You are here » Home » Companies ยป Company Overview » State Trading Corporation of India Ltd

State Trading Corporation of India Ltd.

BSE: 512531 Sector: Others
NSE: STCINDIA ISIN Code: INE655A01013
BSE 00:00 | 03 Feb 78.60 -1.15
(-1.44%)
OPEN

80.25

HIGH

80.25

LOW

77.40

NSE 00:00 | 03 Feb 79.15 -0.25
(-0.31%)
OPEN

80.00

HIGH

80.35

LOW

76.85

OPEN 80.25
PREVIOUS CLOSE 79.75
VOLUME 3332
52-Week high 127.00
52-Week low 67.10
P/E 16.94
Mkt Cap.(Rs cr) 472
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 80.25
CLOSE 79.75
VOLUME 3332
52-Week high 127.00
52-Week low 67.10
P/E 16.94
Mkt Cap.(Rs cr) 472
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

State Trading Corporation of India Ltd. (STCINDIA) - Director Report

Company director report

The Board of Directors presents the 64 th Annual Report on the business andoperations of the Company and its Audited Statement of Accounts for the year ended March31 2020 together with the Auditors' Report and Comments on the Accounts by theComptroller and Auditor General (CAG) of India.

financial results

The performance of the Company during the year 2019-20 vis-a-vis the previous year issummarized in the table below:

turnover 2019-20 2018-19
Exports 11 11
Imports 2536 8437
Domestic 383 445
Grand Total 2930 8893
financials
Profit Before Tax (114) (897)
Profit After Tax (114) (881)
Net Worth (946) (805)

OPERATIONS AND BUSINESS PERFORMANCE

During the year 2019-20 the Company achieved a total turnover of Rs. 2930 crore asagainst '8893 crore achieved in the previous year. The decline in turnover was mainly dueto lower import of bullion as well as inability of the Company to undertake tradetransactions due to nonavailability of working capital. Therefore in view of thefinancial crisis being faced by STC the Company continued to refrain from undertakingtrade involving STC's funds / banking limits and undertook business with central/stategovernment departments and their entities only where there was no involvement of STC'sfunds.

The Company reported a net loss (after tax) of Rs. 114 crore during the year 2019-20 ascompared to net loss (after tax) of Rs. 881 crore during the year 2018-19. The net lossreported during the year was mainly due to creation of liability amounting to Rs.104 crore(approx.) as a matter of abundant caution and financial prudence in respect of some lostcourt cases. Since the awards under reference are bad under law therefore the same havebeen challenged before the higher authorities prescribed under the law.

financial results

STC's account continued to remain NPA since Mar/Jun'18. The Lender Banks have jointlyfiled the case in DRT against STC for recovery of their dues which was crystallized atRs. 1906.24 crore (approx.) and the proceedings at DRT are going on. Subsequently thedues were reviewed and further crystallized in a meeting held on 29.08.2019. One of theLender Bank had also filed a case in NCLT which has since been withdrawn by the Bank. Thecompany is in the process of completing One Time Settlement with the lender banks in linewith the decision taken during the high level meeting held on 29.08.2019 regarding OneTime Settlement of dues of STC with the banks. An amount of Rs.1100 crore has already beenpaid to the lender banks and with transfer of identified immovable properties worth Rs.300crore (approx.) to the banks preferably through Power of Attorney (POA) process andadhering to the provisions of Rule 309 etc. of GFR-2017 the OTS will be completed.

DIVIDEND

During the year 2019-20 STC has reported net loss of Rs. 114 crore and the Company hasa negative net worth of Rs. 946 crore approx. (excluding revaluation reserves) as on31.03.2020. The Company had earlier reported net loss of Rs. 881 crore during the year2018-19. Therefore the cumulative losses as on 31.03.2020 have increased to '121.51 crorefrom '8.64 crore as on 31.03.2019. Thus the Board of Directors have not recommended anydividend for the year 2019-20.

(Other Equity) Reserves

An amount of (-) '8.64 Crore (including revaluation reserve of Rs. 884.60 Crore) wasavailable in the other equity of the company as on 01.04.2019. An amount of (-) Rs. 112.84Crore (PAT: (-) Rs. 113.63 Crore and other comprehensive income: '0.79 Crore) has beentransferred to retained earnings. Accordingly as on 31st March 2020 theother equity stood at (-) Rs.121.51 Crore.

HUMAN RESOURCE

MANPOWER

STC had 334 employees on its rolls as on 31.03.2020 which included 214 managers and120 staff.

RECRUITMENTS

The Company did not make any recruitment during the year 2019-20.

INDUSTRIAL RELATIONS

During the year 2019-20 the company continued to maintain harmonious industrialrelations. No man days were lost. Personnel policies and welfare schemes were suitablyimproved / amended so as to bring them in line with the overall businessinterests/financial condition of the company.

RECRUITMENT OF SC/ST/OBC/PWD

The Company has been implementing the Government of India's directives and guidelinesfor SC/ST/OBC/PWD issued from time to time with regard to recruitment of SC/ST/OBC anddifferently abled candidates.

Human Resource Development

During the year 2019-20 due to precarious financial position of the company no budgetwas allocated for Training and Development.

official language

All efforts are being made in order to ensure implementation of official language Hindiin the Company in accordance with the Official Language Policy of the Govt. of India.Mostly the employees possess minimum working knowledge of Hindi in terms of OfficialLanguages Rules 1976. However necessary training is being imparted to the employees onofficial language through Hindi Workshops on regular basis.

Compliance of all the directions with regard to official language given by the Govt. ofIndia from time-to-time is being ensured across the Company. With a view to promote theuse of official language Hindi in day-to-day official work the Official LanguageIncentive Scheme is in vogue in the Company.

In addition "Rajbhasha Pakhwada" was celebrated in the month of September2019 wherein various Hindi Competitions/ Programmes were organised with a view toencourage the employees to make use of Hindi language in their day-to-day working.Training on use of Hindi on computer is being provided to the employees from time-to-time.

Thus as a result of all these efforts the use of Hindi in the official work isincreasing progressively. The Company is regularly awarded with Official Language Shieldby the Department of Commerce Govt. of India for the progress made in the direction ofimplementation of the official language Hindi.

Vigilance Activities

The Vigilance administration in any organization is an integral function like any otherfunction of the Management and ensures functioning of other segments in an efficientmanner. It comprises of preventive and punitive anti-corruption measures includingdetecting irregularities analyzing and finding out reasons for irregularities and makingeffective system improvements. The vigilance plays an important role in ensuringtransparency fair play objectivity and ethics in the day-today functioning of theCompany.

Efforts were made to expedite timely completion of investigations and disciplinaryproceedings as per CVC's instructions. Based on the observations and systematicdeficiencies noticed on conclusion of the various preliminary enquiries/ investigationsinstructions/ guidelines for systemic improvement in various areas were issued during theyear.

During the year surprise inspections were carried out at the Corporate Office of theCompany to check whether the implementation of the instructions and guidelines issued fromtime to time are being adhered to. Surprise inspection was also conducted by the CVO STCat Chennai Branch of the Company

During the year CVO attended training programme at CBI Academy Ghaziabad and ISTMNew Delhi. In addition JGM (Vigilance) also attended an In-service Vigilance TrainingCourse at ISTM New Delhi.

The Company observed Vigilance Awareness Week 2019 from 28 th October 2019to 2nd November 2019 on the theme "Integrity - A way of life (bennijl -thou teft)". During this period the Company conducted various inhouse activitiessuch as Essay Writing Debate Competition Quiz Competition on Vigilance matters toenhance the awareness level among officers/staff of the Company. A lecture/interactiveworkshop on 'Prevention of Corruption (Amendment) Act 2018 was also organized for theofficials/executives of the Company on 1st November 2019. The employees andcitizen were encouraged to take E-pledge/Integrity Pledge to fight corruption.

With a view to sensitize employees about the critical aspects to be kept in view and todisseminate information about new developments in the area of procurement trade andvigilance an in-house e-newsletter "NAI DISHA" containing articles onvigilance ethics CVC circulars and various circulars issued by the company from time totime was circulated through e-mail to all the employees of the Company.

During the year 2019-20 Vigilance clearances have been given to 397 employees forvarious purposes such as promotion foreign visit retirement VRS etc. Out of 31complaints received during the year 28 complaints were disposed off. Further 7disciplinary proceedings cases have been disposed off during the year and action onremaining 10 cases is in progress as on 31.03.2020. In addition sanction for prosecutionaccorded in respect of four retired officials of the company and three appeal/reviewpetitions have been disposed off. A total no. of 81 files of Annual Property Returns (i.e.24% approx.) have been scrutinized during the year (20% as per DPE guidelines).

Performance of subsidiary company

Stcl limited (formerly spices trading company limited)

In view of extraordinary losses suffered by STCL leading to erosion of its net worthand remote possibility of its turnaround the Union Cabinet had in August 2013 decidedto wind up STCL. Accordingly a winding up petition was filed by STCL before the Hon'bleHigh Court of Karnataka and the same continues to be pending due to objections raised byBanks and 9 employees.

At present STCL has 11 employees. As a result of the above development no businessoperations were undertaken by STCL during the year.

The company incurred a loss of 0.47 crore during 2019-20 mainly on account of theestablishment expenses and had a negative net worth of '4565 crore as on 31.03.2020.

Management Discussion And Analysis Report

As per the requirement of Regulation 34(2) (e) and Schedule V of the SEBI (ListingObligation and Disclosure Requirements) Regulation 2015 a detailed Management Discussionand Analysis Report forming part of the Annual Report of the Company is placed atAnnexure-I.

Extract Of The Annual Return

As required under Section 134(3) (a) of the Companies Act 2013 an extract of theAnnual Return pursuant to Section 92(3) of the Act is given as Annexure-II. The same isalso available on the website of the Company: www.stclimited.co.in.

Anti Sexual Harassment Policy

The Company has laid down an Anti Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received in this regard. All employees (permanent contractual temporarytrainees) are covered under this policy. No Sexual Harassment complaints were receivedduring the year 2019-20.

Right To Information

In order to promote transparency and accountability an appropriate mechanism has beenput in place in the Company to provide information to citizens under the provisions ofRight to Information (RTI) Act 2005. For this purpose the Company has in line with theRTI Act nominated Central Public Information Officers at all its Divisions at New Delhiand at Branch Offices across the country. For the convenience of public a coordinatingCPIO has also been nominated. First Appellate Authority has also been nominated forconsidering the appeals of information seekers against the orders of Public InformationOfficers.

Deposits

The Company did not accept any public deposits during the year under review. Thereforethe requirements of Chapter V of the Companies Act 2013 are not applicable to it.

Particulars Of Loans Guarantees Or Investments Under Section 186

During the year the Company did not provide/give any loans guarantees or made anyinvestment as specified under section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION(1) OF SECTION 188 IN THE PRESCRIBED FORM

The Company did not enter into any contracts or arrangements with related parties asreferred to in subsection (1) of section 188 of the Companies Act 2013 during the yearunder review.

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND SUSTAINABILITY

The Companies Act 2013 enables provisions for creating funds for CSR &Sustainability. It states that every company having net worth of Rupees Five Hundred croreor more or turnover of Rupees One Thousand crore or more or a net profit of Rupees Fivecrore or more during any financial year shall ensure that the company spends in everyfinancial year at least 2% of the average net profits of the company made during thethree immediately preceding financial years. In an eventuality of negative Net Worth in aparticular financial year the Company shall not be mandated to earmark specific funds forCSR and Sustainability activities.

As per Section 135 of the Companies Act 2013 the Company is not mandated to allocateCSR budget for the year 2019-20 due to average net loss of last three preceding financialyears. However an amount of Rs.1.40 lakh (including '0.75/- allocated for Emergency Needand '0.65 lakh accrued from completed project) was carried forward from previous years.The amount has been utilised towards contribution to PM CARES Fund as eligible CSRactivity under item no. (viii) of the Schedule VII of Companies Act 2013.

An annual report on Company's CSR activities in prescribed format as per the Companies(Corporate Social Responsibility Policy) Rules 2014 is placed at Annexure-III.

Public Procurement Policy

In pursuance of the amendment of Public Procurement Policy for Micro & SmallEnterprises (MSEs) Order 2012 implementation notified by the Ministry of Micro Small andMedium Enterprises vide their Order dated 9.11.2018 the Company made efforts to achievean annual target of making a minimum 25 percent of its annual procurement of goods andservices from MSEs including 4 percent from MSEs owned by SC/ST entrepreneur and 3% bywomen entrepreneur.

During the year 2019-20 the Company made procurement worth Rs.2.69 crore from MSEswhich accounted for 61.32% percent of total value of annual procurement made by STC ofgoods produced and services being rendered by MSEs as against 25% target specified in theguidelines. Out of this procurement from SC/ST and women entrepreneur was Rs. 0.23 crorei.e 8.71% & '1.35 crore i.e 50.16% as against a subtarget of 4% and 3% respectively.

During the year 2020-21 also the Company shall strive to achieve the annualprocurement target of 25 percent of goods and services produced/rendered by MSEsincluding 4 percent from MSEs owned by SC or ST entrepreneur and 3% by women entrepreneur.

Conservation of energy technology absorption etc.

The information required to be disclosed in accordance with the Companies (Accounts)Rules 2015 is 'nil' as the Company is mainly engaged in trading activities.

Financial Accounting

The financial statements have been prepared in accordance with Indian AccountingStandards (Ind AS) notified under the Companies (Indian Accounting Standards) Rulescomply in all material aspects with the relevant provisions of the Companies Act 2013 andother accounting principles generally accepted in India.

The financial statements have been prepared under the historical cost convention onaccrual basis except certain financial assets and liabilities which are measured at fairvalue of amortized cost at the end of each financial year. Management has made judgementsestimates and assumptions that affect the application of accounting policies and thereported amount of assets liabilities income and expenses and actual results may differfrom these estimates. Estimates and underlying assumptions are reviewed on an ongoingbasis. Revisions to accounting estimates wherever necessary are recognized prospectively.

Internal Financial Controls

The Company has in place well-established internal financial controls. The Company hasa well-defined delegation of powers (DOP) which lays down the financial powers availableto various levels of company's executives. The DOP helps facilitate faster and prudentdecision-making by executives at various levels. During the year 2019-20 the DOP wassuitably amended from time to time to match accountability with authority considering theprevailing requirements.

The Company has an Internal Audit Division supported by an outsourced professionalChartered Accountant firm which conducts internal audit of Company's Corporate Office aswell as branches and suggests various preventive and corrective steps. The auditobservations are periodically reviewed by the Management Audit Committee and the AuditCommittee of the Board of Directors and necessary directions are issued whereverrequired.

Number Of Meetings Of The Board

During the financial year 2019-20 four (4) meetings of the Board of Directors wereheld and the interval between any two Board meetings did not exceed 120 days.

Declarations Given By Independent Director

All the Part-time Non-official Directors (Independent Directors) have affirmed thatthey meet the criteria of Independence as provided in Section 149(6) of the Companies Act2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 for the financial year ending 31.03.2020.

Policy on directors' appointment and remuneration etc.

STC being a Government company all members of the Board are appointed by the Presidentof India through Administrative Ministry i.e. the Ministry of Commerce & IndustryGovernment of India which inter-alia fixes the remuneration through their respectiveappointment orders/pay fixation orders.

The non-executive part-time official Directors (Government nominees) are not entitledto any remuneration or sitting fees.The part-time non-official (Independent) Directors arepaid sitting fee for each Board / Committee meetings attended by them as approved by theBoard from time to time as per the limits laid down in Companies Act 2013 and the relatedrules.

The eligibility criterion for appointment of Independent Directors is laid down by theDepartment of Public Enterprises Government of India which is as per the relevantprovisions of Companies Act and the SEBI Regulations. The positive attributes expected tobe exhibited by the Independent Directors are conveyed to them on their appointment and adeclaration in the prescribed format is obtained from them every year to confirm that theycontinue to qualify as Independent Directors.

Annual Evaluation Of The Performance Of The Board Its Committees And IndividualDirectors

As per Section 134(3)(p) of the Companies Act 2013 a statement indicating the mannerin which formal annual evaluation has been made by the Board of its own performance andthat of its committees and individual directors should form part of the Board's Report ofevery listed Company. Further Regulation 17(10) & 25(4) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and the Code for Independent Directorspursuant to Section 149 (8) of the Companies Act 2013 require that performance evaluationof Independent Directors also be done.

However the Ministry of Corporate Affairs vide its notification No. GSR 463(E) datedJune 5 2015 exempted Government Companies from certain provisions of the Companies Act2013 which include inter-alia sub section (6) of Section 149 subsections (2) (3)& (4) of Section 178 regarding appointment performance evaluation and remuneration.As per the said notification Section 134(3)(p) regarding performance evaluation ofdirectors also shall not apply to Government Companies in case the directors are evaluatedby the Ministry or department of the Central Government which is administratively incharge of the Company.

The appointment of Chairperson Functional Directors Part-time Official Directors aswell as Part-time nonOfficial Directors (Independent Directors) on the Board of STC ismade by Government of India through the Ministry of Commerce & Industry. Further theterms and conditions of appointment as well as tenure of all directors are also decided bythe Government and there is a procedure for evaluation of performance of Chairperson andFunctional Directors by the Administrative Ministry. Further the performance of theCompany and Board of Directors is also evaluated by the Department of Public Enterprisesvisa-vis MOU entered into with the Government of India.

Risk Management Policy

A Risk Management Framework is in place in the company to add objectivity to theprocess of risk assessment while taking a decision on accepting or ejecting a tradeproposal. The Risk Management Framework measures the risk involved in a business proposalin the form of a total risk score which is weighed vis-a-vis available risk mitigationmeasures.

Further the company has implemented an Anti-Fraud policy in order to enforce controlsand to aid in prevention and detection of frauds in the company. The Policy intends topromote consistent legal and ethical organizational behaviour by assigning responsibilityfor the development of controls and providing guidelines for reporting and conduct ofinvestigations of suspected fraudulent behaviour.

Hedging

The Company does not take exposure in volatile commodities/market condition. Generallyit makes purchases only against confirmed orders backed by appropriate margin money by wayof EMD. However no such transactions are being undertaken by the Company at present.

Guidelines are in place requiring forward foreign exchange cover to be taken in respectof transactions involving STC funds.

Corporate Governance

The Company believes that Corporate Governance is at the root of the shareholders'value creation. Pursuant to SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Guidelines on Corporate Governance for CPSEs issued by theDepartment of Public Enterprises (DPE) Government of India a Report on CorporateGovernance for the year 2019-20 forming part of this report is placed at Annexure-IV

The Company has complied with the conditions of Corporate Governance as stipulated inthe above referred Regulations and DPE guidelines on Corporate Governance for CPSEs in sofar as the same are within its ambit. Compliance certificate from the practising CompanySecretary in this regard forming part of this report is placed at Annexure -V.

The Company has got its Secretarial Audit for the financial year ended 31stMarch 2020 conducted by M/s PC. Jain & Co. practising Company Secretaries and theirreport along with Management replies to the observations made by the Secretarial Auditorsforming part of this Annual Report is placed at Annexure-VI

In line with the best practices your Company has made available all information ofinterest to its investors on the Company's website namely www.stclimited.co.in.

The Company has also put in place various policies such as:

• Whistle Blower Policy

• Web Archival Policy

• Policy on Preservation of Documents

• Policy on Materiality of Related Party Transactions and dealings with RelatedParty Transactions.

• Code of Conduct regarding prohibition of Insider Trading and Code of FairDisclosure and Conduct

• Policy for determination of materiality of events and information and theirdisclosures.

• Policy for determining material subsidiaries.

The above policies are also available on STC's website.

The separate meeting of Independent Directors was not held during the year 2019-20 dueto non-availability of Independent Directors on the Board of the Company.

Cost Records

The Central Government has not prescribed the maintenance of cost records for theCompany under Section 148(1) of the Companies Act 2013.

Statutory Auditors

M/s HDSG & Associates Chartered Accountants were appointed as Statutory Auditorsof the company for the FY 2019-20 by Comptroller & Auditor General of India(C&AG). Their report alongwith replies of management is attached and form part ofthis report.

Comments Of C&Ag

The comments of C&AG under Section 143(6) of the Companies Act 2013 on theaccounts of the company for the year 2019-20 and replies of the management thereto areattached and form part of this report.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Companies Act 2013 inrelation to Directors' Responsibility Statement it is hereby confirmed that:

(a) In the preparation of the annual accounts for the year ended 31st March2020 the applicable Indian Accounting Standards (Ind-AS) have been followed along withproper explanation relating to material departures.

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for the year 2019-20.

(c) 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 fraud and otherirregularities.

(d) the Directors have prepared the annual accounts on a going concern basis for theyear ended 31st March 2020.

(e) the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating effectivelyexcept the qualified opinion of independent auditor's report at Annexure- C. Themanagement replies of these qualifications are covered in the Annual Report.

(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

BOARD OF DIRECTORS

APPOINTMENT

Since the last Annual General Meeting the following changes have taken place in theBoard of Directors of the Company:

1. Shri Shashank Priya Additional Secretary & Financial Advisor Department ofCommerce Ministry of Commerce & Industry was appointed as part time Official Directoron the board of STC w.e.f. 13.08.2019 pursuant to Office Order No. 11/36/2001-FT(M&O) dated 13.08.2019 issued by Government of India Ministry of Commerce &Industry Department of Commerce and as per provisions of Companies Act 2013.

2. Shri Keshav Chandra Joint Secretary Department of Commerce Ministry of Commerce& Industry was appointed as part time Official Director on the board of STC w.e.f.21.01.2020 pursuant to Office Order No. 11/36/2001-FT (M&O) dated 21.01.2020 issuedby Government of India Ministry of Commerce & Industry Department of Commerce.

3. Shri Shyamal Misra Joint Secretary Department of Commerce Ministry of Commerce& Industry was appointed as part time Official Director on the board of STC w.e.f.10.02.2020 pursuant to Office order No. 11/36/2001-FT (M&O) dated 10.02.2020 issuedby Government of India Ministry of Commerce & Industry Department of Commerce.

4. Shri Kapil Kumar Gupta Director (Finance) MMTC was assigned the additional chargeof Director (Finance) STC w.e.f. 01.06.2020 in addition to his existing duties pursuantto Office Order No.12022/5/2017-E.IV issued by Government of India Ministry of CommerceDepartment of Commerce.

5 Shri S.K. Sharma Director (Personnel) STC was assigned the additional charge ofChairman & Managing Director STC w.e.f. 01.08.2020 in addition to his existingduties pursuant to Office Order No.A- 12022/12/2012-E.IV dated 12.06.2020 issued byGovernment of India Ministry of Commerce Depatment of Commerce.

The Board welcomes the new Directors and hopes that the Company shall immensely benefitfrom their rich and varied experience.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Shri S.K SharmaDirector (Personnel) STC with additional charge of Chairman & Managing Director wouldretire by rotation at the ensuing Annual General Meeting and being eligible have offeredhimself for re-appointment.

As per regulation 36 of SEBI (Listing Obligations and Disclosure Requirements )Regulations2015 a brief resume of the Directors seeking appointment /re-appointment aregiven in the notice convening the 64 th Annual General Meeting of the Company.

CESSATION

1. Shri Amitabh Rajan Shri Mohan Lal Pareek Shri Bharatsinh Parmar and Ms. BharatiMagdum were appointed as Independent Directors pursuant to order dated 27.01.2017 issuedby Government of India Ministry of Commerce & Industry Department of Commerce for aperiod of 3 years and accordingly they ceased to be the Directors of the Company w.e.f.26.01.2020.

2. Shri Sunil Kumar Special Secretary Dept. of Commerce Ministry of Commerce &Industry ceased to be a Director (Government Nominee) w.e.f. 21.01.2020 pursuant toOffice order No. 1 1/36/2001-FT (M&O) dated 21.01.2020 issued by Government of IndiaMinistry of Commerce & Industry Department of Commerce.

3. Shri Keshav Chandra Joint Secretary Dept. of Commerce Ministry of Commerce &Industry ceased to be a Director (Government Nominee) w.e.f. 1 0.02.2020 pursuant toOffice order No. 11/36/2001-FT (M&O) dated 10.02.2020 issued by Government of IndiaMinistry of Commerce & Industry Department of Commerce.

4. On attaining the age of superannuation Shri Umesh Sharma Director (Finance) MMTCwith additional charge of Director (Finance) STC ceased to be a Director w.e.f.01.06.2020 pursuant to Office order No. A-12024/05/2017-E-IV dated 09.04.2020 issued byGovernment of India Ministry of Commerce & Industry Department of Commerce.

5. On attaining the age of superannuation Shri Rajiv Chopra Director (Marketing) STCwith additional charge of Chairman & Managing Director STC ceased to be a Directorw.e.f. 31.07.2020 pursuant to Office order No. A-12022/12/2012-E.IV dated 12.06.2020issued by Government of India Ministry of Commerce & Industry Department ofCommerce.

The Board appreciates the valuable guidance and contributions made by Shri AmitabhRajan Shri Mohan Lal Pareek Shri Bharatsinh Parmar Ms. Bharati Magdum Shri SunilKumar Shri Keshav Chandra Shri Umesh Sharma and Shri Rajiv Chopra during their tenure asMembers of the Board.

Key Management Personnel

The Company has nominated its CMD all Functional Directors Company Secretary and CFOas Key Management Personnel (KMP) pursuant to Section 203 of the Companies Act 2013.Details regarding appointments of Functional Directors are given elsewhere in this report.No Functional Director resigned during the year.

During the year under review Shri Deepak C.S (FCS No.5060) resigned as CompanySecretary & KMP from the Company. Subsequently Shri Vipin Tripathi was appointed asCompany Secretary & KMP of the Company w.e.f. 20.12.2019.

Committees Of Directors

Pursuant to the provisions of various Sections of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company has constituted various Committees of Directors like AuditCommittee Stakeholders Relationship Committee CSR Committee and Nomination &Remuneration Committee. The composition of these committees and other details arementioned in the Corporate Governance Report forming part of and annexed to the Board'sReport

Code Of Conduct

Pursuant to the requirements of Regulation 17(5) and Schedule V of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 and DPE guidelines on CorporateGovernance for CPSEs the Board Members and Senior Management Personnel have affirmedcompliance to the Code of Conduct for the financial year ending 31st March2020.

Acknowledgement

The Board of Directors places on record its appreciation of the continued patronage andthe confidence posed by business associates and customers during the year.

The Board expresses its gratitude for the continued cooperation and support provided bythe Ministry of Commerce & Industry other Ministries and Departments of theGovernment of India various state governments financial institutions banks railwaysports regulatory and statutory authorities shareholders legal advisers and consultantsfrom time to time.

The Board also acknowledges the constructive suggestions received from Comptroller& Auditor General of India Statutory Auditors and Internal Auditors.

Last but not the least the Board places on records its appreciation for the hard workand dedication of all the employees.

.