Hindustan Copper Ltd
Directors Reports
The Shareholders Hindustan Copper Ltd Kolkata
Your Directors have pleasure in presenting the fifty fifth Annual
Report of Hindustan Copper Ltd (HCL/the Company) together with the audited statement of
accounts and Auditors' Report thereon for the year ended 31.3.2023.
1. Performance
Financial Summary or highlights
The comparative working results for the FY 2022-23 vis-?-vis FY
2021-22 are as under:
| Particulars |
2022-23 |
2021-22 |
| (a) Turnover |
1660.63 |
1812.21 |
| (b) Profit /(Loss) before depreciation, amortization, finance
cost & tax |
586.51 |
560.88 |
| (c) Less : Depreciation & Amortization |
174.92 |
149.87 |
| (d) Less : Finance Cost |
15.93 |
28.94 |
| (e) Profit/ (Loss) Before Tax from continuing operation |
395.66 |
382.07 |
| (f) Profit/(Loss) Before Tax from discontinuing operation |
- |
(0.35) |
| (g) Profit/(Loss) Before Tax from continuing &
discontinuing operation |
395.66 |
381.72 |
| (h) Less : Provision for Taxation Net (Current & Deferred
Tax) |
100.35 |
7.94 |
| (i) Profit after tax from Continuing & Discontinuing
Operation |
295.31 |
373.78 |
| (j) Other Comprehensive Income (net of tax) |
(9.57) |
(22.22) |
| (k) Total Comprehensive Income for the year |
285.74 |
351.56 |
| (l) Add: Balance brought forward from the previous year |
648.68 |
330.97 |
| (m) Balance available for appropriation |
934.42 |
682.53 |
| (n) Less : Dividend |
112.17 |
33.85 |
| (o) Balance to be carried forward |
822.25 |
648.68 |
| (p) Earnings per Share (`) (Both Basic & Diluted) |
3.05 |
3.87 |
During 2022-23, the Turnover of the Company was `1660.63 crore as
against ` 1812.21 crore during FY 2021-22 registering a decrease of 8.36%. The Company
posted Profit Before Tax from continuing & discontinuing operation of
` 395.66 crore during the year as against ` 381.72 crore recorded
during the previous year registering an increase of 3.65%. The Profit After Tax from
continuing & discontinuing operation during FY 2022-23 is ` 295.31 crore as against
`373.78 crore in FY 2021-22 registering a decrease of about 21%. The total borrowings of
the Company has reduced from `408.32 crore as on 31.03.2022 to `156.39 crore as on
31.3.2023. Physical performance: The comparative physical performance of production and
sales for the year 2022-23 vis-a-vis 2021-22 is as under:
| Particulars |
Unit |
2022-23 |
2021-22 |
| Ore |
Lakh Tonnes |
33.47 |
35.70 |
| Metal in concentrate (MIC) |
Tonnes |
24,760 |
24,741 |
| Cathode |
Tonnes |
7.32 |
621 |
| CC Wire Rod - Own Production |
Tonnes |
Nil |
1 |
| CC Wire Rod – Tolling Production |
Tonnes |
6,558 |
1,240 |
| Sales : |
Tonnes |
|
|
| CC Rod |
|
Nil |
1 |
| Cathode |
|
79 |
558 |
| MIC |
|
24,640 |
25,248 |
| Total |
|
24,719 |
25,807 |
Though MIC production during FY 2022-23 has shown marginal improvement
compared to last year, the performance was below the target set for the year due to
non-availability of adequate number of benches for mining at open pit mine of Malanjkhand
Copper Project (MCP), Madhya Pradesh as the open pit mine has reached its ultimate depth
and is in a transition phase from open cast to underground mining, under performance of
contractual agencies engaged for underground mine development and production contract at
MCP, suspension of production at Surda Mine, Ghatsila on account of non-execution of
mining lease deed by the State Government of Jharkhand, crusher break down at Kolihan
Copper Mine and continued water shortage at Khetri Copper Complex, Rajasthan.
To augment ore production from mines and make-up the shortfall, the
Company has taken various steps viz. award & execution of contract for loading &
hauling of 6 LBCM rock at MCP open pit mine during FY 2022-23, execution of two small
short-term contracts for production from the ready stopes of underground mine at MCP, the
contract for which was awarded in FY 2021-22 and the contractor engaged for ore production
from MCP underground mine started bringing the imported equipment at site leading to
gradual ramp up of ore production from the MCP underground mine. Though the Government of
Jharkhand had extended the Surda Mining Lease period for another twenty years up to
31.3.2040 vide letter dated 6.1.2022 but execution of lease deed is awaited for want of
Environmental Clearance (EC) from the Ministry of Environment, Forest and Climate Change
(MOEF&CC), Delhi for the total lease area because of non-availability of Stage I
forest clearance over remaining 65.52 ha of forest land within the Surda Mining Lease. The
present status of forest clearance of Surda Mining Lease is that PCCF (Nodal), Forest
Department, Government of Jharkhand has recommended the proposal for Stage I forest
clearance to the State Government of Jharkhand which is pending since 13.4.2023. To
overcome the problem of water shortage at KCC, the Company has taken up the matter with
the State Government of Rajasthan to increase the supply of water at KCC from Kumbharam
project and measures are being taken for enhancement of rainwater storage & retaining
capacity, improvement of internal water circulation system to reduce loss of water and
enhancement of water reclamation from tailing dam.
2. Dividend
The Board of Directors of your Company has recommended payment of
dividend equivalent to 18.32% on paid-up capital of the Company i.e. Re 0.92 per share of
` 5/- face value for the year 2022-23 for approval of shareholders in the Annual General
Meeting. The outgo on this account will be ` 88.97 crore approx.
3. Material Changes, if any
No material change and commitment affecting the financial position of
the Company occurred between the end of the financial year to which the financial
statements relate and the date of the report.
4. Projects
The Company during FY 2020-21 had envisaged to enhance the ore
production capacity from the current level of 4.24 million tonnes per annum (MTPA) to
12.20 MTPA by FY 2028-29. Status of different continuing mine expansion projects is as
under: i. Malanjkhand Mine (Madhya Pradesh) The proposed expansion of MCP will augment the
ore production capacity from 2.5 MTPA to 5.0 MTPA by developing an underground mine below
the existing open cast mine. The earlier awarded contract for development of underground
mine at MCP had ended on 28.12.2021. To complete the residual work of underground mine
construction, a consultancy contract was entrusted on M/s MECON, a reputed CPSE
Consultancy Organization, for estimation of value of residual work, preparation of NIT
document and evaluation of tenders which have been divided in multiple parts (Mine
Excavation at North Side, Mine Excavation at South Side, Shaft Furnishing, Men &
Material Hoisting system, Crushing & Pumping system, Power system, Main Mechanical
Ventilator) to complete the work in an efficient manner. Out of the above multiple parts,
the contracts for completion of mine development work at North & South side have been
awarded and started in FY 2022-23. For production of copper ore from underground mine at
MCP, a contract for Development, Production Drilling and Ore Production had been awarded
to M/s SMS Ltd led consortium in July, 2019. M/s SMS Ltd has started production of copper
ore from stope since July, 2022 and majorly completed the mobilization of production
equipment at the site. Further, the Company has also awarded contract for construction of
3.00 MTPA Paste Fill Plant for back-filling the voids of Underground mine at MCP to the
EPC contractor, M/s Shapoorji Pallonji and Company Private Ltd and the construction work
has already commenced at the site. ii. Khetri & Kolihan Mine (Rajasthan)
The proposed expansion of mines at western sector would increase ore
production capacity from existing 1.0 MTPA to 3.0 MTPA. Mine-wise status is as under:-a. K
olihan Mine: Shaft sinking and creation of ore handling facilities below 0 mRL (meter
Reduced Level) has been undertaken to augment the production capacity to 1.5 MTPA for
which EC is already in place. The study report of Geophysical Exploration work, taken up
in FY 2021-22, has shown possible extension of ore body upto -300mRL and the validation
drilling is being carried out to confirm the prediction as well as for assessment of grade
of ore as per standard practice. Based on outcome of the above, further activities like G2
level Exploration and Mine Planning will be taken up. b. Khetri mine: Execution of the
earlier awarded contract to augment ore production capacity at the mine from 0.5 MTPA to
1.5 MTPA through deepening of existing shafts and other related activities, could not be
completed due to extremely bad ground / fault zone encountered and as a result, the
contract had to be terminated. To sustain the ore production from mine, another contract
has been awarded for conversion of track mining to trackless mining at 0mRL and below for
which contract has been awarded and the work has already been commenced. For the Banwas
deposit of Khetri Mine, the Company had during FY 2016-17 appointed contractual agency for
ore production. The contractual agency has produced 3,75,689 tonne of ore in FY 2022-23
and the target production is envisaged to be achieved by FY 2023-24. iii. Surda
Mine (Jharkhand) The plan envisages sinking of shaft, deepening of various winzes to
increase production capacity from 0.4 MTPA to 0.9 MTPA in Surda mine. The validity of
Surda Mining Lease has been extended till 31.3.2040 by the Government of Jharkhand. EC was
granted by the Ministry of Environment, Forest and Climate Change (MoEF&CC), Delhi for
0.9 MTPA ore production over 323.16 ha on 30.5.2022. Subsequently, during execution of
Mining Lease deed, it was intimated by DMG, Ranchi on 29.8.2022 to submit amended EC over
388.68 ha. Accordingly, the EC amendment application was made and MoEF&CC, Delhi
recommended the amendment subject to grant of Forest Clearance (FC) over balance 65.52 ha
forest area within the mining lease.
The present status of forest clearance of Surda Mining Lease is that
PCCF (Nodal), Forest Department, Government of Jharkhand has recommended the proposal for
Stage-I forest clearance to the State Government of Jharkhand which is pending since
13.4.2023. iv. Re-opening of closed mines at Indian Copper Complex (ICC) Ghatsila
(Jharkhand) The Company has initiated action to re-open the closed mines, development of
new underground mine at Singhbum Copper Belt of ICC namely, Kendadih and Rakha mines.
Mine-wise status is given below:
a. K endadih mine: Kendadih mine was reopened in December, 2017 with
commissioning of winders after completion of dewatering of the mine. Production contract
has been awarded on 6.7.2021. Development activities and ore production were started, but
the performance of the contract was not at all satisfactory as a result the said contract
has been terminated on 25.05.2023.
b. Rakha mine: Rakha Mining Lease has expired on 28.8.2021 and
Application for extension of lease for further period of 20 years beyond 28.8.2021 was
submitted to the office of DC, Government of Jharkhand on 30.4.2020. In response of the
application for extension of Rakha Mining Lease, Govt. of Jharkhand has intimated that it
is under process/ consideration as per Statute.
Simultaneously, for engagement of MDO (Mine Developer cum Operator) for
re-opening and expansion of Rakha Copper Mine, development of a new underground mine at
Chapri Block to produce 3 MTPA of ore and erection & commissioning of a matching
capacity new Concentrator Plant at ICC, the Company has appointed Transaction Advisor for
preparation of tender document and Mine Service Agreement (MSA). For selection of MDO,
tendering action has been taken and web hosted in the platform of M/s. MSTC. Pre-bid
meeting has been conducted on 15.2.2023 wherein four prospective bidders participated.
Tendering action is in process.
Exploration:
During FY 2022-23 focus on exploration has been enhanced considerably
to assess depth extension of the ore bodies in different leases of HCL as well as to
enhance copper ore inventory of the Company. Budget for exploration has been enhanced
about five times with respect to last 10 year's expenditure on this head.
During FY 2022-23, 17,249 m of surface drilling and 12,660 m of
underground definition drilling have been completed in different leases. Extension of ore
bodies has been proved upto about 650 m vertical depth in Rakha Block and up to about
21
750 m vertical depth in Kendadih Block by taking up G2 level
exploration. G2 level exploration is also in progress for the adjacent Rakha NW block.
Validation drilling is in progress for confirmation of ore body extension up to (-)
300mRL, i.e. about 750m vertical depth, predicted through geophysical survey.
As on 1.4.2022, copper ore reserve and resources of the Company was
631.85 million tonnes with 0.99% of Cu. It is expected that the exploration activities
taken up during the financial year will enhance copper ore reserve and resources of the
Company.
The geological drilling and associated work completed in FY 2022-23 is
around four times of the exploration activities undertaken by the Company in last 10
years. The Company has signed a Memorandum of Understanding (MoU) for collaborative and
sponsored research projects with Indian Institute of Technology (Indian School of Mines),
[IIT (ISM)], Dhanbad on 3.1.2023. The MoU will allow HCL to receive technical assistance,
guidance and consultancy work from IIT-ISM for enhancing copper ore production through
modifying mining methods with application of state-of-the-art technologies, improvement of
productivity and safety in mines, environmental clearance issues, various hydrological
& hydro-geological studies and in areas of unconventional exploration methods like
Geophysical exploration, Remote Sensing etc. for depth exploration of copper ore.
5. Significant or material orders passed by the Regulators or
Courts or Tribunals
No significant or material orders have been passed by the Regulators or
Courts or Tribunals impacting the going concern status and company's operations in
future.
6. Utilization of funds raised through preferential allotment or
QIP during the year
The Company has raised funds of `500 crore approx. in April, 2021
through Qualified Institutional Placement (QIP) for meeting expansion/Capex plan of the
Company by issuing 4,18,06,020 equity shares of face value of ` 5/- each at a price of `
119.60 (including a premium of `114.60) per share from institutional investors including
Mutual Funds, Banks, Insurance companies and FII's. The Company has utilized `206.63
crore up to 31.3.2023. Funds raised through QIP has been utilized as per objects stated in
the QIP Document dated 12.4.2021.
7. Management Discussion and Analysis
A report on Management discussion and analysis of the performance of
the Company is given at Annexure-I.
8. Information in respect of Subsidiary, Associate and Joint
Venture
Khanij Bidesh India Ltd (KABIL), a JV company between NALCO, HCL and
MECL, was incorporated on 8.8.2019 with the objective to identify, acquire, develop,
process and make commercial use of strategic and other minerals in overseas locations for
supply in India and boost "Make in India" campaign. The shareholding of NALCO,
HCL and MECL in KABIL is in the ratio of 40:30:30. The cumulative investment in KABIL as
on 31st March, 2023 is ` `9.75 crore.
During the year, HCL has made additional investment of `6.30 Lakh in
the equity of its subsidiary viz. Chhattisgarh Copper Ltd (CCL). The total paid up capital
of CCL as on 31.3.2023 is `63.51 Lakh out of which 74% equity is held by HCL and remaining
26% is held by Chhattisgarh Mineral Development Corporation Ltd. Information in respect of
Subsidiary, Associate & Joint Venture (Form AOC 1) pursuant to Section 129(3) of the
Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 is given in Notes
to Financial Statements 2022-23.
9. Deposits
The Company has not taken any deposits covered under or which are not
in compliance with the requirements of Chapter V of the Companies Act, 2013.
10. Related Party Transactions (RPTs)
Detail of RPT in Form AOC-2 is given at Annexure - II. Policy on
RPTs and dealing with RPTs has been formulated and put up at the Company's website
and can be accessed at https://www.hindustancopper.com/Content/PDF/Policy%20
on%20MRPT_RPT.pdf.
11. Maintenance of cost records
The Company is required to maintain cost records as specified by the
Central Government under section 148 of the Companies Act, 2013, and accordingly such
accounts and records are being maintained.
12. Name of companies which became and cease to be Subsidiaries, JVs or
Associate Companies
Nil during the year.
13. Establishment of Vigil mechanism
The Company has in place a Whistle Blower Policy which provide adequate
safeguards against victimization of employees / directors who avail of the mechanism and
also provide for direct access to the Chairman of the Audit Committee in exceptional
cases. The Policy has been and put up at the Company's website and can be accessed at
https://www. hindustancopper.com/Content/PDF/Whistle_Blower_Policy.pdf.
14. Application made or any proceeding under the Insolvency and
Bankruptcy Code, 2016
Not applicable as no application made or proceeding pending under the
Insolvency and Bankruptcy Code, 2016.
15. Difference in valuation at the time of one time settlement and
valuation while taking loan from the Banks or Financial Institutions
Not applicable as no one time settlement was done during the year.
16. Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has complied with the provisions relating to constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Composition of the Internal
Complaints Committee is available at the website of the Company and can be accessed at
https://www.hindustancopper.
com/Content/PDF/Details%20of%20Internal%20Committee%20in%20HCL.pdf
17. Risk Management Policy
The Board of Directors of the Company has developed and implemented a
Risk Management Policy for the Company including identification therein of elements of
risk, which in the opinion of the Board, may threaten the existence of the Company.
18. Dividend Distribution Policy
The Company has a Board approved ‘Dividend Distribution
Policy' in place prepared in terms of Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 {SEBI (LODR), 2015}. The Policy is available at
the website of the Company and can be accessed at
https://www.hindustancopper.com/Content/PDF/Dividend_Distribution_ Policy.pdf.
19. Internal Financial Controls
The Company has in place adequate internal financial control with
reference to financial statements commensurate with its size and operations.
20. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure-III
forming part of this report.
21. Safety & Environment
Mine Safety & Environment management remains the high priority area
of the Company. The Company is always aiming to achieve "Zero Accident"
potential and committed to continue sustainable mining by diligently adhering the
‘Sustainable Development Framework' stipulated by Indian Bureau of Mines (IBM),
Government of India.
The Company continues to maintain the tradition of attracting
recognition for its safety performance and, like previous years, this year also received a
number of awards in mine safety environment management as indicated below: i. Malanjkhand
Copper Mine declared winner of National Safety Award in the large opencast metalliferous
mines category for Longest Injury Free Period by DGMS and has been awarded 5-star rating
(highest possible rating in India) by Indian Bureau of Mines for sustainable mining. ii.
The five mines of the Company (viz. Khetri, Kolihan, Malanjkhand, Surda and Kendadih) won
various accolades in Annual Metalliferous Mine Safety Week under the aegis of respective
regional office of Director General of Mine Safety (DGMS), Govt. of India and in Annual
Mine Environment & Mineral Conservation (MEMC) Week of Indian Bureau of Mines (IBM),
under the aegis of respective regional office of Govt. of India.
Besides the above, special training, regular refresher training program
and on-the-job training are provided to all employees. Safety Campaigns like "Annual
Mines Safety Week", "Fire Services Day", "Fire services week" and
"Industrial Safety Day" celebrations are conducted regularly with active
participation of employees in all the Units of HCL.
22. Awards and Accolades:
(i) HCL received the first prize of "Rajbhasha Implementation
Excellence Award" for its best performance in the direction of progressive use and
implementation of Hindi in the meeting of the Town Official Language Implementation
Committee (Undertaking), Kolkata held on 25.8.2022.
(ii) CMD, HCL was awarded the MGMI Award of Excellence for Non-Coal
Mining for the year 2021-22 on 25.9.2022 by the Mining, Geological and Metallurgical
Institute of India for his outstanding contribution in Non-Coal Mining Industry. (iii) HCL
was felicitated as ‘Sectoral Star' at the Fortune India's "The Next
500: Breaking news Frontiers event held on 24.6.2022 at New Delhi for its outstanding
rising performance in the Metal Industry.
23. Corporate Social Responsibility (CSR)
The CSR Report in the prescribed format as per the Companies (Corporate
Social Responsibility Policy) Rules, 2014 is at Annexure-IV.
24. Vigilance Activities
The focus of the Vigilance Department is on preventive / proactive
measures through improvement of systems and procedures, ensuring transparency, adherence
to established policies and guidelines etc. Systems improvement measures are being
regularly brought to the notice of Management, which has implemented most of the
suggestions. The emphasis is on developing proper checks and balances in the working
systems. At the same time, since punitive action is also required in case of misconduct to
maintain discipline in the organization and to ensure fairness and probity in public life,
prompt action is taken towards disposal of those cases also. Efforts are also continuing
to create more and more awareness about vigilance amongst the employees of the
organization.
25. Official Language Implementation
During FY 2022-23, HCL made constant endeavor to increase the use of
Official Language Hindi in its Units/Offices. Hindi Diwas/ Week/ Fortnight were celebrated
in the Units/Offices from 14.9.2022 to 29.9.2022. On this occasion, the messages of
Hon'ble Home Minister, Hon'ble Mines Minister and CMD, HCL were circulated /read
out. Various competitions were organized with a view to increase interest among employees
towards the Official Language and winners were given awards on closing ceremony held on
28.9.2022. Employees are constantly motivated to use Hindi in their day-to-day official
work. Hindi Workshops were conducted in the Corporate Office, Units/ Offices at regular
intervals. Regular review of progressive use of Hindi was carried out in quarterly
meetings of Official Language Implementation Committee under the Chairmanship of CMD at
Corporate Office and Unit Heads in Units. During FY 2022-23, HCL participated in the
half-yearly meetings organized by the Town Official Language Implementation Committee
(PSUs), Kolkata. HCL was awarded ‘first prize' and ‘active participation
award' in the category of Corporate Office for outstanding work in the field of
official language by CALTOLIC (Undertakings) on 30.1.2023.
The progressive use of Hindi is being reviewed regularly at Board
meetings. The Company's in-house journal "Tamralipi" is published in Hindi
and English languages and distributed among the employees. The recruitment advertisement
is also published bilingual. Notices, etc. are uploaded on the Company's website in
Hindi and English. In order to increase knowledge and popularity of Hindi amongst
employees, a scheme of ‘One Hindi word and One sentence every day' was
implemented. The use of Hindi in the computer has been further increased and advance
software Unicode Hindi Open Office has been made available to all units/offices of the
Company. Practical training was given to employees to work in official language through
modern technology.
26. Business Responsibility and Sustainability Report
Pursuant to Regulation 34 (2) of SEBI (LODR), 2015, Business
Responsibility and Sustainability Report for FY 2022-23 describing various initiatives
taken by the Company on social, environmental and governance perspective, is attached at Annexure-V
which forms part of this report.
27. Annual Return
Annual Return pursuant to Section 92(3) of the Companies Act, 2013 is
available at the website of the Company and can be accessed at
https://www.hindustancopper.com/Page/AnnualReturn
28. Corporate Governance
Corporate Governance Report as per SEBI (LODR), 2015 is given at Annexure-VI
forming part of this report together with Certificate on Corporate Governance.
29. Number of meetings of the Board
During 2022-23, eleven Board meetings were held on 2.5.2022, 28.5.2022,
29.6.2022, 30.6.2022, 13.8.2022, 3.9.2022, 12.11.2022, 16.12.2022, 1.2.2023, 28.3.2023 and
29.3.2023.
30. Directors' Responsibility Statement
In terms of Section 134(5) of Companies Act, 2013, your Directors
confirm:
(i) That in the preparation of the Annual Accounts for the year ended
31st March, 2023 the applicable Accounting Standards has been followed along with proper
explanations relating to material departures.
(ii) That such Accounting Policies have been selected and applied
consistently and made adjustments and estimates which are reasonable and prudent so as to
give a true and fair view of the State of Affairs of the Company at the end of 31st March,
2023 and of the Profit and Loss of the Company for the FY 2022-23.
(iii) That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the provisions of the Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
(iv) That the Directors have prepared the Annual Accounts on a going
concern basis.
(v) That the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
operating effectively.
(vi) That the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems are adequate
and operating effectively.
31. Declaration by Independent Directors
Independent Directors of the Company have given declaration to the
effect that they meet the criteria of independence as provided under Section 149(6) of the
Companies Act, 2013.
32. Familiarization Program for Independent Directors
On joining, Independent Directors are familiarized through induction
program / presentation with the overview of business, operations, new projects and
business model of the Company. Visit to Units is also organized as per their convenience.
They are also updated on the changes / developments including in the relevant statutory /
regulatory requirements from time-to-time. Detail of Directors' Training /
Familiarization Program has been hosted at the Company's website and can be accessed
at https://www.hindustancopper.com/Content/PDF/Fam_Pro_Ind_Dir.pdf.
33. Opinion of the Board with regard to integrity, expertise and
experience (including the proficiency) of the Independent Directors
In the opinion of Board, the Independent Directors of HCL are person of
integrity and possesses expertise and experience required to discharge their duty.
34. Manner of Annual evaluation of Board sub Committees and individual
Directors
HCL being a Government Company, performance evaluation of its Directors
and criteria of evaluation is decided and undertaken by the Government of India.
35. Code of Conduct
The Company has in place a Code of Conduct applicable to the Directors
as well as Senior Management and the same has been circulated to all concerned and posted
at the Company's website and can be accessed at https://www.
hindustancopper.com/Content/PDF/CC_Dir_Sr_Exe.pdf. All Board members and senior management
personnel have affirmed compliance of the Code for the year ended 31st March, 2023.
36. Directors and Key Managerial Personnel
During the year S/Shri R Kalyansundaram, Pawan Kumar Dhawan and
Balwinder Singh Canth ceased to be Non-official Independent Director on completion of
their tenure on 21.7.2022.
Shri Ghanshyam Sharma, holding additional charge of Director (Finance),
HCL (from 13.9.2021), has in terms of Ministry of Mines' order No.
Met.3-10/3/2020-Met.III dated 1.2.2023 joined as Director (Finance), HCL with effect from
28.2.2023 and his tenure will be till the date of his superannuation i.e. 31.5.2025 or
until further orders, whichever is earlier. The Board places on record its appreciation
for the valuable services and contribution made by S/Shri R Kalyansundaram, Pawan Kumar
Dhawan and Balwinder Singh Canth during their tenure on the Board. During 2022-23, Shri C
S Singhi ceased to be Company Secretary of the Company on attaining the age of
superannuation on 31.3.2023 and in his place Shri Mritunjay Kumar Dev, Senior Manager (CS)
was appointed as Company Secretary from 1.4.2023. The Board however, again appointed Shri
C S Singhi as Company Secretary and Compliance Officer of the Company on contractual basis
initially for a period of one year with effect from 3.4.2023.
37. Secretarial Audit Report
M/s N K & Associates, Practicing Company Secretaries, has been
appointed as Secretarial Auditor for FY 2022-23. Report given by the Secretarial Auditor
is given at Annexure –VII to this report. With regard to observations of
Secretarial Auditor about composition of the Board that "the Company did not have
minimum required 50% Independent Directors on its Board during the period from 22.07.2022
to 31.03.2023", it is stated that HCL, being a Government Company and in terms of its
Articles of Association, appointment of all Directors on its Board is made by the
President of India through orders issued by the Ministry of Mines, Government of India.
The Company has no role to play in the appointment process. The Company has requested the
Ministry of Mines to fill up the vacant post of Directors.
38. Auditors
M/s. Ghoshal & Ghosal, Chartered Accountants, Kolkata was appointed
as Statutory Auditors to audit the accounts of the Company for the year 2022-23 by
Comptroller and Auditor General of India (C&AG).
M/s Bandyopadhyaya Bhaumik & Co., Kolkata was appointed as Cost
Auditor of the Company for carrying out the Cost Audit of Copper Ore, Concentrate,
Cathode, Coutinuous Cast Copper Rods, other processed Copper and articles along with
Sulphuric acid for the year 2022-23.
39. Comments of C&AG
The comments of C&AG under the Companies Act on the accounts of the
Company for the year ended 31st March, 2023 are annexed to this report.
40. Appreciation
In conclusion, your Directors wish to place on record their
appreciation of the hard work put in by all employees of the Company during the year under
review. The Board gratefully acknowledges the valuable guidance and co-operation received
from the Ministry of Mines and other Ministries/ Departments of the Government of India
and the support received from the State Governments of Rajasthan, Jharkhand, Madhya
Pradesh, Maharashtra, Gujarat and West Bengal and the Company's bankers, customers
and office bearers of the recognized Trade Unions of different Units / Head Office. The
Board also thanks all shareholders and investors for the trust reposed by them in the
Company.
|
For and on behalf of the Board of Directors |
|
Sd/- |
|
Arun Kumar Shukla |
| Place: Kolkata |
Chairman and Managing Director |
| Date: 10.7.2023 |
(DIN-03324672) |
  Â