MMTC Ltd. — Proxy Solicitation & Information Statement 2022

Mar 11, 2022

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Core #1, Scope Complex, 7, Institutional Area, Lodi Road, New Delhi -110003. Phone No:24362200; 24361889 Email: ganarayanan@mmtclimited.com Website : www.mmtclimited.com CIN: L51909DL1963GOI004033

No.BS/325/SE-S/2016 11[th] March 2022

The Listing Department, National StockExchangeof India Ltd ExchangePlaza BandraKurla Complex MUMBAI400051 Symbol&Series:MMTCEQ	DepartmentofCorporate Services Bombay Stock Exchange LimitedPhiroze JeejeebhoyTowers DalalStreet MUMBAI400 001 Company ScripCode:513377

Sub: Disclosure under Regulation 30 of the SEBl (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) - Postal Ballot Notice

Dear Sir/Madam,

This is further to our letter of even number dated March 10, 2022 informing the Stock Exchanges about the signing of definitive agreements with Tata Steel Long Products Limited ('TSLP') for the disinvestment of NINL Limited, a Joint Venture Company. In this regard, please find attached herewith the Postal Ballot Notice dated March 11, 2022 (“Notice”) of MMTC Limited (“Company”) being sent through e-mail to the Shareholders of the Company seeking their approval by way of postal ballot through electronic means only, on the following resolution: -

Special Resolution:

Sale of MMTC’s shareholding in Neelachal Ispat Nigam Limited (NINL).

Further, the schedule of events for Postal Ballot/ E-voting is as under:-

S.	Activity	Date
1	Cut-off date for sending of Postal Ballot Notice to shareholders	Friday, 11 March 2022
2	E-voting Commencement date and time	Tuesday, 15 March 2022 (09.00 a.m. IST)
3	E-voting end date and time	Wednesday, 13 April, 2022 (05.00 p.m.IST)

The Notice is also available on the Company’s website at www.mmtclimited.com This is for your information and records.

Yours faithfully,

For MMTC Limited G Digitally signed by G ANANDANARAYANAN DN: c=IN, o=MMTC LIMITED, ou=GOVERNMENT, postalCode=110003, st=NEW DELHI, 2.5.4.20=886750f107ba6b43e7bcf02a2c995b20af97dd817561DN: c=IN, o=MMTC LIMITED, ou=GOVERNMENT, postalCode=110003, st=NEW DELHI, 2.5.4.20=886750f107ba6b43e7bcf02a2c995b20af97dd817561postalCode=110003, st=NEW DELHI, 2.5.4.20=886750f107ba6b43e7bcf02a2c995b20af97dd8175612.5.4.20=886750f107ba6b43e7bcf02a2c995b20af97dd8175618bbcf42a2bdf2c6810c7, pseudonym=68D439759B7EE59EDE2CA07979C71076EC685E34, serialNumber=A714CF5443BFB4DBF64FF5F27B1BEFEB9C09F4633F0592762B7BA62248475431, cn=G ANANDANARAYANAN Date: 2022.03.11 19:34:53 +05'30'

G ANANDANARAYANAN Digitally signed by G ANANDANARAYANAN DN: c=IN, o=MMTC LIMITED, ou=GOVERNMENT, postalCode=110003, st=NEW DELHI, 2.5.4.20=886750f107ba6b43e7bcf02a2c995b20af97dd817561DN: c=IN, o=MMTC LIMITED, ou=GOVERNMENT, postalCode=110003, st=NEW DELHI, 2.5.4.20=886750f107ba6b43e7bcf02a2c995b20af97dd817561postalCode=110003, st=NEW DELHI, 2.5.4.20=886750f107ba6b43e7bcf02a2c995b20af97dd8175612.5.4.20=886750f107ba6b43e7bcf02a2c995b20af97dd8175618bbcf42a2bdf2c6810c7, pseudonym=68D439759B7EE59EDE2CA07979C71076EC685E34, serialNumber=A714CF5443BFB4DBF64FF5F27B1BEFEB9C09F4633F0592762B7BA62248475431, cn=G ANANDANARAYANAN Date: 2022.03.11 19:34:53 +05'30' (G.Anandanarayanan) Company Secretary

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• Core #1, Scope Complex, 7, Institutional Area, Lodi Road, New Delhi –110003. Phone No: 24361889 Email: ganarayanan@mmtclimited.com

Website : www.mmtclimited.com CIN: L51909DL1963GOI004033

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Shareholder(s),

Notice is hereby given pursuant to Section 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013, (“the Act”) read with the Companies (Management and Administration) Rules, 2014, including any statutory modification(s) or reenactment(s) thereof for the time being in force and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs for conducting postal ballot through e- Voting vide General Circular Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021 and 20/2021 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021 and December 8, 2021, respectively (collectively termed as “MCA Circulars”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), that the resolution (along with Statement pursuant to Section 102 of the Act) appended below is proposed to be passed by the Shareholders, by way of Postal Ballot through Electronic Voting process (“e-Voting”):

SPECIAL BUSINESS:

1. Sale of MMTC’s shareholding in Neelachal Ispat Nigam Limited (NINL)

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

”RESOLVED THAT pursuant to the provisions of Section 180 (1)(a) of the Companies Act, 2013 and other applicable rules, if any thereon, approval be and is hereby accorded to sell 49.78 per cent of shareholding in the JV company – M/s. Neelachal Ispat Nigam Limited (NINL) comprising of 368762744 equity shares of face value of Rs.10/- each to the identified buyer in accordance with disinvestment process undertaken by Department of Investment and Public Assets Management(DIPAM), Ministry of Finance, Govt. of India as a stake sale along with shareholdings in NINL by other promoters of the JV company, at a price per share to be determined through the provisions of Waterfall Agreement and Share Purchase Agreement, etc. executed by the promoter shareholders of NINL with the buyer.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take necessary steps for disposal of the above mentioned shares held by MMTC Ltd in NINL in accordance with decisions/directions given by DIPAM, Govt of India.

RESOLVED FURTHER THAT the Board of Directors of the Company (‘the Board’, the term which shall include any Committee authorized by the Board to exercise its powers including powers conferred on the Board by this resolution)

be and is hereby authorized, to do all such acts, deeds, matters as may in their absolute discretion deem necessary, desirable or expedient for giving effect to this Resolution”.

By Order of the Board of Directors For MMTC Limited

• (G. Anandanarayanan) Company Secretary

Dated: 11.3.2022

NOTES:

1. Explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”) setting out all material facts relating to the proposed resolution is annexed hereto.

2. In accordance with the guidelines prescribed by the Ministry of Corporate Affairs for conducting postal ballot through e-Voting vide General Circular Nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021 and 20/2021 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021 and December 08, 2021 respectively (collectively termed as “MCA Circulars”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), this Postal Ballot Notice (“Notice”) along with explanatory statement and e-Voting instructions is being sent only through electronic mode to all those Shareholders whose e-mail addresses are registered with the Company’s Registrar and Transfer Agents - M/s. MCS Share Transfer Agents Ltd (“RTA”)/ Depository(s) as on Friday, March 11, 2022 (“cut-off date”). The copy of the Notice will also be available on Company’s website at www.mmtclimited.com and www.evotingindia.com (agency providing e-Voting facility)(“Websites”).

3. The e-Voting period commences on Tuesday, March 15, 2022 (9.00 a.m. IST) and ends on Wednesday, April 13, 2022 (5.00 p.m. IST) . During this period, Shareholders holding shares either in physical form or in dematerialized form, as on Cut-off date , may cast their vote electronically.

4. In compliance with the terms of MCA Circulars, physical copy of this Notice along with postal ballot forms and pre-paid business envelope will not be sent to the Shareholders for this Postal ballot and accordingly, the Shareholders are required to communicate their assent or dissent through e-Voting system only.

5. Voting rights shall be reckoned in proportion to the equity shares held by the Shareholders in the paid-up equity share capital of the Company as on the closure of business hours of the cut- off date.

6. Shri Pramod Prasad Agarwal (FCS:4955), Practicing Company Secretary,(CP No. 10566) has been appointed to act as the Scrutinizer for conducting the Postal Ballot through e-Voting process in accordance with the law and in a fair and transparent manner.

7. The result of the postal ballot will be announced within two working days of conclusion of the e-Voting. The result declared along with the Scrutinizer’s Report would be displayed on the Websites.

8. The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date of e-Voting i.e., on Wednesday, April 13, 2022.

9. Shareholders of the Company under the category of Institutional/Corporate Shareholders are encouraged to participate for the e-Voting. Corporate Shareholders intending to authorize their representatives to vote are requested to send a certified copy of the Board resolution / authorization letter to the Scrutinizer by email at fcs.ppa@gmail.com and mmtc@mmtclimited..com (Company’s email) and the same should also be uploaded on the e-Voting portal of Central Depository Services (India) Limited (“CDSL”).

10. Shareholders who have not yet registered their e-mail addresses are requested to register the same with their Depository Participant (“DP”) in case the shares are held by them in demat mode and with RTA in case the shares are held by them in physical mode.

11. The dispatch of Postal Ballot Notice shall be announced through an advertisement in at least 1 (one) English newspaper having nationwide circulation and at least 1(one) Hindi newspaper having wide circulation in Delhi, where the registered office of the Company is situated.

12. INSTRUCTIONS FOR E-VOTING:

• (i) In compliance with the provisions of Section 108 of the Act, read with Rule 20 of Companies (Management and Administration) Rules, 2014, Regulation 44 of the Listing Regulations and MCA Circulars, the Shareholders are provided with the facility to cast their vote electronically through e-Voting services provided by CDSL on the resolution set forth in this notice.

• (ii) The e-Voting period commences on Tuesday, March 15, 2022 (9.00 a.m. IST) and ends on Wednesday, April 13, 2022 (5.00 p.m. IST) . During this period, Shareholders holding shares either in physical form or in dematerialized form, as on the Cut-off date, may cast their vote electronically. The e-Voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Shareholders, he / she shall not be allowed to change it subsequently or cast vote again.

(iii) Login method for e-Voting for Individual Shareholders holding securities in Demat mode through Central Securities Depositories Limited (“CDSL”)/National Securities Depositories Limited (“NSDL”) is given below:

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING

• Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode .

• (i) The voting period begins on Tuesday , March 15 , 2022 (9.00 a.m. IST) and ends on Wednesday, April 13, 2022 (5.00 p.m. IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of March 11, 2022 may cast their vote electronically. The e- voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public noninstitutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode withCDSL

1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e- Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e- Voting service providers’ website directly. 3)If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

	4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode withNSDL	1) If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com .Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com .

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

(vi) After entering these details appropriately, click on “SUBMIT” tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice.

• (ix) Click on the EVSN for the relevant on which you choose to vote. (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; mmtc@mmtclimited.com (designated email address by company) , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company / RTA email id : admin@mcsregistrars.com/ mmtc@mmtclimited.com

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 OF THE COMPANIES ACT, 2013 (“THE ACT”)

The Board of Directors in its meeting held on 16.4.2021 confirmed the resolutions passed in circulation on 25.1.2021 and approved the sale of entire equity shareholding in NINL along with transfer of management control to a strategic buyer to be identified through the procedure for strategic disinvestment approved by the Cabinet Committee on Economic Affairs, Govt. of India. MMTC holds 368762744 equity shares in NINL (49.78%).

M/s. Neelachal Ispat Nigam Limited (NINL), a Joint Venture (JV) Company, in which four Central PSUs i.e. MMTC (under the aegis of Ministry of Commerce), NMDC & MECON (both under the aegis of Ministry of Steel & Mines), BHEL (under the aegis of Ministry of Heavy Industries) and two Odisha Government companies i.e. M/s. Odisha Mining Corporation (OMC) and M/s. Industrial Promotional Investment Corporation of Odisha Limited (IPICOL) are the major shareholders. MMTC is the lead Promoter of NINL with 49.78% equity. NINL is an integrated steel plant project with an installed capacity of 1.1 million tonnes/annum of hot metal.

Government of India through CCEA accorded ‘in-principle’ approval for strategic disinvestment of NINL on 08.01.2020, and authorised Department of Investment & Public Asset Management (DIPAM) to undertake the transaction. Pursuant to approval by Cabinet Committee on Economic Affairs (CCEA) dated 08.01.2020 for Strategic Disinvestment of equity Shareholding of MMTC (49.78%), NMDC (10.10%), MECON (0.68%), BHEL (0.68%), IPICOL (12%) & OMC (20.47%) in NINL to a Strategic Buyer identified through a two stage auction procedure involving a competitive bidding process. DIPAM initiated and conducted the disinvestment process of NINL.

As per Press Release dated 31.01.2022 published by Ministry of Finance, M/s. TSLP has been declared as H-1 bidder at Enterprise Value of Rs.12,100 crore selected through the two stage auction procedure involving a competitive bidding process. Subsequently, DIPAM vide letter dated 02.02.2022 addressed to MMTC Ltd. has also informed about selection of the Highest Bidder i.e. M/s.Tata Steel Long Products Limited (TSLP) in relation to the disinvestment of NINL. DIPAM vide letter dated 02.02.2022 issued Letter of Award (LoA) for strategic disinvestment of NINL to M/s TSLP Limited to accept the same within 7 days from date of receipt of the letter and also provide payment security of Rs.1210 Crore (i.e. 10 % of the purchase consideration as per the approved clause of RFP). In response to DIPAM’s letter dated 02.02.2022, M/s. TSLP vide their letter dated 09.02.2022 has sent executed copy of LoA acceptance letter covering payment security of Rs.1210 Crore being 10% of the purchase consideration in the form of Bank Guarantee (BG) along with the countersigned Letter of Acceptance (LoA) by M/s. TSLP, which was issued by DIPAM to M/s. TSLP. After offsetting various liabilities as per the Share Purchase Agreement and Waterfall Agreement etc. executed by the promoters and NINL on 27.10.2021, the remaining amount will be available for apportionment amongst the promoter shareholders who are parties to the disinvestment process from the seller side (93.72% of total paid up capital of NINL) and such proportionate amount shall be paid to MMTC out of the above mentioned total enterprise value of Rs.12,100 crores from the buyer, towards realisation of sale proceeds of MMTC’s equity holding in NINL.

The disinvestment will amount to sale of substantial interest in undertaking by the Company under Section 180(1)(a) of Companies Act, 2013.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out in this Postal Ballot Notice, except in the capacity of MMTC’s Nominee Directors on the Board of NINL.

The Board recommends the Resolution as set out in the notice for the approval of Shareholders.

By Order of the Board of Directors For MMTC Limited

G.Anandanarayanan Company Secretary

Place: New Delhi

Date: 11.3.2022