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MSTC Ltd.

BSE: 542597 Sector: Others
NSE: MSTCLTD ISIN Code: INE255X01014
BSE 00:00 | 01 Oct 161.05 -3.25
(-1.98%)
OPEN

163.60

HIGH

164.90

LOW

160.20

NSE 00:00 | 01 Oct 161.35 -2.90
(-1.77%)
OPEN

163.60

HIGH

165.00

LOW

160.00

OPEN 163.60
PREVIOUS CLOSE 164.30
VOLUME 13562
52-Week high 235.15
52-Week low 72.60
P/E 22.56
Mkt Cap.(Rs cr) 1,134
Buy Price 161.05
Buy Qty 350.00
Sell Price 164.50
Sell Qty 110.00
OPEN 163.60
CLOSE 164.30
VOLUME 13562
52-Week high 235.15
52-Week low 72.60
P/E 22.56
Mkt Cap.(Rs cr) 1,134
Buy Price 161.05
Buy Qty 350.00
Sell Price 164.50
Sell Qty 110.00

MSTC Ltd. (MSTCLTD) - Director Report

Company director report

To The Shareholders MSTC Limited

The Directors are pleased to present the 53rd Annual Report on the businessand operation of the Company together with the Audited Accounts and the Auditor's Reportfor the year ended 31st March 2018.

A) Agency Business

This year the total volume of Agency Business stands at ? 3639015 lakh against?3271632 lakh in 2016-17. Break-up for the year 2017-18 vis-a-vis 2016-17 is as follows:

Business Segment

Volume of Business (? in lakh)

2017-18 2016-17
Scrap Disposal 406683 308892
e-Sale 1551469 1412712
Coal e-auction 995887 10.16623
Iron ore e-auction 684976 533455
Total (A) : 3639015 3271682

B) E- Procurement

Business Segment

Volume of Business (? in lakh)

2017-18 2016-17
c-Procurement 3626896 1404.149
Total (B): 3626896 1404149
Total (A+B): 7265911 4675831

C) Trading

The performance of the Trading Division shows a total volume of business of Rs 935181lakh against Rs 459765 lakh in 2016-17. Break-up for the year 2017-18 vis-a-vis 2016-17 is as follows:

Business Segment

Volume of Business (? in lakh)

2017-18 2016-17
Imported materials 225300 192243
Indigenous materials 709881 267522
Total (C) : 935181 459765
Grand Total (A+B+C) : 8201092 5135596

Financial Highlights of the Company

The Profit after Tax stands at ?7663 lakh in FY 2017-18 as against ? 6543 lakh lastyear. The Financial results of the Company for the year 2017-18 and 2016-17 are givenbelow:-

(Rs. in lakh)
2017-18 2016-17
Volume of Business 8201092 5135596
Profit (Loss) before tax 11159 9.661
Tax 3496 3118
Profit after tax 7.663 6543~~
Paid up capital (Equity) 3520 1760
Reserves 46616 46933
Dividend (%) 74% 95 (Interim) 71 (Final)
Earnings per share (?) (Face value ?10/-) 22 11
PBT Per Employee 11 31

Dividend

The Board of Directors of your Company has recommended a Dividend of 74% for thefinancial year ended 31s1 March 2018. The Dividend if declared by the membersin ensuing ACM shall be paid to the shareholders whose names will appear in the registerof Members on the date of AGM.

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

Reserves

The General Reserves of the Company stood at ? 46933 lakh as on 31st March2017. During the year ? 2683 lakh have been transferred to the General Reserve from theProfit & Loss Account. The General Reserves stand at ? 49616 lakh as on 31stMarch 2018.

Share Capital

The authorized share capital of your Company as on 31st March 2018 standsat ^500000000 divided into 50000000 equity shares of ? 10 each. Your Company issuedbonus shares in the ratio of 1:1 i.e. one bonus shares in the ratio of one shares.Consequently the paid up share capital of the Company increased from ? 175000000divided into 17600000 equity shares of ? 10 each to ? 352000000 crores divided into35200000 equity shares of? 10 each.

Transfer to Investor Education and Protection Fund:

Section 124 of the Companies Act 2013 provides that any dividend that has remainedunpaid / unclaimed for a period of seven years from the date of transfer to unpaiddividend account shall be transferred to the Investor Education and Protection Fund (IEPF)established by Central Government.

Unclaimed dividend of for the FY 2009-10 was transferred to the IEPF authority on 22'November 2017.

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

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

Accordingly all such shares in respect of which dividend had remained unclaimed forthe FY 2009-10 to 2016-17 were transferred to the demat account of the IEPF authority on30.11.17. The details of such shares are hosted on the website of the companywww.mstcindia.co.in

Conservation of Energy Technology Absorption and Foreign Exchange Earning and Outgo

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

Corporate Governance & Management Discussion and Analysis Report

Separate details on Corporate Governance and Management Discussion and Analysis reportare attached herewith as Annexure II and form part of this Board's Report. ComplianceCertificate on Corporate Governance is placed as Annexure to Board's Report.

Extract of Annual Return

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

Systems

MSTC's IT infrastructure is by far the most sophisticated and robust in the country totake up ecommerce services in a secure and transparent manner for more than 90000 clientsacross the globe.

MSTC's IT Department is equipped with the powerful IBM Power Series 740 Servers havingrobust processing power and can serve thousands of concurrent hits. The servers are highly

energy efficient leading to saving of power and these servers are in operation withredundancy & in high availability disaster recovery mode for providing uninterruptedservices to our stake holders like Principals Bidders & other user.

Mumbai Disaster Recovery' site is also having a similar set up as in Kolkata DataCenter.

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

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

SSL Encryption

SSL (Secure Sockets Layer) is the standard security technology for establishing anencrypted link between a web server and a browser. This link ensures that all data passedbetween the web server and browsers remain private and integral. We have implemented256-bit SSL in our web server.

All network equipment like routers switches are from CISCO and are totally ready forIPv6 migration. Security Appliances like Firewalls IPS are in place to preventunauthorized intrusion with latest signatures.

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

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

MSTC has developed an in-house complete e-Procurement solution with e-tenderinge-reverse auction e-reverse auction with LI matching and many other modes. GeneralFinancial Rules. CVC guidelines IT Act 2000 and its Amendment of 2008 have been adheredto in this e Procurement application and the said service has been certified by STQC.

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

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

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

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

Developments of Information Technology during 2017-18

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

2) ISO 27001:2013 certification is in place and was re-certified after clearance ofrecertification audit by STQC and this certificate is valid up to 12th. June. 2020 andsurveillance audit is carried out every year.

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

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

5) On August 1 2017Hon'ble Union Minister for Consumer Affairs. Food and PublicDistribution Shri Ram Vilas Paswan and Hon'ble Union Steel Minister Chaudhary BirenderSingh launched Rashtriya Kisan Agri Mandi (e-RaKAM) an e-platform for farmers andinstitutional sellers to sell agricultural produce on pan India basis.

6) Online major &Minor Mineral Block auction for the states ofRajasthan/Chhattisgarh/UP &other States have been conducted successfully with utmosttransparency and monetary gain.

7) Three stages bidding web application for Agricultural and Processed Food ProductsExport Development Authority (APEDA) has been developed for sale of Organic Food productsonline.

8) Multi currency multi stage events with global participation have been developed andsuccessfully implemented on 18"' May 2017 which is well before the MoU Target of30.09.2017for NMDC.

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

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

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

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

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

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

15) National e-bidding portal for Power Purchase Agreement (PPA) on Medium term basison behalf of Ministry of Power has been developed 8c implemented.

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

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

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

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

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

21) Automation in Pre-Bid EMD Collection activation & refund through online makingour e- Auction system more user friendly & transparent. The system was madeoperational on 27.12.2017 in all respects.

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

23) MSTC opened eight new branch offices to increased outreach and for attainment ofcustomer's satisfaction.

Human Resource Development (HRD)

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

Being in service industry human resource has been a major thrust area in theperformance of the Company. Various MOU targets pertaining to the development of the HumanResources were completed successfully within stipulated time period. Furthermore.12(twelve) number of one week training Programme on various topics were conducted in theace Institutes of India such as IIM's and Institute of Indian Industry for betterlearning.

Besides this appraisal process of all the employees quarterly' updating of theirvigilance status on online portal and holding of Departmental Promotion Committee tookplace within specified timeline.

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

Welfare of weaker sections

25 Management Trainees and 6 Assistant Managers were recruited during the financialyear; 9. 6 and 1 persons belonged to OBC SC and ST category respectively; of which 2(two)belong to PWD (VH). The directives in matters concerning recruitment and promotionregarding the weaker sections have been duly complied with. Other directives issued fromtime to time regarding reservation relaxation concession etc. for the SC/ST/OBC/PWDcandidates pertaining to the policies and procedures of the Government were duly observed.All Departmental Promotion Committees and Selection Committees (in case of recruitment)constituted during the year had representatives of SC/ST community.

During the year 9 SC 5 ST and 23 OBC employees of the Company were sponsored fortraining programs both In-house and Institutional training programs out of which 3employees were PWDs and 3 belonged to Minority.

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

Empowerment of Women

MSTC is a Corporate Life Member of Forum of Women in Public Sector (W1PS) and womenemployees were nominated in the programs organized by WIPS. Internal Complaints Committeesconstituted in all the offices of MSTC have been functioning successfully. Periodicalmeetings and Complaint redressal awareness programs etc. are also duly conducted by theCommittees.

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

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

MSTC has in place a mechanism for prevention and redressal of sexual harassment ofwomen employees at the workplace in accordance with the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. Internal ComplaintsCommittees (ICCs) have been set up in all the offices of the Company for renderingnecessary assistance to and dealing with complaints if any of all the women employees ofthe Company. All employees (permanent outsourced trainees etc.) are covered under thispolicy.

The following is a summary of sexual harassment complaints received and disposed offduring each calendar year.

* No. of complaints received: Nil.

* No. of complaints disposed off: Nil.

MANPOWER STATISTICS OF MSTC AS ON 31-03-2018

HO ERO NRO WRO SRO JAIPUR TRIVANDRAM VIZAG BHOPAL VADODARA GUWAHATI HYDERABAD BHUBANESWAR LUCKNOW BANGALORE CHNANDIGARH RAIPUR RANCHI TOTAL As on 31.3.2018 TOTAL AS ON 31.3.17
EX 85 n 16 14 10 6 4 10 5 8 5 7 4 6 9 6 4 3 213 188
N - EX 36 9 17 13 6 0 2 10 1 8 0 2 0 1 8 0 0 0 113 121

SC/ST/OBC/PHYSICALLY HANDICAPPED/EX-SERVICEMEN STATUS

AS ON 31-03-2018

Group Total

Employee

OBC GENERAL SC ST
Group A 213 52 (24.41%) 112(52.58%) 35(16.43%) 14(6.57%)
Group B 18 0 (0%) 11(61%) 6(33.33%) 1(5.55%)
Group C 86 18(20.9%) 49(56.97%) 16(18.60%) 3(3.48%)
Group D 9 0(0%) 5(55.55%) 4(44.44%) 0(0%)
Total

Employee

326 70(21.47%) 177(54.29%) 61(18.71%) 18(5.52%)

MALE/FEMALE AS ON 31-03-2018

MALE FEMALE TOTAL
EX 173 40 213
N-EX 96 17 113
TOTAL 269 57 326

Grievance Redressal Mechanism

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

A Grievance Committee is constituted at Head Office and Grievance Cells have beenconstituted at the Regional and Branch Offices. The grievances are settled/resolved afterthe Competent Authority's approval on the recommendation made by the grievance committee.The grievance committee makes recommendation after examination of the grievances andobtaining comments of the concerned department/region/branch.

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

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

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

Statement of Public Grievances for the period of 01.04.2017 to 31.03.2018

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

Right to Information Act 2005

Provisions of RTI Act 2005 were complied with for processing the RTI applications andappeals received in all offices of MSTC. There are one Transparency Officer one FirstAppellate Authority one CPIO one Nodal Officer in MSTC Head office and everyregion/branch has one PIO for effectively processing the RTI applications received atvarious locations of the Company. All quarterly reports have been submitted on-line andreports have been uploaded on C1C site. During 01.04.2017 to 31.3.2018 total 106 RTIapplications and 30 First Appeals have been received through online and by post also. Outof that 102 RTI Applications and 29 Appeals have been disposed of and 2 RTI applicationswere rejected.

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

Official Language

MSTC arranged National Hindi Seminar on Bhartendu Ki Prasangikta Aaj Ki Hindi andBhavisya Me Hindi on 11.01.2018 at Kolkata. The seminar was inaugurated by Hon'bleMinister of Steel Chaudhary Birendra Singh in the presence of Hon'ble Minister of Steelfor State Shri Vishnu Deo Sai and other dignitaries. In this occasion Hon'ble Ministerof Steel Chaudhary Birendra Singh unveiled MSTC's Hindi magazine "Sangati"along with Hon'ble Minister of Steel for State Shri Vishnu Deo Sai and othersdignitaries.

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

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

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

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

On 12.08.017 CMD MSTC Limited was awarded by the Governor in the Prize distributionceremony of TOLIC Kolkata for excellent performance in Official language implementationin the Company.

Vigilance

The Vigilance setup of MSTC being headed by Chief Vigilance Officer (CVO) is committedto enhancing efficiency and transparency in the organization primarily through systemimprovements preventive and proactive vigilance.

During the year 2017-18 09 routine inspections were carried out in theRegional/Branch/Site offices on the ongoing procedure/practice of e-auction activities. Inaddition 02 surprise checks wTere carried out. 01 Departmental inquiry wasdisposed of which resulted in punitive action against 1 official. Complaints as receivedfrom MOS/CVC as well as other sources were inquired and disposed of in time bound manner.Such examinations/investigations have resulted in initiation of various system improvementmeasures.

As per the directives of Central Vigilance Commission Vigilance Awareness Week-2017has been observed in MSTC Limited across the country w.e.f. 30.10.2017 to 04.11.2017emphasizing the theme of "My Vision-Corruption Free India" ("#IT <48-^ -a^dl-JK 3pfrT 3TR7T).

During the week in order to generate awareness educate and discuss transparency amongofficials/stakeholders as well as general public to arrest the root cause & threat ofcorruption and to promote good governance various activities were organized.

1. Inauguration - The Vigilance Awareness Week commenced with the administration ofIntegrity Pledge to the employees by CMD MSTC while inaugurating the week on 30"'October 2017.

2. Wide Publicity -

• 1000 pamphlets distributed to MSTC Employees Visitors Contractual Workers andcustomers/principals with information on whistleblower mechanism and other anti-corruptionmeasures and they were requested to take e-pledge.

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

• A special brochure on the theme was unveiled highlighting the tool of preventivevigilance such as Automation and Leveraging technology being envisaged by MSTC to removethe monopoly in delivery of services and personal discretion. A total of 600 brochureswere circulated to Govt. Departments PSUs and Ministries for wider dissemination andawareness.

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

3. Employees Competitions - i. Slogan Competition for Employees of MSTC on the theine-"MY VISION-CORRUPTION FREE INDIA" ii. Essay Competition for Employees of MSTCon the theme- "MY VISION-CORRUPTION FREE INDIA" iii. Quiz Competition forEmployees of MSTC on issues in Vigilance CVC and other Anti-corruption Laws Policiesmanuals and guidelines of MSTC. iv. Elocution Competition for Employees of MSTC.

4. Competitions in Schools and Colleges - i. Elocution Competition Creative writingcompetition and slogan writing competition for students of St. James' School Kolkatastudying in Class XI to XII on topic "My Vision-Corruption free India" ii.Elocution Competition for management students of batch 2015-17 & 2016-18 atInternational Management Institute Kolkata. iii. Cartoon/Poster competition amongst thestudents of Govt. Sarvodaya Bal Vidyalaya New Delhi and Sri Visvodaya Education Society.Visakhapatnam.

5. Integrity Club - Integrity Club has been constituted at St. James' School EntallyKolkata with a novel initiative of ingraining the ethical values in the minds of schoolstudents.

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

7. Workshops / Sensitization programs:

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

b. Seminar on CVC theme "My Vision-Corruption Free India" ConcludingCeremony and Prize distribution to winners of event organized during the week on04.11.2017.

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

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

10. Integrity Pact Meeting - A meeting on integrity pact was chaired by Shri AsolcKumar Sinha Independent External Monitor (IEM) MSTC which was attended by CMD Director(Finance) CVO and other senior officials held at the Head Office MSTC Kolkata on04-11-2017.

S Preventive Vigilance/System Improvement

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

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

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

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

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

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

(g) Purchase and Service Contract Manual formulated.

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

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

System improvement suggestions: System improvement suggestions were made in variedareas of organizational activities:

i. Review of Accounts Manual.

11. Review of risk management policy at intermittent intervals.

iii. Regular quantity and quality assessment by independent third party for pledgedmaterials lying at customer's premises.

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

v. Improvement suggested in the operation module in varied aspects such as registrationof

bidders renewal of Selling Agency Agreements e-auction catalogue receipt of EMDpre-bid EMD stipulation monitoring the validity of bids under Subject to Approvalunambiguous categorization of lots Acceptance Letter Delivery Order etc.

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

SI. Subject of Study

1. Fixed Asset management of MSTC.

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

3. CSR Policy of MSTC and monitoring of projects.

4. Promotion 8s Transfer Policy of MSTC.

5. Standardization of NITs Bid Documents etc.

6. Recruitment process in MSTC.

7. Monitoring the award of contract for undue delay.

8. Payment to the contractors.

9. Rotational Transfer Policy

10. Purchase 85 Sendee Contract Manual.

Directors Responsibility Statement

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

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

The Directors have selected such accounting policies and applied them consistently 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 as at 31.03.2018 and of the profit of theCompany for the financial year 2017-18.

The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities.

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

The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Directors & Key Managerial Personnel

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

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

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

Dr. Promodita Satish Economic Advisor Ministry of Steel and Smt. Ruchika ChaudhryGovil. Joint Secretary Ministry of Steel Govt of India were appointed as GovernmentNominee Director w.e.f. 15.06.2017 and 11.10.2017 respectively.

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

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

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

MSTC being a Government Company the appointment and evaluation of directors are doneby Administrative Ministry.

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

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

KMP Designation
1. Shri B.B. Singh Chairman and Managing Director
2. Shri A.K. Basu Director (Finance)
3. Smt. Bhanu Kumar (w.e.f. 10.10.2017) Director (Commercial)
4. Shri S. K. Ray (upto 27.07.2018) Company Secretary
5. Shri Ajay Kumar Rai (w.e.f. 27.07.2018) Company Secretary

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. Hence the provision ofsection 188 in the Companies Act 2013 as amended are not attracted. Thus disclosures inForm AOC- 2 are not required. Further there are no related party transactions with thedirectors and KMP or other designated persons which may have a potential conflict withthe interest of the Company.

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

Corporate Social Responsibility

The Company is seriously committed to social upliftment. In line with the CompaniesAct 2013 and also DPE guidelines the Company has a CSR Committee which functions as perthe Govt guidelines and the Company CSR policy. The CSR Policy of the Company has beenapproved by the Board and is hosted on the website of the Company.

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

Secretarial Audit

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

Auditors

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

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

The comments of the CAG on the Annual Accounts of the Company in terms of Section143(6)(b) of the Companies Act 2013 shall be deemed as part of the Board's Report.

Number of Meetings of the Board

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

Disqualification of Directors

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

Notice of Interest by the Directors

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

Committees of the Board

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

Audit Committee

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

Nomination and Remuneration Committee

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

Corporate Social Responsibility (CSR) Committee

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

Share Transfer Committee

Constitution of the Stakeholder's Relationship Committee as provided under Section178(5) of the Act do not apply to the Company as the number of shareholders are below onethousand. However the Share Transfer Committee is in place with Shri A. K. Basu Director(Finance) and Smt. Bhanu Kumar Director (Commercial) as members.

Details of the above Committees are provided under corporate governance section formingpart of the Board report.

Subsidiary Company and Joint Venture Ferro Scrap Nigam Limited

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

(Rs in lakh) 2017-18 2016-17
Total Revenue 34030 32830
Profit/(Loss) Before Tax 1304 3622
Profit/(Loss) After Tax 807 2375

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

Mahindra MSTC Recycling Pvt. Ltd

MSTC had entered into JVA with Mahindra Intertrade Limited and formed a Joint VentureCompany "Mahindra MSTC Recycling Pvt. Ltd.".

Consolidated Financial Results

In accordance with the provisions of the Companies Act 2013 and the AccountingStandards issued by the Institute of Chartered Accountants of India your Corporation hasprepared the Consolidated Financial Statement for the group including its subsidiary andjoint venture and attached with your Companies report.

Material Changes and Commitments if any affecting the Financial Position of theCompany

There are no material changes and commitments affecting the financial position of theCompany that have occurred between the close of the financial year ended 31s1March 2018 and the date of Board's Report.

Details of Significant and material order passed by the Regulators Courts andTribunals

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

Particulars of Loans Guarantees or Investments

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

Public Deposits

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

Compliance of DPE Guidelines and Policies

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

Compliance with Secretarial Standards

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

Internal Financial Controls

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

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

Acknowledgement

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

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

For 8s on behalf of the Board^f Directors

(B.B.A.Singh)

Chairman-cum-Managing Director

Annexure: I

Annexure to Board's Report

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

Conservation of Energy and Technology Absorption

The Company has upgraded its Server to the latest IPV6 which consumes much lesselectrical power and conserves energy. Being IT oriented Company technological upgradationis a continuous process in MSTC and has been fully achieved by your Company.

Foreign Exchange Earnings & Outgo

The total foreign exchange outgo during the year 2017-18 for import of goods and otherswas ^2253031 lakh as against ? 192251 lakh in the year 2016-17. The Company has earned?1.00 lakh in foreign exchange during the year 2017-18. In the previous year i.e. 2016-17.the foreign exchange earning was ? 1.00 lakh.

Annexure: II Corporate Governance

MSTC's Policy on Corporate Governance

Effective corporate governance practices to provide for an environment in achieving theobjectives of the Company have been the basic management philosophy of your Company.

All out efforts are made for transparency and integrity at all levels of management inorder to retain confidence reposed in its management by the stakeholders.

MSTC aspires to follow high ethical standards commitment to values while doingbusiness maintain transparency conduct due diligence in commercial contracts and followsbest governing practices. The guidelines on Corporate Governance for Central Public SectorEnterprises as issued on May 2010 have been complied with in the year 2017-18 and shallbe complied with in future also.

Board of Directors

Composition of Board of Directors

The Board of MSTC comprises of combination of Executive (Whole Time Directors) and Non-Executive Directors (Which includes Independent Directors and Government NomineeDirectors). Independent Directors are eminent persons having vast experience in the fieldof economics administration etc.

As on 31s1 March 2018 the Board of MSTC comprises of 9 Directors whichincludes 3 Executive Directors (Whole-Time Directors) and 6 Non-Executive Directors outof which 4 are Independent Directors and 2 are Government Nominee Directors.

The Board of Directors of MSTC Ltd. presently consists of Shri B. B. SinghChairman-cum- Managing Director Shri A. K. Basu Director (Finance) and Smt. Bhanu Kumar.Director

(Commercial) who are whole time Directors. Shri B. B. Singh is also acting as Chairmanof Ferro Scrap Nigam Limited (FSNL) and Mahindra MSTC Recycling Pvt. Ltd. (MMRPL). Shri A.K. Basu is also acting as Director of Ferro Scrap Nigam Limited (FSNL) and Mahindra MSTCRecycling Pvt. Ltd. (MMRPL). Smt. Ruchika Chaudhry Govil Joint Secretary Ministry ofSteel Govt of India and Dr. Promodita Sathish Economic Advisor Ministry of SteelGovt of India are Government nominee Directors. Shri G. R. Aloria Ex Chief SecretaryState Govt of Gujarat Dr. T. V. Muralivallabhan & Shri R. S. Yeli retiredacademicians and Smt. Pravati Parida Advocate and social activist are IndependentDirectors on the Board as on 31.3.2018.

Brief information of the newly appointed Directors

Whole time Directors

During the year Smt. Bhanu Kumar erstwhile General Manager Northern Regional Office.MSTC has been appointed as Director (Commercial) of the Company w.e.f. 10.10.2017.

Govt. Nominee Directors

During the year Smt. Ruchika Chaudhry' Govil Joint Secretary Ministry of SteelGovt of India has been appointed as Govt. Nominee Director in place of Shri SunilBarthwal erstwhile Joint Secretary Ministry' of Steel Govt of India w.e.f. 11.10.2017.Dr. Promodita Sathish Economic Adviser Ministry of Steel Govt of India has beenappointed as Govt. Nominee Director in place of Shri Suraj Bhan erstwhile EconomicAdviser Ministry of Steel. Govt of India w.e.f. 15.06.2017.

Independent Directors

During the year Shri G. R. Aloria Ex Chief Secretary' State Govt of Gujarat and Dr.T. V. Muralivallabhan retired academician have been appointed as Independent Directorson the Board w.e.f. 06.09.2017. Shri R. S. Yeli retired academician and Smt. PravatiParida Advocate and social activist have been appointed as Independent Directors on theBoard w.e.f. 09.03.2018.

Remuneration to the Directors

CMD and other whole time Directors being in whole time employment are entitled toremuneration as per the terms of the appointment issued by the Govt of India. TheNomination and Remuneration Committee determines the Performance Related Pay payable towhole time Directors in line with the Govt guidelines.

The Remuneration paid to the Whole Time Directors during the financial year 2017-18 isas under:

Amount in Rs
Name Designation Salaries Incentive & Allowances Post- Employment Benefit Other Long term Benefit Total
1 Shri B.B.Singh Chairman-cum- Managing Director 4200000 1000000 900000 6100000
2. Shri A.K. Basu Director (Finance) 4000000 1000000 400000 5400000
3. Smt. Bhanu Kumar Director (Commercial) 1200000 900000 700000 2800000

The Independent Directors are not entitled to any remuneration other than sitting feesfor attending Board and Committee Meetings. Sitting fees are not given to Governmentnominee Directors

Details of sitting fees paid to Independent Directors during the financial year 2017-18are;

Name Amount in t
1. Shri G. R. Aloria ** 105000
2 Dr. T. V. Muralivallabhan ** 165000
3. Shri R. S. Yeli *
4. Smt. Pravati Parida* ...

** w.e.f. 06.09.2017

* w.e.f. 09.03.2018

Board Meetings

During the financial year 2017-18 5 Board meetings were held. The dates of Boardmeeting are fixed well in advance and intimated to the Board members so as to enable thedirectors to plan their schedule accordingly. The Agenda papers are circulated to theDirectors well in advance before the meeting. However certain important proposals arealso tabled at the Board meeting with the approval of the Chairman and consent ofDirectors. The agenda placed before the Board inter-alia includes the following;

• Annual operating plans and budgets and any updates.

• Capital budgets and any updates.

• Financial results for the Company and its operating divisions or businesssegments.

• Minutes of meetings of Audit committee and other committees of the Board.

• The information on recruitment and remuneration of senior officers just belowthe Board level including appointment or removal of Chief Financial Officer and theCompany Secretary.

• Show cause demand prosecution notices and penalty notices which are materiallyimportant.

• Fatal or serious accidents dangerous occurrences any material effluent orpollution problems.

• Any material default in financial obligations to and by the Company orsubstantial non-payment for goods sold by the Company.

• Any issue which involves possible public or product liability claims ofsubstantia] nature including any judgment or order which may have passed strictures onthe conduct of the Company or taken an adverse view regarding other enterprises that canhave negative implications on the Company.

• Details of any joint venture or collaboration agreement.

• Transactions that involve substantial payment towards goodwill brand equity orintellectual property.

• Significant labour problems and their proposed solutions. Any significantdevelopment in Human Resources/Industrial Relations front like signing of wage agreementimplementation of Voluntary Retirement Scheme etc.

• Sale of material nature of investments subsidiaries assets which is not innormal course of business.

• Details of foreign exchange exposures and the steps taken by management to limitthe risks of adverse exchange rate movement if material.

• Non-compliance of any regulatory statutory requirements and shareholders sendeesuch as non-payment of dividend delay in share transfer etc.

Directors' Attendance Record

Record of Attendance of the Directors during the Board Meetings of MSTC Ltd. held inthe F.Y. 2017-18.

Board

Meeting No.

Board Meeting Date Shri B.B. Singh Shri

A.K.

Basu

Smt.

Bhanu

Kumar

275 19.05.2017 P P X
276 28.07.2017 P P X
277 08.11.2017 P P P
278 12.12.2017 P A P
279 06.02.2018 P P P
Board Meeting No. Board Meeting Date Smt. Ruchika Chaudhry Govil Dr. Promodita Sathish Shri G. R. Aloria
275 19.05.2017 X X X
276 28.07.2017 X P X
277 08.11.2017 P P P
278 12.12.2017 P P P
279 06.02.2018 P A P
Board Meeting Board Meeting Dr. T. V. Shri R. S. Smt. Pravati
No. Date Muralivallabhan Yeli Parida
275 19.05.2017 X X X
276 28.07.2017 X X X
277 08.11.2017 p X X
278 12.12.2017 p X X
279 06.02.2018 p X X
Board Meeting No. Board Meeting Date Shri Sunil Barthwal Upto 10.10.17 Shri Suraj Bhan Upto 14.06.17
275 19.05.2017 P P
276 28.07.2017 P X
277 08.11.2017 X X
278 12.12.2017 X X
279 06.02.2018 X X

P - present A - absent and X - not in office

Apart from CMD Director (Finance) and Nominee of President of India none of theDirectors had attended the last AGM held on 21st September 2017.

Directorship held by the Directors

Shri B.B. Singh CMD MSTC is also holding Chairmanship of Mahindra MSTC RecyclingPrivate Limited (MMRPL) and Ferro Scrap Nigam Limited (FSNL). Shri A.K. Basu Director(Finance) is also Director in MMRPL and FSNL. Smt. Ruchika Chaudhry Govil Govt nomineeDirector is also Director in Rashtriya Ispat Nigam Limited (RINL) and Delhi Gymkhana ClubLimited. Smt. Pravati Parida Independent Director is also Director of Prachurya InfraProjects Pvt. Ltd.

Committees of the Board

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

Pursuant to Section 178 of the Companies Act 2013 read with Rule 6 of the Companies(Meeting of Board and its Powers) Rules 2014 the Company is supposed to have aNomination and Remuneration Committee. Being a Govt of India Company thenomination/appointment of Director is made by the Govt of India.

In compliance of Section 135(1) of the Act read with Rule 5 of the Companies (CSRPolicy) Rules 2014 Company has constituted CSR Committee of the Board.

Constitution of Stakeholders Relationship Committee as provided under Section 178(5) ofthe Act do not apply to the Company as number of shareholders is below one thousand.However the Share Transfer Committee is in place.

i) Audit Committee

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

The Audit Committee complies with the guidelines issued by DPE on Corporate Governancerelating to Audit Committee.

The Terms of Reference of Audit Committee covers all matters specified in the CompaniesAct. 2013 which inter-alia includes the following;

1. Oversight of the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

2. Reviewing with management the quarterly and annual financial statements alongwithrelated party transactions if any before submission to the Board

3. Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

4. Approval or any subsequent modification of transactions of the Company with relatedparties

5. Reviewing with the management and statutory and internal auditors the adequacy ofinternal control systems.

6. Reviewing with the management the annual financial statements and auditor's reportthereon

7. Reviewing the Company's financial and risk management policies

Attendance of the Directors in the Audit Committee Meetings of MSTC Ltd. held in theF.Y 2017-18.

Meeting No. Meeting Date Shri G. R. Aloria Dr. T. V. Muralivallabhan Dr. Promodita Sathish
45 31.10.2017 P P P
46 27.02.2018 P P A

P - present A - absent and X - not in office

ii) Nomination and Remuneration Committee

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

The committee functions as per DPE guidelines on Corporate Governance issued in May2010 and recommends PRP to whole time employees including Directors. This complies withsection 178 of the Companies Act 2013 read with Rule 6 of the Companies (Meeting of Boardand its Powers) Rules 2014.

Being a Government of India Company nomination/appointment is made by the Government ofIndia. Remuneration of the employees is as per DPE Government of India guidelines.

Attendance of the Directors in the Nomination and Remuneration Committee Meetings ofMSTC Ltd. held in the F.Y. 2017-18.

Meeting No. Meeting Date Shri G. R. Aloria Dr. T. V. Muralivallabhan Dr. Promodita Sathish
11 30.10.2017 P P P
12 27.02.2018 P P A

P - present A - absent and X - not in office

iii) Corporate Social Responsibility (CSR) Committee

In compliance of Section 135(1) read with Rule 5 of the Companies (CSR Policy) Rules2014 the Company had constituted the CSR Committee of the Board with Dr. T. V.Muralivallabhan Independent Director as Chairman Shri A. K. Basu Director (Finance) andDr. Promodita Sathish Govt nominee Director as members.

Attendance of the Directors in the CSR Committee Meetings of MSTC Ltd. held in the FY2017-18.

Meetin g No. Meeting Date Dr. T. V. Muralivallabhan Shri A. K. Basu Dr. Promodita Sathish Shri Suraj Bhan Upto 14.06.17 Shri B. B. Singh
16 05.05.2017 X P X P P
17 12.10.2017 P P P X X
18 30.10.2017 P P P X X
19 27.12.2017 P P P X X
20 22.03.2018 P P A X X

P - present A - absent and X - not in office iv) Share Transfer Committee

Constitution of the Stakeholder's Relationship Committee as provided under Section178(5) of the Act do not apply to the Company as the number of shareholders are below onethousand. However the Share Transfer Committee is in place with Shri A. K. Basu Director(Finance) and Smt. Bhanu Kumar Director (Commercial) as members.

The Company Secretary acts as the Secretary to all the Committees constituted by theBoard. Code of Conduct

A Code of Conduct for all Board members and designated senior Management of MSTC Ltd.have been laid down in accordance with the Guidelines on Corporate Governance by DPE. TheCode of Conduct is available on the website of the Company www.mstcindia.co.in . All theBoard members and designated senior Management personnel have affirmed compliance with theCode of Conduct. A declaration signed by the Chief Executive Officer (CEO) to this effectis enclosed at the end of this report.

General Body Meetings

The Details of day date venue and timings of the last three Annual General Meetingsheld are as follows:

General Meeting Venue Day and date Time No. of special resolutions passed
52nd Annual General Meeting 225C Acharya Jagadish Chandra Bose Road Kolkata-700 020 21st September 2017 Thursday 11.00 A.M
51sl Annual General Meeting 225C Acharya Jagadish Chandra Bose Road Kolkata-700 020 28thSeptember 2016 Wednesday 11.00 A.M 1
50lh Annual General Meeting 225C Acharya Jagadish Chandra Bose Road Kolkata-700 020 14lh September 2015 Monday 11.00 A.M

53"1 Annual General Meeting of the members of the Company will be heldon 26lh September 2018 at 11.00 A.m. at the registered office of the Companyat 225 C Acharya Jagadish Chandra Bose Road Kolkata-700 020.

Registrar and Share Transfer Agent

The Company has appointed M/s. C B Management Services (P) Ltd. as its Registrar andShare Transfer Agent for all matters relating to shares both in physical as well indematerialiscd mode. However documents relating to shares are also received at theCompany's registered office at 225-C A.J.C. Bose Road Kolkata-700020.

Share transfer system

The transfer of shares in physical form is processed and completed by M/s. C BManagement Services (P) Ltd. within a period of 15 days from the date of receipt thereofprovided all the documents are in order. In case of shares in electronic form thetransfers are processed by the NSDL/CDSL through respective depository participants.

There were no complaint is pending as on 31.03.18.

Corporate Identity Number (CIN):

The Company is registered with the Registrar of Companies (RoC) in the State ofMaharashtra India. The Corporate Identity Number (CIN) allotted to the Company by theMinistry of Corporate Affairs (MCA) is U27320WB1964GOI026211.

Demat ISIN Number of Equity Shares for NSDL and CDSL :

The Company's shares are dematerialized with NSDL and CDSL. The ISIN no. for NSDL andCDSL is INE255X01014.

Risk Management Policy

The Company has separate Risk Management Policy for Marketing and e-Commerce approvedby the Board of Directors which are reviewed from time to time by the Board.

Fraud Prevention Policy

The Company has a Fraud Prevention Policy approved by the Board of Directors which isreviewed from time to time by the Board. The policy is available at the Company website.

Whistle Blower Scheme

The Company has a Whistle Blower Scheme approved by the Board of Directors which isreviewed from time to time by the Board. The scheme is available at the Company website.

Citizen's Charter

The Company has a Citizen's Charter approved by the Board of Directors which isreviewed from time to time by the Board. The charter is available at the Company website.

Disclosures as per Corporate Governance Guidelines

1. There is no materially significant related party transaction that may have potentialconflict with the interest of the Company.

2. No non-compliance by the Company has been observed/reported. No statutory authorityhas issued any strictures or levied penalty or any matter related to any guidelines issuedby the Government during last three years.

3. The Company has formulated a whistle blower scheme in line with Governmentguidelines duly approved by Board. No person has been denied personal access to AuditCommittee Minutes and Company has protected whistle blower from adverse personal action.

4. The Corporate Governance guidelines have been complied with and a separateCompliance Report on Corporate Governance is placed as Annexure to Board's Report.

5. All Presidential guidelines have been complied with by the Company for the year andalso during last 3 years.

6. No items of expenditure have been debited in books of accounts which are not forthe purpose of business.

7. No expenses are incurred which are personal in nature for the Board of Directors andtop Management.

8. The Administrative expenses are 27% of the Total expenses.

9. The financial results are available in the website of the Company i.e.www.mstcindia.co.in. From time to time they are also published in corporateadvertisements.

Address for Correspondence:

Company Secretary

MSTC Limited

225-C AJC Bose Road

Kolkata-700020

Tel. No. : (033) 2287-9627

Fax : (033) 2287-8547