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MMTC Ltd.

BSE: 513377 Sector: Others
NSE: MMTC ISIN Code: INE123F01029
BSE 00:00 | 20 Jul 30.70 -0.50
(-1.60%)
OPEN

31.20

HIGH

31.20

LOW

30.60

NSE 00:00 | 20 Jul 30.70 -0.35
(-1.13%)
OPEN

31.35

HIGH

31.35

LOW

30.60

OPEN 31.20
PREVIOUS CLOSE 31.20
VOLUME 98638
52-Week high 67.73
52-Week low 30.33
P/E 82.97
Mkt Cap.(Rs cr) 4,605
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 31.20
CLOSE 31.20
VOLUME 98638
52-Week high 67.73
52-Week low 30.33
P/E 82.97
Mkt Cap.(Rs cr) 4,605
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

MMTC Ltd. (MMTC) - Director Report

Company director report

The Members MMTC Limited New Delhi.

Ladies & Gentlemen

On behalf of Board of Directors I have the pleasure of presenting the 54th AnnualReport on your company's performance for the financial year ended 31st March 2017 alongwith audited statements of accounts and Statutory Auditor's Report.

OPERATIONAL RESULTS

Your company one of the leading trading companies in India recorded a turnover of

Rs.115934.28 millions during 2016-17 as against the turnover of Rs.124606.41 millionregistered during last fiscal. This business turnover includes Exports of Rs.15801.4million Imports of Rs.84802.6 million and domestic trade of Rs.15330.3 million. TheCompany has reported a net profit of Rs.570.59 million in the current fiscal compared toRs.548.93 million earned last year.

The highlights of the Company's performance during 2016-17 are as below: -

(Rs. in Million)
2016-17 2015-16
Sales of products 115680.01 124344.04
Sales of services 254.27 262.37
Other Trade Earning 1149.30 1083.19
Total Revenue from Operations 117083.58 125689.59
Cost of Sales 114839.06 123724.47
Gross Profit from Operations 2244.52 1965.12
Add: Dividend and other Income 145.71 278.37
Less: Establishment & Administrative Overheads etc. 2477.12 2549.60
Less: Debts/Claims Written off 6.61 0.97
Less: Provisions for Doubtful Debts/
4.80 2.80
Claims/Advances/Investments
Profit Before Interest Depreciation and (98.30) (309.89)
Amortization Expenses and Taxes
Add: Interest Earned (Net) (Interest earned minus 64.66 293.33
Finance Cost)
Profit Before Depreciation and Amortization (33.64) (16.55)
Expenses and Taxes
Less: Depreciation and Amortization Expenses 66.78 57.97
Less: Exceptional Items (912.74) (653.67)
Profit Before Taxes 812.32 579.14
Less: Provision for Current Taxes 274.53 44.20
Less: Provision for Deferred Taxes (32.80) (14.00)
Profit After Taxes 570.59 548.93
Add: Balance brought forward from the previous year 6979.76 6824.29
Items of other comprehensive income recognized directly in retain earnings
Remeasurements of post employment benefit obligation net of tax 0.09 (8.54)
Unamortized premium on forward contract - 7.36
Transfer from Corporate Social Responsibility - 0.07
Dividend & Dividend Tax (361.07) (300.89)
Appropriations:
General Reserve - (100.00)
Other Adjustments - 8.54
Leaving a Balance to be carried forward 7189.37 6979.76

The performance of different business groups of your Company is highlighted in theManagement Discussion and Analysis Report which is annexed and forms part of this Report.

Awards and rankings

? CAPEXIL Award for total minerals exports during 2014-15. It is the 24th time in a rowthat MMTC has won CAPEXIL's most coveted award in the highest category.

? "Best Agency Supplying Gold to Highest Number of Clients" FY 2015-16 byGJEPC.

? "Best Nominated Agency" for FY 2015-16 at the Indian International GoldConvention 2016. ? "Best Nominated Agency" for FY 2015-16 at the BullionFederation Global Convention 2016. ? Special Trophy for Excellence in Exports of MEISItems in the Merchant category by EEPC. ? Star Performer Award for year 2014-15 in theproduct group - Basic Iron and Steel (Large Enterprise) by the Engineering ExportPromotion Council ? India Lead Zinc Development Association for contributions tointernational trade in minerals & metals. ? Best Achiever Award for major industries(PSU) at Utkal Chamber of Commerce and Industry (UCCI) EXPO 2017 ? Navbharat CSRLeadership Summit Award for best CSR Practices in community development 2016 ? SpecialIncentive Award for best performance in official language in 2016-17.

EQUITY SHARE CAPITAL & DIVIDEND

The Board of Directors recommends declaration of dividend @ 30% on the equity capitalof Rs.1000 million of the Company for the year 2016-17 out of profits of the Company.

RESERVES

A sum of Rs.13149.58 million was available in the reserves and surplus of your Companyas on 1st April 2016. Your Directors have proposed that Dividend at the rate of 30% bepaid out of profits of the Company. Accordingly an amount of Rs.13359.15 million wasavailable in "Reserves and Surplus" of your Company as on 31st March 2017.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earnings and outgo of your Company during 2016-17 has been asunder:-

EARNINGS OUTGO
Rs. In Million Rs. In Million
Exports 15473.32 Imports 100786.97
Others 1.02 Others 111.16
Total 15474.34 Total 100898.13

SUBSIDIARY COMPANY

The wholly owned subsidiary of your Company - MMTC Transnational Pte. Ltd. Singapore(MTPL) incorporated in October 1994 with the objective to take advantage ofliberalization/globalization of trade and commerce to tap South East Asian market fortrading in commodities has been engaged in commodity trading and has established itself asa credible and reputable trading outfit in Singapore. During the financial year 2016-17MTPL achieved sales turnover of USD 113.17 million as against US$108.28 million duringlast fiscal. The Net Profit earned by MTPL during the financial year 2016-17 amounted toUS$ 0.04 million. The net worth of MTPL stood at US$ 15.40 million as on 31st March 2017.Pursuant to the provisions of Section 129 of the Companies Act 2013 the auditedfinancial statements of MTPL together with Directors' Report & Auditor's Report areattached herewith.

MMTC'S PROMOTED PROJECT- Neelachal Ispat Nigam Ltd. (NINL)

Your company has set up Neelachal Ispat Nigam Limited (NINL) - an iron & steelplant of 1.1 million tonnes capacity 0.8 million tonne coke oven and by product unit withcaptive power plant jointly with Govt. of Odisha and others. The phase-II of the Projectfor production of steel with Basic Oxygen Furnace Oxygen Plant and SMS has beencommissioned and Steel Billets Production was done on trial basis. During the year2016-17 NINL achieved a turnover of Rs.12687.3 million EBDITA of Rs.14.4 million andincurred net loss of Rs.3567.44 million. This was primarily due to recession in theeconomy and steel sector in particular. After lot of persuasion and efforts finally NINLcould sign Iron Ore Mining Lease on captive basis with Govt. of Odisha for 874.24 hectarehaving 92 million tonne of mineable reserves in the State of Odisha. Mines are expected tocommission iron ore production by June 2018. NINL has also signed MOU with NALCO forsetting up of Coal Tar Pitch Plant. With the stabilization of steel making facility andstarting of iron ore mining by end of current financial year NINL's performance isexpected to improve financially.

Projects/ Joint Ventures

To take advantage of new opportunities emerging in the free market environment yourcompany has promoted a number of joint ventures following the public-private partnershipmodel in earlier years. A brief on the current status of such JVs is given hereunder:

(i) The joint venture for medallion manufacturing unit participated as 26% equitypartner in collaboration with PAMP Switzerland in the name of MMTC-PAMP India Pvt. Ltd.achieved a turnover of Rs.243901.61 millions and profit after tax of Rs.149.29 millionduring 2016-17. MMTC has received a dividend of 20% for its investment in MMTC-PAMP IndiaPvt. Ltd. for FY 2016-17. MMTC-PAMP became India's first LBMA accredited refiner for Goldand silver. During 2016-17 MMTC has sold Gold Bars produced by MPIPL in the domesticmarket achieving a turnover of Rs.7922.2 million.

(ii) A 15 MW capacity Wind Mill project with 25 Wind Energy Generators commissioned byMMTC way back in March 2007 at Gajendragad in Karnataka is running successfully and hascontributed to the development of the area by meeting some portion of energy needs ofKarnataka state. The power generated from the project is sold to HESCOM. The turnover ofthe project during 2016-17 was Rs. 77.3 million with a profit of Rs. 68.6 million.

(iii) To facilitate promotion of two-way trade the SPV promoted by your Company inassociation with IL&FS IIDC has been allotted land to set up International Cargo hubat Haldia and Free Trade and Warehousing Zone at Kandla on lines similar to SpecialEconomic Zone. Two plots of 2.75 acres of land in the Kandla FTWZ has been leased inMarch 2016 and the annual revenue is Rs.5.39 million. Discussions are on with the otherunits for leasing out the plots. The Development Commissioner had granted approval forsetting up a unit within Kandla FTWZ.

(iv) Your company had participated in the equity of Currency Futures Exchange under thename and style of "United Stock Exchange of India Ltd which has been merged with"BSE Limited" (BSE) during the year and as a result your Company holds 38961equity shares of Rs. 2/- each in BSE. During the year BSE earned a net profit of Rs.1986.4millions against Rs.1328.6 millions in 2015-16 and declared an interim dividend of Rs.5/-on equity share of Rs. 2/- each. The shares of BSE has since been listed on National StockExchange (NSE).

(v) Your Company holds 9.55% equity capital in Indian Commodity Exchange Limited (ICEX)as on 31.3.2017 out of total paid up capital of Rs.1675 millions subsequent to the RightsIssue by ICEX(Rs.850 millions) in which MMTC has not participated. During the year ICEXhas reported a net loss of Rs.148.5 million for the year 2016-17. ICEX has got necessaryapproval from SEBI for launching diamond contracts apart from obtaining ‘inprinciple' approval for trading in contracts for Brent Crude and WTI Crude. It has sincegot clearance from SEBI for restarting its trading operations.

(vi) The JV Company - M/s. SICAL Iron Ore Terminals Limited (SIOTL) could not commencecommercial operations due to non-availability of iron ore for exports from Bellary-HospetSector in Karnataka State. In view of uncertain future of iron ore exports and to utilizethe infrastructure created Kamarajar Port Trust (erstwhile Ennore Port Trust) decided toaward the facility through bidding process for modification of the facility to also handlecoal. SIOTL emerged successful to bag the project during such process. As coal does nothave synergy with MMTC's existing line of business MMTC Board has decided to exit fromthe JV process for which is in progress.

(vii) For effective marketing of the finished products of both medallions andjewellery your company has set up a JV Company in partnership with a leading Indiancompany under the name and style of MMTC Gitanjali Limited for setting up retail stores atvarious cities in India. MMTC Gitanjali Limited has reported a turnover of Rs.266.24million for the year 2016-17 as against turnover of Rs.283.24 million during 2015-16 andnet loss of Rs.24.8 million for the year 2016-17.

(viii) TM Mining Company Ltd.-your company's JV with M/s TATA Steel Ltd. for miningexploration and allied activities has obtained certificate for commencement of operations.Efforts are on by the JV company to identify suitable projects to work on.

INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

Cordial and harmonious industrial relations were maintained in the Company during theyear. No man days were lost due to any industrial unrest during the year. Regular meetingswere held with the Federation/ Unions / Associations of Officers Staff and SC/STEmployees under Joint Consultative Machinery Forum. The aim of these meetings is topromote exchange of information/ideas with a view to achieve Company's goals andobjectives.

The aggregate manpower of the company as on 31st March 2017 stood at 1225 comprisingof 5 Board level executives 1 CVO 469 Officers and 639 staff. This manpower includes 6officers 105 staff / workers of erstwhile Mica Trading Company Ltd. which had beenmerged with your company pursuant to the orders of BIFR. The composite representation ofthe total manpower is - women employees representing 21.06% (258 employees) of the totalmanpower; SC ST OBC & persons with disabilities (PWD) to the extent of 20.89% (256employees) 9.14% (112 employees) 9.39% (115 employees) and 1.96% (24 employees)respectively. During the year 08 officers were inducted through open advertisement.

RESERVATION POLICY

Policy for reservations for SCs STs OBCs and PWD in services was followed fully asper the government guidelines in recruitment and promotion.

TRAINING AND DEVELOPMENT

For further enhancing / upgrading the skills of employees in the constantly changingbusiness scenario 556 employees were imparted training during the year in differentspheres of company's activities. This was done through programmes organized in associationwith in-house faculty as well as external resource persons from renownedinstitutions/organizations. The employees deputed for training had adequate representationof SC ST and women employees (SC- 71 ST- 33 and women -162). In terms of man days suchtraining works out to 745 training man days during the year 2016-17.

IMPLEMENTATION OF OFFICIAL LANGUAGE

The Company is committed to implement Official Language Policy of the Government ofIndia. Best efforts were made to achieve the targets prescribed in the Annual Programmefor the year 2016-17 issued by the Department of Official Language Ministry of HomeAffairs Govt. of India. To promote the usage of Hindi in Company's day-to-day workseveral programmes viz. Hindi Workshops/Hindi Typing training on Computers/HindiDay/Week/Fortnight were organized at Corporate Office and Regional Offices during theyear. This has brought positive results and a considerable increase of use of Hindi wasobserved in day to day official work.

During the year the Hon'ble Committee of Parliament on Official Language inspected ourRegional Office at Mumbai and Jaipur for reviewing the progress of implementation ofHindi. The Company's Corporate Office and Sub Regional Office Bangalore were awarded withVishesh Prashansa Purasakar and First Prize respectively by Town Official LanguageImplementation Committee(PSUs) Delhi and Town Official Language Implementation CommitteeBangalore for the outstanding work done in the area of Official Language implementation.

VIGILANCE

The Vigilance Wing of your Company continued its focus on preventive vigilance tofoster the goodwill & confidence stemming from value based business practices and forstrengthening the Company as a professionally managed globally competitive &internationally reputed organization. With the initiatives of Vigilance Division of yourCompany various drills/manuals have been prepared and implemented. Under the newinitiatives through video conference quick redressal of problem and issues at regionallevel was introduced. Vigilance Division is also instrumental in overhauling of

Systems and Procedures to detect and deal with the system failures and effectiveobservance of conduct rules. During the year the vigilance division processed 18complaints (13 were carried over from last year and there were 5 new complaints). Out ofthese 9 complaints have been disposed of and action on remaining 9 complaints is inprogress and two new vigilance cases were registered. Division is also instrumental inorganizing "Vigilance Awareness Week" in various offices of MMTC from 31.10.2016to 5.11.2016 with the theme of "Public participation in promoting integrity anderadication of corruption". Training to Vigilance and Non-Vigilance Officers has beenimparted on zonal basis for sensitizing the employees about the preventive vigilanceaspect.

VIGIL MECHANISM

In accordance with the provisions of Section 177 of Companies Act 2013 the Board ofyour company introduced a Scheme on ‘Vigil Mechanism' in 2014. The vigil mechanism isestablished for Directors and employees to report their genuine concerns. The concerns ifany from any employee/Director shall be addressed to the Chairman of the Audit Committee.This mechanism is apart from the Whistle Blower Policy already in force. During the yearunder review no complaint has been received either under the Vigil Mechanism or under theprovisions of Whistle Blower Policy. Further it is affirmed that no person was restrainedfrom accessing the Chairman of Audit Committee.

INTEGRITY PACT

Integrity Pact is promoted as part of series of steps taken by Central VigilanceCommission for ensuring transparency equity and competitiveness in public procurement.Your Company has also implemented the same to promote transparency/equity amongst thebidders and to plug any possibility of corrupt practices in trade conducted by theCompany. Shri D.R.S. Chaudhary IAS (Retd.) has been appointed to function as IndependentExternal Monitors (IEM).

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABLE DEVELOPMENT

MMTC's CSR Policy is in line with Section 135 of the Companies Act and the CSR Rules asnotified by the Ministry of Corporate Affairs. The CSR Projects are being undertaken interms of Section 135 of the Companies Act. The new CSR Policy is hosted on MMTC's website.In compliance to CSR Rules your Company in its endeavor to continue it commitment towardsCSR & Sustainability initiatives during the year 2016-17 a sum of Rs.8.14 million wasallocated for undertaking the CSR activities which was equivalent to 2% of the average netprofit of preceding three years.

The funds allocated during 2016-17 under CSR were spent towards activities majorlyrelated to the Swachh Bharat Abhiyan Clean Ganga Mission Skill India Mission Promotionof healthcare and Yoga and Promotion of sports/para-sports. Besides this MMTC supporteddistribution of artificial limbs and assistive devices to the differently abled. Theannual report on CSR activity undertaken by your Company during 2016-17 is annexed to thisReport.

CORPORATE GOVERNANCE

Your Company reposes its firm faith in continuous development adoption and dedicationtowards the best corporate governance practices. Towards this end the norms prescribedunder the Companies Act 2013 SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015(Listing Regulations) and Guidelines applicable for CPSEs issued by theDepartment of Public Enterprises in this regard are being implemented in letter andspirit. However appointment of woman director on the Board of the company including twoIndependent Directors as required on 31.3.2017 is yet to be made by the Government.

A separate Report on Corporate Governance along with certificate from M/s Blak &Co.(CP No.11714) regarding compliance of the stipulations relating to corporate governancespecified in Listing Regulations is annexed hereto and forms part of this report. It maybe mentioned that the company has complied with the CG norms prescribed by the Departmentof Public Enterprises applicable for CPSEs and a quarterly reports in this regard are sentregularly.

CODE OF CONDUCT

Pursuant to Regulation 15(5) of Listing Regulations the Code of Conduct applicable tothe Board members & senior management personnel has been posted on the website of yourcompany. All Board Members and Senior Management Personnel as on 31st March 2017 to whomthe said Code is applicable except one suspended Director(Marketing) have affirmedcompliance of the same for the period ended 31st March 2017. Based on the affirmationreceived from Board Members and Senior Management Personnel declaration regardingcompliance 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 except oneDirector(Marketing) have affirmed compliance of the ‘Code of Business Conduct &Ethics for Board Members and Senior Management Personnel' of the company for the financialyear ended on March 31 2017."

Sd/-

VED PRAKASH

Chairman & Managing Director

DIN.: 02988628

BUSINESS RESPONSIBILITY REPORT

In accordance with the provisions of regulation 34(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 your Company has prepared the BusinessResponsibility Report for inclusion in the Annual Report for the year 2016-17. Theframework and principles suggested by SEBI to assess compliance with environment socialand governance norms pertaining to Corporate Social Responsibility and SustainableDevelopment activities of the Company. The Business Responsibility Report of your Companyis annexed herewith and forms part of the Annual Report.

PPP for MSEs

In pursuance of Public Procurement Policy (PPP) for Micro and Small Enterprises (MSEs)in its endeavor MMTC have been making efforts to procure goods and services from MSEsequivalent to 20% of the value of its annual requirement. Out of 20% 4% of items are tobe procured from the entrepreneurs belonging to the category of SCs and STs. During2016-17 MMTC in respect of its administrative requirements procured goods and services(which mainly include office equipments stationery items office maintenance housekeeping & security services etc.) has procured 58.26% (Rs.46.8 millions) from annualprocurement of Rs.81.8 millions and Rs.5.1 millions from MSEs owned by SC/ST entrepreneurswhich is 31.19% against a sub-target of 4% out of 20% MSE target of annual procurementearmarked for procuring from MSEs owned by SC/ST entrepreneurs.

During 2017-18 MMTC in respect of administrative requirements intends to procuregoods and services amounting to Rs.80 millions (+/-10%) (approx.) In compliance of PublicProcurement Policy for Micro & Small Enterprises.

PUBLIC DEPOSIT SCHEME

As on 1st April 2017 there were no outstanding public deposits and the company did notinvite/ accept any public deposit during the year ended 31st March 2017.

ANNUAL RETURN

The extracts of Annual Return pursuant to provisions of Section 92 read with Rule 12 ofthe Companies (Management and Administration) Rules 2014 is furnished in prescribedform-MGT-9 and the same is annexed herewith.

STATUTORY AUDITOR'S REPORT

The report of Statutory Auditors for the year 2016-17 along with Management's reply tothe observations of the Statutory Auditors is annexed herewith.

COMMENTS OF COMPTROLLER & AUDITOR GENERAL OF INDIA

The Comptroller & Auditor General of India (C&AG) has given "Nil"comments under section 143 (6) (b) of the Companies Act 2013 on the accounts of theCompany for the year ended 31.03.2017. The communication dated 25.07.2017 of C&AG ofIndia in this regard is annexed herewith.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of M/s. Blak & Co. Practicing Company Secretaries NewDelhi to conduct the Secretarial Audit of the Company for the financial year ended March31 2017. The Secretarial Audit Report (in Form MR-3) along with Management's Reply on theobservations of the Secretarial Auditor is annexed herewith.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013

Details of investments loans and guarantees covered under the provisions of Section186 of the Companies Act 2013 are given in Note 81013 and 36 respectively of the Notesforming part of the financial statements. The company has extended working capital creditfacilities limit of Rs.14050 millions during the financial year 2016-17 (reduced toRs.13450 millions as on 31.3.2017) to meet the day to day operational activities of the JVcompany M/s Neelachal Ispat Nigam Limited in accordance with provisions of Section 186 ofCompanies Act 2013 duly approved by the Board out of which the total outstanding as on31.3.2017 is Rs. 13274.8 millions.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company with Related Parties were in the Ordinary

Course of Business and not at Arm's Length basis. The Audit Committee granted omnibusapproval for the transactions undertaken during 2016-17. The approval of the Board andShareholders at the AGM for such Related Party Transactions were taken. Suitabledisclosures as required under Ind AS-24 have been made in Note 44 of Notes to thefinancial statements. Details of the transaction are provided in Form AOC-2 which isannexed herewith. The Policy on Related Party Transactions as approved by the Board ofDirectors has been uploaded on the Company's website at the following link:http://mmtclimited.com/files/.pdf/95_party_policy.pdf

RISK MANAGEMENT POLICY

The Board of Directors approved the Risk Management Policy after the same has been dulyrecommended by the Audit Committee of Directors to take care of various risks associatedwith the business undertaken by your company. The details of Risk

Management as practiced by the Company is provided as part of Management Discussion andAnalysis Report which is annexed herewith.

CONSERVATION OF ENERGY

During the year 2016-17 there was no production activity in (Mica group) of yourcompany. Hence the provisions of Rule 8(3) of Companies (Accounts) Rules 2014 are notapplicable.

PARTICULARS OF EMPLOYEES

Pursuant to provisions of Rule 5(2) of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules as amended from time to time it is stated that there were noemployees who were in receipt of remuneration exceeding Rs.60 lakhs per annum or Rs. 5.00lakhs per month during the year 2016-17.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 your Directorsstate that: a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;b) the Directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for the year ended 31.3.2017; c) the Directors have taken aproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d) the Directors had preparedthe annual accounts on a going concern basis. e) the directors of your company had laiddown internal financial controls to be followed by the company and that such internalfinancial controls are adequate and were operating effectively; and f) the Directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

The Company has in place a Policy in line with the requirements of The SexualHarassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013.An Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment at work place. All employees (permanent contractualtemporary trainees) are covered under this policy. No complaints were received by theCompany under the above Act during the year under review.

BOARD OF DIRECTORS

Following are the changes in the Board of Directors of your company since 1st April2016: -

Name of the Director Category Date of Appointment/ Cessation Appointment/ Cessation
Mr. Rana Som Non-official (Independent) Director 09.04.2016 Cessation
Mr. N.Bala Baskar Non-official (Independent) Director 09.04.2016 Cessation
Dr. Subas Pani Non-official (Independent) Director 09.04.2016 Cessation
Mr. S.R.Tayal Non-official (Independent) Director 09.04.2016 Cessation
Mr. R.Anand Non-official (Independent) Director 15.06.2016 Appointment
Mr. B.K. Shukla Non-official (Independent) Director 04.07.2016 Appointment
Mr. M.G. Gupta Director(Finance) 08.12.2016 Cessation
Mr. Rajeev Jaideva Director(Personnel) 31.12.2016 Cessation
Mr. A.K. Bhalla Govt. Nominee Director 02.11.2016 Cessation
Dr. Inder Jit Singh Govt. Nominee Director 02.11.2016 Appointment
Mr. T.K. Sengupta Director(Personnel) 02.01.2017 Appointment
Mr. Rajnish Goenka Non-official (Independent) Director 27.01.2017 Appointment
Dr.Jayant Dasgupta Non-official (Independent) Director 07.02.2017 Appointment
Mr. R.R.Jadeja Non-official (Independent) Director 11.02.2017 Appointment
Mr Anand Trivedi Director(Marketing) 02.7.2017 Cessation

The Board places on record its deep appreciation for the commendable services and thecontributions made by the Directors who ceased to be on the Board w.e.f. 1.4.2016 onwards.The Board also welcomes S/Sh.. R. Anand Balkrishna K. Shukla Dr. Inder Jit Singh T.K.Sengupta Rajnish Goenka Dr. Jayant Dasgupta and R.R. Jadeja and expresses its confidencethat the Company shall immensely benefit from their rich and varied experience.

During the year two whole time directors Shri M G Gupta and Shri Anand Trivedi wereplaced under suspension on 7.11.2016 & 6.12.2016 respectively by the administrativeministry. In terms of provisions of Article 87(4)(A) of Articles of Association of theCompany regarding rotational retirement of Directors Shri P.K. Jain Director(Marketing)shall retire at the AGM and being eligible has offered himself for reappointment.

ACKNOWLEDGEMENTS

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

By the Order of the Board
sd/-
( Ved Prakash )
Chairman & Managing Director
DIN No: 02988628
Dated: 09.8.2017