports 61.15
Others 0.21 Others -
Total 3.97 Total 61.15

Awards

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

Year Panel/Sector Award
2017-18 Bulk Minerals and Ores/Canalised Agency Highest
2018-19 Bulk Minerals and Ores/Canalised Agency Highest
2019-20 Bulk Minerals and Ores/Canalised Agency Highest
2020-21 Bulk Minerals and Ores/Canalised Agency Highest
2021-22 Bulk Minerals and Ores/Canalised Agency Certificate of Merit

SUBSIDIARY COMPANY

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

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

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

MMTCs Joint Venture - Neelachal Ispat Nigam Ltd. (NINL)

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

Other Projects/ Joint Ventures

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

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

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

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

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

M/s SICAL Iron Ore Terminals Limited (SIOTL) could not commence commercial operations due to non availability of iron ore from Bellary-Hospet Sector in Karnataka State and banning of mining / movement of iron ore for exports by state govt. In view of uncertain future of iron ore exports and to utilize the infrastructure created, Kamarajar Port Trust (erstwhile Ennore Port Trust) decided to award the facility through bidding process for modification of the facility to handle common user coal. As coal does not have synergy with MMTCs existing line of business, In Sept2016, MMTC Board decided to exit from the JV. MMTC invited bids through online tender for sale of its entire 26% equity in the SIOTL, however no response was received. Meanwhile, as per "Right of First Refusal" in Shareholders Agreement of SIOTL, SICAL Logistics Ltd; (lead promoter of SIOTL) offered to purchase MMTCs equity at reserve price fixed by MMTC which MMTC Board decided to accept. Share Purchase Agreement was signed with Sical Logistics Ltd on 31.05.2018 for sale of MMTCs equity in SIOTL and in terms of the agreement M/s Sical Logistics Ltd had deposited Rs.0.50 Cr (PY Rs.0.50 Cr) with MMTC towards performance of agreement. Time to time, the validity of the SPA was extended. Last extension was valid till 31.03.2020. On account of financial crisis, M/s Sical Logistics could not pay the sale value against SPA and therefore provision for Rs.33.80 crore was created by MMTC on 31.03.2020 towards diminution in value of investment.

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

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

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

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

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

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

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

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

Further RP of SIOTL vide letter dated 02.03.2023 had rejected MMTCs claim and subsequently NCLT vide its Order dated 23rd June23 has decided to initiate the liquidation process in respect of Sical Iron Ore Terminal Limited (SIOTL) and has accordingly appointed the Liquidator for the same.

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

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

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

INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

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

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

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

No recruitment was made during the year.

IMPLEMENTATION OF RESERVATION POLICY

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

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

Group Total No. SCs of Employees %age SCs STs %age Sts OBCs %age OBCs Divyang %age Divyang
A 240 51 21.25 19 7.92 30 12.50 10 4.17
B 162 34 20.99 32 19.75 3 1.85 2 1.23
C 48 6 12.50 3 6.25 12 25.00 0 -
D 72 22 30.55 9 12.50 18 25.00 0

-

Total 522 113 21.65 63 12.07 63 12.07 12 2.30

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

Group Total Recruitment SCs %age SCs STs %age STs OBCs %age OBCs Divyang %age Divyang
A No recruitment made.
B No recruitment made.
C No recruitment made.
D No recruitment made.
Total - - - - - - - - -

Promotion of SCs/STs during the year 2022-23

Group Total Promotions HT>SCs %age SCs STs %age Sts
A 42 8 19.05 7 16.67
B 1 1 100 - -
C - - - - -
D - - - - -
Total 43 9 20.93 7 16.28

TRAINING AND DEVELOPMENT

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

IMPLEMENTATION OF OFFICIAL LANGUAGE

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

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

CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABLE DEVELOPMENT

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

Your company incurred losses during FY 2019-20, FY 2020-21 and FY 2021-22. Accordingly, the CSR budget calculated in accordance with the Section 198 of the Companies Act, 2013 i.e. 2% of average net profit of preceding 3 years was negative. Therefore, there was no annual CSR budget approved by Board of Directors for the year 202223. As such, no fresh CSR project was undertaken during FY 2022-23. However, your company only executed ongoing CSR projects of FY 2019-20 which were carried forward to FY 2022-23.

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

Opening Balance (as on 01.04.2022) Rs. 5.27 lakhs
Expenditure during FY 2022-23:
Payment of final installment towards Construction of New Waiting Hall for
Maternity & Child Health (MCH) Ward in District Hospital, Baran (Rajasthan)
(CSR Project of FY 2019-20). Rs. 5.27 lakhs
Closing Balance (as on 31.03.2023) Nil

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

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

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

INFORMATION UNDER RIGHT TO INFORMATION (RTI) ACT

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

CONSERVATION OF ENERGY

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

VIGILANCE

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

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

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

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

VIGIL MECHANISM

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

INTEGRITY PACT

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

CORPORATE GOVERNANCE

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

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

CODE OF CONDUCT

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

Declaration as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and DPEs Guidelines on Corporate Governance "All the members of the Board and Senior Management Personnel have affirmed compliance of the ‘Code of Business Conduct & Ethics for Board Members and Senior Management Personnel of the company for the financial year ended on March 31,2023."

sd/-

HARDEEP SINGH

CMD

DIN:09778990

BUSINESS RESPONSIBILITY REPORT

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

PUBLIC PROCUREMENT POLICY FOR MICRO & SMALL ENTERPRISES

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

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

PUBLIC DEPOSIT SCHEME

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

ANNUALRETURN

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

STATUTORY AUDITORS REPORT

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

COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA

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

SECRETARIAL AUDIT

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

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

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

RELATED PARTY TRANSACTIONS

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

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

RISK MANAGEMENT POLICY

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

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

CONSERVATION OF ENERGY

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

PARTICULARS OF EMPLOYEES

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended 31.3.2023;

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

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

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

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

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

DISPUTE BETWEEN MMTC & ANGLO AMERICAN COAL

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

BOARD OF DIRECTORS

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

Name of the Director Category Date of Appointment/ Cessation Cessation Appointment/
Shri Vibhu Nayar CMD (Addl. Charge) 31-08-2022 Cessation
Shri Hardeep Singh CMD (Addl. Charge) 27-10-2022 Appointment
Shri Shashank Priya Govt. Nominee Director 10-01-2023 Cessation
Dr.(Mrs.) Swadhinta Krishna Independent Director 21-01-2023 Cessation
Ms Arti Bhatnagar Govt. Nominee Director 13-03-2023 Appointment
Ms S. Meenakshi Independent Director 9-06-2023 Appointment
Shri Srinivas Rao Maddi Independent Director 10-06-2023 Appointment
Shri Nabarun Nayak Independent Director 3-8-2023 Appointment
Shri J Ravi Shanker Executive Director 4-07-2023 Cessation

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

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

ACKNOWLEDGEMENT

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

By the Order of the Board Sd/-

(Hardeep Singh )
Chairman and Managing Director
Dated: 22.09.2023