MMTC Ltd

The Members MMTC Limited, New Delhi.

Ladies & Gentlemen,

On behalf of Board of Directors, I present the 61st Annual Report on your company's performance for the ?nancial year ended 31st March 2024 along with Audited Statements of Accounts and Statutory Auditor's Report.

OPERATIONAL RESULTS

Your company has recorded a turnover of Rs.5.13 cr. during 2023-24 as against the turnover of Rs. 271.77 cr. registered during last ?scal. The Company has reported a net pro?t of Rs.68.21 cr. during 2023-24 as compared to net pro?t of Rs. 1076.07 cr. reported during the previous ?nancial year. This reduction in revenue is mainly due to discontinuance of business operations of the company as per the instructions of administrative ministry.

Company's performance during 2023-24 is given below: -

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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 ?nancials.

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 31.3.2024. The Board of Directors has not recommended any dividend for the year 2023-24 in view of the fact that MMTC's main cash in?ow is from interest income and the liabilities including contingent exceed available cash balance. Further, the business activities have been stopped as instructed.

RESERVES

A sum of Rs.1126.41 crores was available in the reserves and surplus of your Company as on 1st April, 2023. An amount of Rs. 1194.62 crores is available in "Reserves and Surplus" of your Company as on 31st March, 2024.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo of your Company during 2023-24 is NIL.

SUBSIDIARY COMPANY

Pursuant to the order of the Hon'ble High Court of Singapore vide liquidation hearing held on 27.10.2023, M/s. Deloitte and Touche LLP Singapore have been appointed as the Joint & Several Liquidators of the Company (MMTC Transnational Pte. Ltd.). The Hon'ble High Court of Republic of Singapore passed winding up order against the MTPL. As such, the MTPL's control has been taken over by the Liquidator and MMTC does not have any inputs regarding its ?nancials as on 31.03.2024.

Projects/ Joint Ventures

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

1. Your company presently holds 6% equity capital in Indian Commodity Exchange Limited (ICEX) as on 31.3.2024. 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, 2024, 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 ?nd any buyers. SEBI passed order dated 10.05.2022 for withdrawal of recognition to ICEX vide o?cial gazette of India on 18.05.2022. However, Securities Appellate Tribunal (SAT), by its order dated 13 June 2022 had 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.

ICEX has informed that SEBI appointed Valuation process has already been carried out as per SEBI directions and ICEX is shortly expecting SEBI to complete the exit process of surrender of license and expect the ?nal noti?cation in O?cial Gazette notifying the withdrawal of the License/Recognition of the Exchange by SEBI.

2. 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.753.39 crores as against Rs.166.91 crores earned during 2023-24 and paid dividend of Rs.15/- on equity share of Rs. 2/- each for the Financial Year 2023-24.
3. 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 ?rst and only LBMA Good Delivery Re?nery accredited for Gold and Silver. The Joint Venture has achieved revenue from operations of Rs.37809.12 crore for the year ended 31st March, 2024 as compared to Rs.31503.75 crore during corresponding period last year and Net Pro?t of Rs.476.83 crore as against net pro?t of Rs.118.61 crore during corresponding period last year. MMTC received dividend of Rs.97.35 crore (after tax) @ Rs.62/- per share, declared by MPIPL for FY 2023-24 which will be taken into account during next ?scal.
4. 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),

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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 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 Limited (KPL) decided to award the facility for modi?cation 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. As per "Right of First Refusal" in Shareholders Agreement of SIOTL, SICAL Logistics Ltd; (SLL) (lead promoter of SIOTL) offered to purchase MMTC's equity at reserve price ?xed 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 SLL 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 ?nancial 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 2021and in March 2022, corporate insolvency proceedings were initiated by NCLT against M/s SLL and the JV Company M/s SIOTL respectively.

MMTC lodged its claim for Rs.34.26 crores with Corporate Insolvency Resolution Professional (CIRP ) of SLL towards unpaid share sale consideration based on the SPA and also with CIRP of SIOTL. MMTC had also taken legal opinion of ASG in respect of the options available to recover its investment who opined that MMTC being a shareholder, there are very little avenues of recovery available to MMTC at this stage considering both SLL and SIOTL are under insolvency proceedings.

NCLT vide it order dated 08.12.2022 has approved the resolution plan of SLL and the successful resolution applicant has been appointed. Further 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. However MMTC is pursuing with concerned authorities to recover its investment.

5. 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 Free Trade Warehousing (P) Limited (FTWPL) i.e Kandla Free Trade Warehousing (P) Limited (KFTWPL) and Haldia Free Trade Warehousing (P) Limited (HFTWPL) were established to administer the land banks at Kandla and Haldia.

In view of the ?nancial situation of the promoters and the need for infusion of 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 Development Authority in 2020.

In regard to Haldia land, local farmers had ?led petition against Haldia Development Authority (HAD) 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, letter regarding surrendering of land was written to HDA and HFTWPL is following up with HDA for refund of amount i.e Rs 32 crores approx.(net of utilized premium), but till date no action has been taken by the HDA.

6. A 15 MW capacity Wind Mill project with 25 Wind Energy Generators was set up by MMTC in March, 2007 at Gajendragad in Karnataka at a total cost of approx. Rs. 68.5 crores. The project is spread over an area of 31 acres of land leased from Karnataka State Govt. in 2007 for a period of 30 years. The power generated by the project is sold to Hubli Electricity Company Limited (HESCOM), A Government of Karnataka Undertaking, by entering into 20 year Power Purchase Agreement in July'2007. The project is running successfully and has contributed to the development of area by meeting some of the power needs of Karnataka State. The Company earned turnover of Rs.3.96 crore during the ?nancial year 2023-24 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 O?cers Associations/ Staff Unions/ SC&ST Associations, were held to share information / ideas with a view to achieve Company's goals and objectives.

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The aggregate manpower of your company as on 31st March, 2024 stood at 351, comprising of 3 Board level Executives, 1 CVO, 176 o?cers and 175 staff/ worker. The manpower also includes 22 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 19.66% (69 employees) of the total manpower; SC, ST, OBC & Persons with Benchmark Disabilities (PwBD) to the extent of 22.51% (79 employees), 11.11% (39 employees), 13.68% (48 employees) and 2.85% (10 employees) respectively.

IMPLEMENTATION OF RESERVATION POLICY

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

TRAINING AND DEVELOPMENT

For further enhancing / upgrading the skills of employees in the constantly changing business scenario, 30 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 4 employees belonging to SC, 3 to ST and 23 women employees.

IMPLEMENTATION OF OFFICIAL LANGUAGE

Your company is committed to complying with the O?cial Language Policy of the Government of India. During the year 2023-24 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 O?cial Language (Ministry of Home Affairs, Government of India). To meet the targets given in the O?cial Language Annual Programme, discussions were held in the regular meetings of the O?cial Language Implementation Committee held at Corporate O?ce and Regional O?ces and the decisions taken in the meetings were implemented effectively. To promote the use of o?cial language by the employees of the company, Hindi workshops, Hindi day/week/fortnight etc. were organized in the Corporate O?ce and all regional o?ces during the year under review. At the same time, the employees/o?cers were personally apprised of the tools related to the o?cial language so that they can do their work in Hindi in a better way.

During the year, along with other items of o?cial language implementation, Hindi website of MMTC was regularly updated in line with English. No inspection was done by the Parliamentary Committee on O?cial Language and the Department of O?cial 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 noti?ed 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.

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Your company incurred losses during FY 2020-21, FY 2021-22 and FY 2022-23. Accordingly, the CSR budget calculated in accordance with the Section 198 of the Companies Act, 2013 i.e. 2% of average net pro?t of preceding 3 years was negative. Therefore, there was no annual CSR budget approved by Board of Directors for the year 2023-

24. As such, no fresh CSR project was undertaken during FY 2023-24.

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 O?ce & Regional O?ces 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 O?cer (CPIO)/ Nodal CPIO, Public Information O?cers (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 05 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 ?nal evaluation by CIC.

CONSERVATION OF ENERGY

During the year 2023-24, 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

Apropos the recommendations of Principal Economic Advisor(PEA),/GOI on rationalization of Government bodies under Department of Commerce, MoC&I, the administrative ministry vide during February, 2021, issued directives to CMD, MMTC to immediately initiate action for winding down of MMTC on priority basis. Further, Department of Commerce in Sept'2022, issued further instructions to DGFT (Director General of Foreign Trade)

, for De-notifying MMTC as Canalized Agency/Nominated Agency, for all businesses activates from the EXIM policy. The administrative ministry also issued instructions for immediate scaling down/closure of all regional o?ces and offer Voluntary Retirement Scheme (VRS) for employees. In the light of such directives cessation of all forms of business activities in the company has taken place since 2021-22 and during the year 2023-24 there were no business/trading operations in the company. Vigilance Division of MMTC accordingly has laid signi?cant emphasis on Preventive Vigilance & Systemic improvement measures for improving transparency in in-house activities like Personnel, Administration, GeM procurement, Estate, Medical Schemes, Digitalization of Records & Legal response system of pending litigations etc in the company.

2. During the year a total no. of 39 non-PIDPI complaints (14-CVC & 25-Non-CVC) were examined out of which 37 complaints disposed and response uploaded on CMS portal for 13 CVC referred complaints. 04-Factual reports(FRs) & 03-Investigation Reports (IRs) have been sent to ministry, balance complaints were disposed with approval of CMD/DA.
3. During the year a total no. of 21-VO/NVO inspection reports; 04 CTE-Type inspection reports & 06 Internal Audit Reports were examined and corrective actions suggested to concerned divisions. Further, a total no. of 226 Vigilance Clearance (VCs) cases (Passport/VISA, Superannuation, deputation, resignation etc) were processed and a total of 102 APRs have been scrutinized towards the mandatory CVC compliances.
4. During the year due to concerted efforts & initiatives of Vigilance Division the disciplinary proceedings pending against FSA tendered by CVC in 2019, for imposition of Major Penalty was concluded in Aug'2023 and PENDANCY with CVC was disposed. Further necessary action, in line with CVC guidelines, was undertaken and documents ?led with CVC for FSA in ?nancial irregularities occurred at the wholly owned foreign subsidiary of the company. All necessary assistance is being rendered to CBI authorities in ongoing Criminal cases where RCs/PE have been registered and PE ?led by CBI.
5. As per the CVC guidelines on VAW-2023, several Preventive Vigilance initiatives for enhancing transparency in procedures & processes have been undertaken during 3 months campaign (16.8.2023 to 15.11.2023). During this period several activities like disposal of pending complaints, e-integrity pledge, Vigilance Awareness programs & expert lectures on PIDPI,

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GeM, CMS & Ethics by external/in-house faculty, knowledge sharing programs in outreach mode for employees of EIC &IIFT, review of Vigilance Compliances of STEs, Essay Competitions for employees, Anti-corruption slogans on Social Media Handle3s, Short Animation Videos clippings, Systemic improvement measures etc were undertaken and on successful completion of the campaign compliance report was submitted to CVC.

6. Mandatory compliances with respect to ?nalization Agreed List(s) & ODI List, DoPT Solve online submission of QPRs, CTE-type QPRs, updating ATR on CMS portal in response to complaints forwarded by the commission, have all been complied in time bound manner, in line with extant guidelines and reports submitted to CVC/DOC.
7. As per CVC guidelines Structured Meetings with Head of the Organization were held in all quarters.

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 e?cient, competitive and successful enterprise. Your Company reposes its ?rm 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. The Company is short of minimum number of Independent Directors as required under SEBI (LODR) Regulations, 2015 for which Stock Exchanges have levied penalties on MMTC. However, it has been explained to them that appointment of Directors, including Independent Directors is made by the administrative ministry. No penalty has so far been paid to stock exchanges.

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

CODE OF CONDUCT

Pursuant to Regulation 15(5) of Listing Regulations, the Code of Conduct applicable to the Board members & senior management personnel has been posted on the website of your company. All Board Members and Senior Management Personnel as on 31st March, 2024 to whom the said Code is applicable have a?rmed compliance of the same for the period ended 31st March, 2024. Based on the a?rmation 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 a?rmed compliance of the 'Code of Business Conduct & Ethics for Board Members and Senior Management Personnel' of the company for the ?nancial year ended on March 31, 2024."

sd/- HARDEEP SINGH

CMD DIN: 09778990

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BUSINESS RESPONSIBILITY & SUSTAINABILITY 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 2023-24. 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 Noti?cation dated 09.11.2018. Preference will be given to ?rms registered with the M/o MSME as per guidelines prescribed under MSMEs Act, 2006.

Pursuant to Public Procurement Policy, during the year 2023-24, total annual procurement by MMTC in respect of administrative requirements was Rs.5.89 Cr., out of which goods and services worth Rs.1.85 Cr. (i.e. 31.40%) were procured from MSEs including MSEs owned by SC/ST Entrepreneurs, Rs.1.05 Cr. (i.e. 56.75%) from MSEs owned by SC/ST entrepreneurs and 0.42 Cr. (22.70%) 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 2023, there were no outstanding public deposits and the company did not invite/ accept any public deposit during the year ended 31st March, 2024.

ANNUAL RETURN

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

STATUTORY AUDITOR'S REPORT

The report of Statutory Auditors for the year 2023-24 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)vide their Communication dated 15.07.2024 has communicated that they have decided not to conduct the supplementary audit of the consolidated ?nancial statements of MMTC Limited for the year ended 31st March, 2024 under section 143(6)(a) read with section 129 (4) of the Act.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. BLAK & COMPANY, Company Secretaries to conduct the Secretarial Audit of the Company for the ?nancial year ended March 31, 2024. 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 ?nancial statements.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company with Related Parties were in the Ordinary Course of Business. Since the Company is not undertaking any business, no related party transactions have taken place. The Audit Committee granted omnibus approval for the transactions undertaken during 2023-24. Suitable disclosures as required under Ind AS-24 have been made in Note 42 of Notes to the ?nancial statements. Form AOC-2 which is annexed herewith.

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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/?les/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 con?rmed 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. It may be pertinent to mention here that the Company is not doing any business for the past couple of years as per instructions of the administrative ministry.

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 noti?cation 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:

1. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
2. 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 ?nancial year and of the pro?t and loss of the Company for the year ended 31.3.2024;
3. the Directors have taken a proper and su?cient 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;
4. the Directors had prepared the annual accounts on a going concern basis.
5. the Directors of your company had laid down internal ?nancial controls to be followed by the company and that such internal ?nancial controls are adequate and were operating effectively; and
6. 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.
7. At present, MMTC is not carrying out any business activity.
8. Auditors/CAG comments on annual accounts of MMTC for the year 2023-24 form part of the annual accounts and are available in this report.

DISPUTE BETWEEN MMTC & ANGLO AMERICAN COAL

The Execution Petition No.19/2018 ?led 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. The Petition is being contested by MMTC.

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BOARD OF DIRECTORS

Following are the changes in the Board of Directors of your company since 1st April 2023: -

The Board places on record its deep appreciation for the commendable services and the contributions made by Shri Vipul Bansal, Shri Siddharth Mahajan, Shri R.R. Sinha and Dr.P.K. Varma who ceased to be Directors on the Board. The Board welcomes new Directors on the Board and expresses its con?dence that the Company shall immensely bene?t 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 & Managing Director