The Members MMTC Limited,
New Delhi.
Ladies & Gentlemen,
On behalf of Board of Directors, I present the 60th Annual Report on
your company's performance for the financial year ended 31st March 2023 along with Audited
Statements of Accounts and Statutory Auditor's Report.
OPERATIONAL RESULTS
Your company has recorded a turnover of Rs.271.77 crores during 2022-23
as against the turnover of Rs.7840.78 crore registered during last fiscal. This business
turnover which is mainly consists of domestic trade of Rs. 271.77 crores. The Company has
reported a net profit of Rs.1076.07 crores during 2022-23 as compared to net loss of Rs.
237.77 crores reported during the previous financial year. The reduction of revenue is
mainly due to discontinuance of business operations of the company as per the instructions
of Administrative Ministry.
Company's performance during 2022-23 is given below: -
|
(Rs. in crores) |
(Rs. in crores) |
|
2022-23 |
2021-22 |
Sales of products |
267.09 |
7,836.28 |
Sales of services |
4.68 |
4.50 |
Other Trade Earnings |
0.78 |
552.51 |
Total Revenue from Operations |
272.55 |
8,393.29 |
Cost of Sales |
258.30 |
7,799.79 |
Gross Profit from Operations |
14.25 |
593.50 |
Add: Dividend and other Income |
15.75 |
50.14 |
Less: Establishment & Administrative Overheads, etc. |
135.15 |
160.56 |
Less: Debts/Claims Written off |
0.03 |
0.02 |
Less: Provisions for Doubtful Debts/Claims/Advances/
Investments |
1.72 |
1.05 |
Profit Before Interest, Depreciation and Amortization
Expenses and Taxes |
(106.90) |
482.01 |
Less: Interest Paid(Net) (Interest Paid minus Interest
earned) |
26.76 |
201.64 |
Profit Before Depreciation and Amortization Expenses and
Taxes |
(133.66) |
280.37 |
Less: Depreciation and Amortization Expenses |
4.44 |
4.57 |
Less: Exceptional Items |
(1417.26) |
155.20 |
Profit Before Taxes |
1279.16 |
120.60 |
Less: Provision for Current Taxes |
143.11 |
17.34 |
Less: Provision for Deferred Taxes |
59.98 |
341.03 |
Profit After Taxes |
1076.07 |
(237.77) |
Add: Balance brought forward from the previous year |
(546.63) |
(308.86) |
Balance |
|
|
Items of other comprehensive income recognized directly in
retain earnings |
|
|
Items recognized directly in retain earnings |
- |
- |
Dividend & Dividend Tax |
- |
- |
Appropriations: |
|
|
General Reserve |
- |
- |
Leaving a Balance to be carried forward |
529.44 |
(546.63) |
The performance of different business groups of your Company is
highlighted in the Management Discussion and Analysis Report, which is annexed and forms
part of this Report. Auditor / CAG report along with management replies and Notes to
accounts contain important information affecting company financials such as Loan
Re-structuring, Anglo Coal dispute, disinvestment of NINL, etc.
EQUITY SHARE CAPITAL & DIVIDEND
There is no change in equity capital of the company during the year.
The paid up equity of the company stood at Rs.150 crores comprising of 150 crores number
of equity shares of the face value of Re.1/- each, as on 31.3.2023. The Board of Directors
has not recommended any dividend for the year 2022-23 in view of current liquidity crunch,
exhaustion of bank limits and difficulties in meeting its day-to-day working capital
requirement and net loss incurred by the Company during 2020-21 & 2021-22.
RESERVES
A sum of Rs.50.34 crores was available in the reserves and surplus of
your Company as on 1st April, 2022. An amount of Rs. 1126.41 crores is available in
"Reserves and Surplus" of your Company as on 31st March, 2023.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange earnings and outgo of your Company during 2022-23
has been as under:-
|
EARNINGS (Rs./Cr) |
|
OUTGO (Rs./Cr) |
Exports |
3.76 |
Imports |
61.15 |
Others |
0.21 |
Others |
- |
Total |
3.97 |
Total |
61.15 |
Awards
MMTC has been awarded by CAPEXIL Awards for Excellence in Exports for
the year 2017-18 to 2021-22(five years) in the following categories:
Year |
Panel/Sector |
Award |
2017-18 |
Bulk Minerals and Ores/Canalised Agency |
Highest |
2018-19 |
Bulk Minerals and Ores/Canalised Agency |
Highest |
2019-20 |
Bulk Minerals and Ores/Canalised Agency |
Highest |
2020-21 |
Bulk Minerals and Ores/Canalised Agency |
Highest |
2021-22 |
Bulk Minerals and Ores/Canalised Agency |
Certificate of Merit |
SUBSIDIARY COMPANY
During the financial year 2022-23 MTPL achieved sales turnover of USD
405.15 million as against USD 456.58 million recorded during last fiscal. The Net Profit
of MTPL during the financial year 2022-23 amounted to USD 0.51 million as against USD 0.69
million earned during 2021-22. The net worth of MTPL stood at USD 5.68 million as on 31st
March 2023. Overall dividend declared by MTPL since inception is USD 27.945 million which
includes a dividend of USD 1 million received from MTPL during FY 2022-23.
Recently there are reports of lapses/cases of default by MTPL Singapore
to the tune of around Singapore Dollar 23 million in July, 2023. The
auditors/CAG/MoC/BSE/NSE have been informed.
Pursuant to the provisions of Section 129 of the Companies Act, 2013,
the audited financial statements of MTPL together with Directors' Report &
Auditor's Report are attached herewith.
MMTC's Joint Venture - Neelachal Ispat Nigam Ltd. (NINL)
The divestment process of NINL, the joint venture company got completed
on 04.07.2022 under the aegis of DIPAM. In this process, MMTC recovered an amount of
Rs.1872.35 Crore (net of withholding tax) through distribution of sale consideration to
promoters in the form of equity on 4th July 2022. MMTC's share in total divestment
proceeds is Rs.5335 crores. Tata Steel Long Products Limited now owns NINL.
Other Projects/ Joint Ventures
A brief on the current status of such JVs set up in past years is given
hereunder:
(I) Your company presently holds 6% equity capital in Indian Commodity
Exchange Limited (ICEX) as on 31.3.2023. As per regulation, 17 of SECC Regulations, 2018
in terms of SEBI Circular Reference no. CIR/CDMRD/DEA/03/2015 dated 26 November 2015
holding has to be reduced to 5% or less. MMTC in 2018 and 2019 appointed consultants for
valuation and disinvestment of equity in ICEX. However, MMTC did not receive any bids
against the RFPs for sale of stake in ICEX. As of March 31,2023, the shares of ICEX are
not available for purchase on any stock exchange. MMTC tried to sell its equity in ICEX in
FY 2017-18 and again from FY 2019-20 to 2021-22, but MMTC was unable to find any buyers.
SEBI passed order dated 10.05.2022 for withdrawal of recognition to ICEX vide official
gazette of India on 18.05.2022. However, Securities Appellate Tribunal (SAT), by its order
dated 13 June 2022 has Quashed SEBI order derecognizing ICEX and has given ICEX one-year
time from 13.6.2022 to complete all compliances to SEBI's satisfaction during this
period all trading activities would remain suspended. ICEX Board in February 2023,
approved the voluntary surrender of the License/Recognition of the Exchange to Regulator
(SEBI) and to discontinue the Commodity derivatives business. Further, ICEX Board decided
to consider new line of business(es) at appropriate time.
(ii) Your company had participated in the equity of Currency Futures
Exchange under the name and style of "United Stock Exchange of India Ltd which had
been merged with "BSE Limited" (BSE) wherein your Company presently holds 116883
(post bonus issue) equity shares of Rs. 2/- each in BSE. During the year BSE earned a PAT
of Rs.166.91 crores as against Rs195.12 crores earned during 2022-23 and paid dividend of
Rs.12/- on equity share of Rs. 2/- each for the Financial Year 2022-23.
(iii) MMTC-PAMP India Pvt. Ltd., a joint venture Company between MMTC
Limited and PAMP SA, Switzerland, operates a precious metals processing facility. MPIPL is
India's first and only LBMA Good Delivery Refinery accredited for Gold and Silver.
The Joint Venture achieved a turnover of Rs.31,503.75 crore and a profit (after tax) of
Rs.118.61 crore during the period FY 2022-23. The JV company has declared a dividend of
Re.2/- per share for 2022-23.
(iv) The JV company - SICAL Logistics Limited (SLL), MMTC Ltd and
L&T Infrastructure Development Projects Limited (L&T IdPl) entered into a Share
Purchase Agreement on 25.02.2009 and held 63%, 26% and 11% equity respectively to form a
Special Purpose Vehicle Company i.e. SICAL Iron Ore Terminal Limited (SIOTL), for
development of an Iron Ore berth at Kamarajar Port (earlier known as Ennore Port) near
Chennai to handle Iron Ore capacity of 12 MMTPA.
M/s SICAL Iron Ore Terminals Limited (SIOTL) could not commence
commercial operations due to non availability of iron ore from Bellary-Hospet Sector in
Karnataka State and banning of mining / movement of iron ore for exports by state govt. In
view of uncertain future of iron ore exports and to utilize the infrastructure created,
Kamarajar Port Trust (erstwhile Ennore Port Trust) decided to award the facility through
bidding process for modification of the facility to handle common user coal. As coal does
not have synergy with MMTC's existing line of business, In Sept'2016, MMTC Board
decided to exit from the JV. MMTC invited bids through online tender for sale of its
entire 26% equity in the SIOTL, however no response was received. Meanwhile, as per
"Right of First Refusal" in Shareholders Agreement of SIOTL, SICAL Logistics
Ltd; (lead promoter of SIOTL) offered to purchase MMTC's equity at reserve price
fixed by MMTC which MMTC Board decided to accept. Share Purchase Agreement was signed with
Sical Logistics Ltd on 31.05.2018 for sale of MMTC's equity in SIOTL and in terms of
the agreement M/s Sical Logistics Ltd had deposited Rs.0.50 Cr (PY Rs.0.50 Cr) with MMTC
towards performance of agreement. Time to time, the validity of the SPA was extended. Last
extension was valid till 31.03.2020. On account of financial crisis, M/s Sical Logistics
could not pay the sale value against SPA and therefore provision for Rs.33.80 crore was
created by MMTC on 31.03.2020 towards diminution in value of investment.
In the March 2021, NCLT pronounced an order as against M/s Sical
Logistics Limited initiating corporate insolvency resolution process pursuant to the
application preferred by MOL Toyofuji Automotive Logistics [India] Private Limited and an
Insolvency Resolution Professional (IRP) was been appointed. MMTC lodged its claim for
Rs.34.26 crores with CIRP (Corporate Insolvency Resolution Professional) towards unpaid
share sale consideration based on the SPA.
Meanwhile, on 21.12.2020, KPL issued a Notice of Intent to Terminate to
SIOTL alleging a financial default under the License Agreement dated 11.07.2016. On
22.03.2021, KPL issued a 90 days' Termination Notice to SIOTL with effect from
22.03.2021. On the same date, KPL has also issued a Transfer Information Notice calling
for information from JV Co within 30 days, i.e. by 20.04.2021. As suggested by advocates,
MMTC filed a writ petition on 24/06.2021 in Madras High Court for settlement of dispute
through Administrative Mechanism of Resolution of Dispute (AMRD).
However, Hon'ble MHC while referring to (Administrative Mechanism
for Resolution of Commercial Disputes) AMRCD has opined that "such being position of
law, this court of the view that remedy available to petitioner is elsewhere and not this
court". The Hon'ble Court vide its order dated 30.11.2021 held that the
"writ petition filed by MMTC itself is not maintainable". MMTC has challenged
the order vide WA 498 of 2022 & was listed on 28.3.2022/7.4.2022 and is still pending
for admission.
The Resolution Professional (RP) in CIRP of SICAL also challenged the
impugned termination notice dated 22.03.2021 passed by KPL before NCLT. MMTC moved an
application to be impleaded in the said application of the RP. The application of RP was
dismissed by NCLT for want of jurisdiction vide Order dated 11.03.2022. As a result, MMTC
application was also dismissed.
M/s SIOTL's have initiated corporate insolvency resolution process
against SIOTL in NCLT under Insolvency and Bankruptcy Code 2016. Vide order dated
01.03.2022, NCLT Chennai has admitted their applications and have appointed an IRP.
MMTC has also taken legal opinion of ASG whether MMTC can proceed under
AMRCD against KPL and options available to recover its investment.
NCLT vide it order dated 08.12.2022 has approved the resolution plan of
SLL and the successful resolution applicant has been appointed.
Subsequently MMTC had also written to RP of Sical Iron Ore Terminal
Limited (SIOTL) submitting MMTC's claim for recovery of its investment of Rs 34.26
crore and enforcing of the Share Purchase Agreement (SPA) entered between MMTC and Sical
Logistics Limited (SLL), alongwith RP of SLL for enforcing the SPA against SLL or against
the revived entity after resolution. MMTC also wrote a letter to M/s Pristine Malwa
Logistics Park private limited (As the successor of SLL after the resolution) requesting
to enforce the SPA against SLL or against the revived entity.
Further RP of SIOTL vide letter dated 02.03.2023 had rejected
MMTC's claim and subsequently NCLT vide its Order dated 23rd June'23 has decided
to initiate the liquidation process in respect of Sical Iron Ore Terminal Limited (SIOTL)
and has accordingly appointed the Liquidator for the same.
In the meantime MMTC is exploring possibilities to make an appeal in
NCLAT against NCLT's order dated 08.12.22 to recover its investment in SIOTL.
(v) To promote the concept of Free Trade Warehousing Zones in India as
declared in the EXIM Policy, MMTC and IL&FS established SPV IN 2004-05 in the name of
Free Trade Warehousing Pvt Ltd. The equity is held on 50:50 basis between MMTC and
IL&FS. Two 100% owned subsidiaries of FTWPL were established to administer the land
banks at Kandla and Haldia. In view of financial situation of the promoters and the need
for infusion of the substantial funds for development of the Project, it was decided by
the promoters to exit from the project. Accordingly, the land at Kandla has been
surrendered to the Project Authority. With regard to Haldia Land, local farmers had filed
petition against Haldia Development Authority challenging the land acquisition in 2015 and
stay was granted by Hon'ble High Court of Calcutta. Due to prolonged litigation and
stay not being lifted, promoters decided to surrender the land to Haldia Development
Authority(HDA). Accordingly in March, 2020, land was surrendered to HAD and refund of
amount of Rs.36 crores is being followed up.
(vi) A 15 MW capacity Wind Mill project with 25 Wind Energy Generators
was commissioned by MMTC in March, 2007 at Gajendragad in Karnataka. The power generated
by the project is sold to HESCOm. The project is running successfully and has contributed
to the development of area by meeting some of the power needs of Karnataka State. The
turnover of the Wind Mill project during 2022-23 was Rs. 5.13 crores by sale of wind power
generated by the wind farm at Gajendragad in Karnataka.
INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT
Cordial and harmonious industrial relations were maintained in your
company during the year. No man days were lost due to any industrial unrest during the
year. Further, meetings with representatives of Federation of Officers Associations/ Staff
Unions/ SC&ST Associations, were held to share information / ideas with a view to
achieve Company's goals and objectives.
The aggregate manpower of your company as on 31st March, 2023 stood at
522, comprising of 3 Board level Executives, 1 CVO, 236 officers and 282 staff/ worker.
The manpower also includes 1 officer and 40 staff/ worker of erstwhile Mica Trading
Company Ltd., which had been merged with your company pursuant to the orders of BIFR.
The composite representation of the total manpower is - women employees
representing 20.50% (107 employees) of the total manpower; SC, ST, OBC & Persons with
Benchmark Disabilities (PwBD) to the extent of 21.65% (113 employees), 12.07% (63
employees), 12.07% (63 employees) and 2.30% (12 employees) respectively.
No recruitment was made during the year.
IMPLEMENTATION OF RESERVATION POLICY
Your company has been complying with the Presidential Directives and
other instructions/guidelines issued from time to time by the Government of India
regarding the reservation in services for Scheduled Castes (SCs), Scheduled Tribes (STs),
Other Backward Classes (OBCs), Economically Weaker Sections (EWS), Persons with Benchmark
Disabilities (PWBDs) and Ex-servicemen. During the year, MMTC has successfully responded
to the study visit of Hon'ble Parliamentary Committee on the Welfare of SCs & STs
at Panaji (Goa) and also review meeting by Hon'ble Member of National Commission for
Scheduled Castes (NCSC) at Bengaluru. A statement showing representation of employees
belonging to SC/ST/OBC is as below:
Representation of SCs/STs/OBCs/Divyang as on 31.03.2023
Group |
Total No. |
SCs of Employees |
%age SCs |
STs |
%age Sts |
OBCs |
%age OBCs |
Divyang |
%age Divyang |
A |
240 |
51 |
21.25 |
19 |
7.92 |
30 |
12.50 |
10 |
4.17 |
B |
162 |
34 |
20.99 |
32 |
19.75 |
3 |
1.85 |
2 |
1.23 |
C |
48 |
6 |
12.50 |
3 |
6.25 |
12 |
25.00 |
0 |
- |
D |
72 |
22 |
30.55 |
9 |
12.50 |
18 |
25.00 |
0 |
- |
Total |
522 |
113 |
21.65 |
63 |
12.07 |
63 |
12.07 |
12 |
2.30 |
Recruitment of SCs/STs/OBCs/Divyang during the year 2022-23
Group |
Total Recruitment |
SCs |
%age SCs |
STs |
%age STs |
OBCs |
%age OBCs |
Divyang |
%age Divyang |
A |
No recruitment made. |
|
|
|
|
|
|
|
|
B |
No recruitment made. |
|
|
|
|
|
|
|
|
C |
No recruitment made. |
|
|
|
|
|
|
|
|
D |
No recruitment made. |
|
|
|
|
|
|
|
|
Total |
- |
- |
- |
- |
- |
- |
- |
- |
- |
Promotion of SCs/STs during the year 2022-23
Group |
Total Promotions |
SCs |
%age SCs |
STs |
%age Sts |
A |
42 |
8 |
19.05 |
7 |
16.67 |
B |
1 |
1 |
100 |
- |
- |
C |
- |
- |
- |
- |
- |
D |
- |
- |
- |
- |
- |
Total |
43 |
9 |
20.93 |
7 |
16.28 |
TRAINING AND DEVELOPMENT
For further enhancing / upgrading the skills of employees in the
constantly changing business scenario, 189 employees were imparted training during the
year in different spheres of company's activities. The training interventions held
covered both functional & behavioural trainings. The employees deputed for training
programmes included 30 employees belonging to SC, 18 to ST and 112 women employees.
IMPLEMENTATION OF OFFICIAL LANGUAGE
Your company is committed to complying with the Official Language
Policy of the Government of India. During the year 2022-23 the company made continuous
efforts with the aim of promoting the use of Hindi and achieving the targets set in the
annual program issued by the Department of Official Language (Ministry of Home Affairs,
Government of India). To meet the targets given in the Official Language Annual Programme,
discussions were held in the regular meetings of the Official Language Implementation
Committee held at Corporate Office and Regional Offices and the decisions taken in the
meetings were implemented effectively. To promote the use of official language by the
employees of the company, Hindi workshops, Hindi day/week/fortnight etc. were organized in
the Corporate Office and all regional offices during the year under review. At the same
time, the employees/officers were personally apprised of the tools related to the official
language so that they can do their work in Hindi in a better way. Consequent upon this,
there was a considerable increase in the use of Hindi in day-to-day official work.
During the year, along with other items of official language
implementation, Hindi website of MMTC was regularly updated in line with English. During
the year, two of its Regional Offices were inspected by the Corporate Office to review the
progress of implementation of official language and suggestions were given for improvement
in the use of Hindi in the office accordingly. As a result of which there has been a
considerable improvement in the implementation of official language. No inspection was
done by the Parliamentary Committee on Official Language and the Department of Official
Language during the year.
CORPORATE SOCIAL RESPONSIBILITY & SUSTAINABLE DEVELOPMENT
Your company's CSR Policy is in line with Section 135 of the
Companies Act 2013 and the CSR Rules as notified by the Ministry of Corporate
Affairs and the CSR projects have been undertaken in terms of Section 135 of the Companies
Act. The CSR Policy is hosted on the Company's website in bilingual form.
Your company incurred losses during FY 2019-20, FY 2020-21 and FY
2021-22. Accordingly, the CSR budget calculated in accordance with the Section 198 of the
Companies Act, 2013 i.e. 2% of average net profit of preceding 3 years was negative.
Therefore, there was no annual CSR budget approved by Board of Directors for the year
202223. As such, no fresh CSR project was undertaken during FY 2022-23. However, your
company only executed ongoing CSR projects of FY 2019-20 which were carried forward to FY
2022-23.
In terms of Section-21(b) of the Companies (Amendment) Act 2019, a
Special CSR Bank Account was opened for the unspent CSR funds during FY 2020-21. As on
01.04.2022, an unspent amount of Rs. 5.27 lakhs was available in the account. The
utilization of funds from this account during FY 2022-23 is as below:
Opening Balance (as on 01.04.2022) |
Rs. 5.27 lakhs |
Expenditure during FY 2022-23: |
|
Payment of final installment towards Construction of New
Waiting Hall for |
|
Maternity & Child Health (MCH) Ward in District Hospital,
Baran (Rajasthan) |
|
(CSR Project of FY 2019-20). |
Rs. 5.27 lakhs |
Closing Balance (as on 31.03.2023) |
Nil |
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
(PREVENTIVE, PROHIBITION & REDRESSAL) ACT, 2013
Your company has put in place a policy in line with the requirements of
the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up at Corporate Office &
Regional Offices to redress complaints received regarding sexual harassment at workplace.
All employees (permanent, contractual, temporary, trainees) are covered under this policy.
No complaint was received by the company under the above Act during the
year.
INFORMATION UNDER RIGHT TO INFORMATION (RTI) ACT
Your company as a Public Authority has responded to various compliances
under RTI Act 2005. Details of designated First Appellate Authority (FAA), Chief
Public Information Officer (CPIO)/ Nodal CPIO, Public Information Officers (PIOs) etc.
have been displayed on public domain. During the year, a total of 57 RTI applications were
received directly / under Sec.6(3) of the RTI Act and all the RTIs have been disposed off.
Further, a total of 13 First Appeals were received by FAA, which were also disposed off.
Your company has also undertaken Self-Assessment Audit' of the Voluntary
Disclosures to be made on public domain (www.mmtclimited.com) in terms of provisions laid
down in Section-4 of the RTI Act 2005 and same is submitted for third party audit and
final evaluation by CIC.
CONSERVATION OF ENERGY
During the year 2022-23, there was no activity in MICA group of your
company. Therefore, pursuant to rule 8(3) of the Companies (Accounts) Rules, 2014, the
company does not have anything to report under this head.
VIGILANCE
In the light of Department of Commerce, Ministry of Commerce &
Industry's directions for winding down MMTC and pending final decision on closure of
MMTC, Vigilance Division of MMTC is laying its emphasis on Preventive Vigilance Measures
and systemic improvement. During the year, 44 inspections were conducted by Vigilance
Officers (VOs) and 21 by Non-Vigilance Officers (NVOs) of Regional Offices and the
inspection reports submitted were processed at Vigilance Division at Corporate Office and
appropriate actions were taken, wherever required. In addition 6 CTE type inspections were
also carried out of the tenders floated by Regional Offices. 10 Audit Reports of Internal
Auditors have been examined and shortcoming observed were communicated for corrective
action. Apart from inspections, division has also scrutinized 114 Annual Property Returns
of the employees.
During the year Vigilance Division processed 17 complaints (CVC-3,
Others-14), out of which 16 complaints have been disposed of and action on remaining 1
complaint was in progress as on 31.03.2023. Further during the year Vigilance Division
dealt with two case of Departmental Proceeding involving six officials. In one case
involving three officials proceeding have been finalized by the Disciplinary Authority by
issuing penalty orders and in another case involving three officials, oral departmental
proceedings have been completed and case is with Disciplinary Authority for final orders.
Compliance with respect to ODI, Agreed List(s), MIS updation of DoPT
Solve, QPR, CTE-type QPR, Structured Meetings have been responded to in line with extant
guidelines and reports submitted to CVC.
As per instructions of CVC, MMTC has conducted three months campaign
(16th August, 2022 to 15th November, 2022) on Preventive Vigilance measures cum
housekeeping activities as a precursor to VAW 2022, started from 31st October, 2022 to 6th
November, 2022 on the theme "Corruption Free India for a Developed Nation".
During this period preventive vigilance cum internal housekeeping activities viz. property
management, management of assets, recording management, updation of
guidelines/circulars/manuals, and disposal of complaints were taken up. In addition,
lectures from spiritual personalities were also organized on the theme corruption in life
and affects thereon and presentation on rules/guidelines was also conducted by
Director/CVC. On successful completion of the campaign, compliance report was furnished to
CVC.
VIGIL MECHANISM
In accordance with the provisions of Section 177 of Companies Act 2013,
the Board of your company introduced a Scheme on Vigil Mechanism' in 2014. The
vigil mechanism is established for Directors and employees to report their genuine
concerns. The concerns, if any, from any employee/Director shall be addressed to the
Chairman of the Audit Committee. During the year under review, no such complaint has been
received. This mechanism is apart from the Whistle Blower Policy, already in force.
INTEGRITY PACT
Integrity Pact is promoted as part of series of steps taken by Central
Vigilance Commission for ensuring transparency, equity and competitiveness in public
procurement. Your Company has also implemented the same to promote transparency/equity
amongst the bidders and to plug any possibility of corrupt practices in trade conducted by
the Company. Shri Bal Raj, ITS (Retd.), has been appointed to function as Independent
External Monitor(IEM).
CORPORATE GOVERNANCE
Corporate Governance has emerged as an important tool to the business
community to become efficient, competitive and successful enterprise. Your Company reposes
its firm faith in continuous development, adoption and dedication towards the best
corporate governance practices. Towards this end, the norms prescribed under the Companies
Act, 2013, SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and
Guidelines as applicable for CPSEs issued by the Department of Public Enterprises in this
regard are being implemented regularly. Recently, three Independent Directors have been
appointed and inducted on the Board of Directors, including one Independent Woman
Director. With these inductions, the company has fulfilled the requirement of minimum
number of Independent Directors on the Board i.e. one third in case of non-executive
chairperson.
A separate Report on Corporate Governance along with certificate from
M/s VAP & Associates (CP No.13901) regarding compliance of the stipulations relating
to corporate governance specified in Listing Regulations is annexed hereto and forms part
of this report. It may be mentioned that the company has complied with the 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 DPE's Guidelines on Corporate Governance
"All the members of the Board and Senior Management Personnel have affirmed
compliance of the Code of Business Conduct & Ethics for Board Members and Senior
Management Personnel' of the company for the financial year ended on March
31,2023."
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
Management's reply to the observations of the Statutory Auditors is annexed herewith.
COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA
The Comptroller & Auditor General of India (C&AG) has given
NIL' comments under section 143 (6) (b) of the Companies Act, 2013 on the
Standalone and Consolidated Accounts of the Company for the year ended 31.03.2023 vide
Communications dated 28-07-2023 and 03-08-2023 respectively.
SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013 read
with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014, your Company engaged the services of M/s. VAP & Associates, Company Secretaries,
New Delhi to conduct the Secretarial Audit of the Company for the financial year ended
March 31, 2023. The Secretarial Audit Report (in Form MR-3) along with Management's
Reply on the observations of the Secretarial Auditor is annexed herewith.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
THE COMPANIES ACT, 2013
Details of investments, loans and guarantees covered under the
provisions of Section 186 of the Companies Act, 2013 are given in Notes forming part of
the financial statements.
RELATED PARTY TRANSACTIONS
All transactions entered by the Company with Related Parties were in
the Ordinary Course of Business. The Audit Committee granted omnibus approval for the
transactions undertaken during 2022-23. Suitable disclosures as required under Ind AS-24
have been made in Note 42 of Notes to the financial statements. Details of the transaction
are provided in Form AOC-2 which is annexed herewith.
The Policy on Related Party Transactions as approved by the Board of
Directors has been uploaded on the Company's website at the following link:
http://mmtclimited.com/files/related%20party%20transaction%20policy% 20eng.pdf
RISK MANAGEMENT POLICY
The Board of Directors approved the Risk Management Policy after the
same has been duly recommended by the Audit Committee of Directors to take care of various
risks associated with the business undertaken by your company. The details of various
Risks associated with the trade conducted by the company and its risk management as
practiced by the Company are provided as part of Management Discussions and Analysis
Report which is annexed herewith. Further, the company has implemented Fraud Prevention
Policy in order to enforce controls and to aid in prevention and detection of frauds in
the Company. The Policy intends to promote consistent legal and ethical organizational
behaviour by assigning responsibility for the development of controls, and providing
guidelines for reporting and conduct of investigations of suspected fraudulent behaviour.
The Company does not take exposure in volatile commodities/ market
condition. Generally, it makes purchases only against confirmed orders backed by
appropriate margin money. Guidelines are in place requiring forward foreign exchange cover
to be taken in respect of transactions involving MMTC funds.
CONSERVATION OF ENERGY
During the year 2022-23, there was no activity in MICA group of your
company. Therefore, pursuant to rule 8(3) of the Companies (Accounts) Rules, 2014, the
company does not have anything to report under this head.
PARTICULARS OF EMPLOYEES
As per provisions of Section 197(12) of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, every listed company is required to disclose the ratio of the remuneration of each
director to the median employee's remuneration and details of employees receiving
remuneration exceeding limits as prescribed from time to time in the Directors'
Report. However, as per notification dated 5th June, 2015 issued by the Ministry of
Corporate Affairs, Government Companies are exempted from complying with provisions of
Section 197 of the Companies Act, 2013. Therefore, such particulars have not been included
as part of Directors' Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act,
2013, your Directors state that:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for the year ended 31.3.2023;
c) the Directors have taken a proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) the Directors had prepared the annual accounts on a going concern
basis.
e) the Directors of your company had laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively; and
f) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
g) At present, MMTC is not carrying out any business activity
h) Auditors/CAG comments on annual accounts of MMTC for the year
2022-23 form part of the annual accounts and are available in this report.
DISPUTE BETWEEN MMTC & ANGLO AMERICAN COAL
The Execution Petition No.19/2018 filed by Anglo Coal against MMTC post
Hon'ble Supreme Court award in favour of Anglo Coal in respect of non performance of
coking coal contract is pending in Delhi High Court. MMTC deposited Rs.1087 crores approx.
on 20.7.2022 to secure the interest of the decree holder. Next date posted to 30.10.2023
for hearing on the application filed by MMTC to stay the proceedings in view of pending
CBI complaints.
BOARD OF DIRECTORS
Following are the changes in the Board of Directors of your company
since 1st April 2022: -
Name of the Director |
Category |
Date of Appointment/ Cessation |
Cessation Appointment/ |
Shri Vibhu Nayar |
CMD (Addl. Charge) |
31-08-2022 |
Cessation |
Shri Hardeep Singh |
CMD (Addl. Charge) |
27-10-2022 |
Appointment |
Shri Shashank Priya |
Govt. Nominee Director |
10-01-2023 |
Cessation |
Dr.(Mrs.) Swadhinta Krishna |
Independent Director |
21-01-2023 |
Cessation |
Ms Arti Bhatnagar |
Govt. Nominee Director |
13-03-2023 |
Appointment |
Ms S. Meenakshi |
Independent Director |
9-06-2023 |
Appointment |
Shri Srinivas Rao Maddi |
Independent Director |
10-06-2023 |
Appointment |
Shri Nabarun Nayak |
Independent Director |
3-8-2023 |
Appointment |
Shri J Ravi Shanker |
Executive Director |
4-07-2023 |
Cessation |
The Board places on record its deep appreciation for the commendable
services and the contributions made by Shri Vibhu Nayar, Shri Shashank Priya and Dr.(Mrs.)
Swadhinta Krishna& Shri J Ravi Shanker Directors who ceased to be on the Board. The
Board welcomes new Directors on the Board and expresses its confidence that the Company
shall immensely benefit from their rich and varied experience.
In terms of provisions of Article 87(4)(A) of Articles of Association
of the Company regarding rotational retirement of Directors, Shri Kapil Kumar Gupta,
Director(Finance) shall retire at the AGM and, being eligible, has offered himself for
re-appointment.
ACKNOWLEDGEMENT
Your Directors would like to acknowledge and place on record their
sincere appreciation of all stakeholders- Shareholders, Department of Commerce, all Govt.
Agencies, RBI and other Banks, Railways, Customs, Ports, Customers, Suppliers and other
business partners for the excellent support and cooperation received from them during the
year. Your Directors also recognize and appreciate the efforts and hard work of all the
employees of the Company and their continued contribution towards its progress.
|
By the Order of the Board Sd/- |
|
(Hardeep Singh ) |
|
Chairman and Managing Director |
Dated: 22.09.2023 |
|
|