Hindustan Copper Ltd Directors Report.

<dhhead>REPORT OF THE BOARD OF DIRECTORS</dhhead>

The Shareholders Hindustan Copper Ltd Kolkata

Your Directors have pleasure in presenting the fifty fourth Annual Report of Hindustan Copper Ltd. (HCL/the Company) together with the audited statement of accounts and Auditors’ Report thereon for the year ended 31.3.2022.

 

1. Performance

Financial Summary or highlights

The comparative working results for the FY 2021-22 vis-?-vis FY 2020-21 are as under:

PARTICULARS

2021-22

2020-21

(a) Turnover

1812.21

1760.84

(b) Profit /(Loss) before depreciation, amortization, finance cost & tax

560.88

444.68

(c) Less : Depreciation & Amortization

149.87

294.82

(d) Less : Finance Cost

28.94

62.61

(e) Profit/ (Loss) Before Tax from continuing operation

382.07

87.25

(f) Profit/(Loss) Before Tax from discontinuing operation

(0.35)

(0.35)

(g) Profit/(Loss) Before Tax from continuing & discontinuing operation

381.72

86.90

(h) Less : Provision for Taxation Net (Current & Deferred Tax)

7.94

(23.08)

(i) Profit After Tax from continuing & discontinuing operation

373.78

109.98

(j) Other Comprehensive Income (net of tax)

(22.22)

0.95

(k) Total Comprehensive Income for the year

351.56

110.93

(l) Add: Balance brought forward from the previous year

330.97

220.04

(m) Balance available for appropriation

682.53

330.97

(n) Less : Dividend

33.85

-

(o) Balance to be carried forward

648.68

330.97

(p) Earnings per Share () (Both Basic & Diluted)

3.87

1.19

 

During 2021-22, the turnover of the Company was 1812.21 crore as against Rs. 1760.84 crore during FY 2020-21 registering an increase of 2.92%. The Company posted Profit Before Tax from continuing & discontinuing operation of Rs. 381.72 crore during the year as against Rs. 86.90 crore recorded during the previous year registering an increase of 339.26%. The Profit/(Loss) After Tax from continuing & discontinuing operation during FY 2021-22 is Rs. 373.78 crore as against Rs. 109.98 crore in FY 2020-21 registering an increase of 239.86% due to rise in LME Price of Copper and lower required provisions as compared to previous year. The total borrowings of the Company has reduced from 1,137.43 crore as on 1.4.2021 to Rs. 408.32 crore as on 31.3.2022. Physical performance: The comparative physical performance of production and sales for the year 2021-22 vis-a-vis 2020-21 is as under:

Particulars

2021-22

2020-21

Ore (Lakh Tonnes)

35.70

32.73

Metal in concentrate (MIC) (Tonnes)

24,741

23,866

Cathode (Tonnes)

621

Nil

CC Wire Rod (Tonnes)-Production

1

Nil

CC Wire Rod (Tonnes)-Tolling

1,240

1,360

Sales (Tonnes):
CC Rod

1

Nil

Cathode

558

Nil

MIC

25,248

32,997

Total

25,807

32,997

 

Though Ore and MIC production during FY 2021-22 has shown marginal improvement compared to last year, the performance was below the target set for the year due to low grade of Ore in the open pit mine at Malanjkhand Copper Complex (MCP), MP which has reached its ultimate depth and is in a transition phase from open pit to underground mining, under performance of contractual agencies engaged for underground mine development and production contract at MCP, suspension of production at Surda Mine at Ghatsila on account of non-extension of mining lease period from 1.4.2020 onwards by the State Government of Jharkhand, water shortage at Khetri Copper Complex, Rajasthan. Physical performance was also affected due to lockdown / maintaining protocol as a result of COVID-19 pandemic and crisis of oxygen cylinder in FY 2021-22. To augment ore production from mines and make-up shortfall, the Company has awarded two small contracts for production from the ready stopes of underground mine at MCP. The Govt. of Jharkhand has extended the Surda Mining Lease period for another twenty years up to 31.3.2040 vide letter dated 6.1.2022 and subsequently the letter for Environment Clearance (EC) for Surda Mining lease for ore production of 0.9 MTPA was received on 30.5.2022 from the Ministry of Environment, Forest and Climate Change (MOEF&CC). 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 water storage and retaining capacity, improvement of internal water circulation system to reduce loss of water and enhancement of water reclamation from tailing dam.

During 2021-22, there has been very marginal production of Cathode and CC Wire Rod due to direct sale of concentrate by the Company as per market scenario. The Company has signed long term agreement with one of the Indian conglomerates on 17.9.2020 for sale of Copper concentrate to boost the ‘Atmanirbhar Bharat Abhiyan’ of the Government of India. In the current Financial Year 2021-22 around 80% of copper concentrate has been sold under this Long Term Agreement.

 

2. Dividend

The Board of Directors of your Company has recommended payment of dividend equivalent to 23.20% on paid-up capital of the Company i.e. 1.16 per share of Rs. 5/- face value for the year 2021-22 for approval of shareholders in the Annual General Meeting. The outgo on this account will be Rs. 112.17 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

Your Company had initially during FY 2010-11 envisaged increase in mine production capacity from 3.4 million tonne per annum (MTPA) to 12.2 MTPA. This was subsequently revised to 20.2 MTPA in order to boost domestic production of copper metal to reduce dependence on imports. The expansion plan will be implemented in a phased manner i.e. in first phase capacity up to 12.2 MTPA would be targeted and in second phase it will be scaled up to 20.2 MTPA. Status of different continuing mine expansion projects is as under: i. Malanjkhand Copper Project (MP) The proposed expansion of MCP will augment the ore production capacity from 2.0 to 5.0 MTPA by developing an underground mine below the existing open pit whose life is at its fag end. After obtaining the required Environment Clearance (EC) and clearance from National Board for Wild Life (NBWL), contract for development of underground mine was awarded in April, 2015. As on 31.3.2022, the progress of important milestones are as under:

Sl. No. Milestones

Planned depth / length (m)

Completed (m)

Status

1 Service Shaft

665

665

Sinking completed

2 Production Shaft

694

694

Sinking completed

3 North Ventilation Shaft

633

599

Sinking Completed

4 South Ventilation Shaft

645

641

Sinking Completed

5 North Decline

4610

3108

Under progress

6 South Decline

3860

2660

Under progress

 

Due to precarious financial position of the contractual Agency, the Agency has been referred under Insolvency and Bankruptcy Code, 2016. This resulted into slow progress on construction of underground mine at MCP. The Contract has ended on 28.12.2021 by efflux of time. To complete the residual work, 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. Two tenders for completion of mine excavation at North Side and South Side have been floated on 1.3.2022. Tender for Main Mechanical Ventilators have been floated on 10.5.2022 and other tenders are being floated in succession. Another contract for Development, Production Drilling and Ore Production at Malanjkhand Underground Mine was awarded to M/s SMS led consortium in July, 2019. However, M/s SMS could not complete the mobilization of development and production equipment on time due to various reasons (like readiness of mine to execute the contract) including COVID-19 pandemic etc. All efforts are being made for early start of production.

ii. Khetri, Kolihan and Banwas mine (Rajasthan) The proposed expansion of mines at western sector will increase ore production capacity from existing 1.0 to 3.0 MTPA. Mine-wise status is as under:-a. Kolihan Mine: Shaft sinking & 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 was obtained on 2.2.2015. Geophysical exploration has been taken up to establish extension ore orebody beyond 0 mRL at Kolihan. Further action will be taken up in due course upon establishing the ore body at depth.

b. Khetri mine: Contract was awarded during 2011-12 to augment ore production capacity of Khetri mine from 0.5 MTPA to 1.5 MTPA through deepening of existing shafts and other related activities. However, during execution of the contract, the work was badly affected at the initial stage due to extremely bad ground / fault zone encountered while making approach cross cut to reach below the existing Production Shaft area for setting up winding arrangement for sinking of shaft further. Despite many efforts made by the contractor the problem persisted and finally the contract was terminated in January, 2017 as per terms and conditions of the contract. The project is under study.

c. Banwas Block: A Contract was awarded during 2009-10 to develop the Banwas block as part of Khetri mine to augment the production capacity to 0.6 MTPA. The project was completed in February, 2017. During FY 2016-17, the Company has appointed contractual agency for ore production from Banwas deposit. The contractual agency has produced 305659 tonne of ore in FY 2021-22 and the target production ramp will be achieved by 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. Validity of Surda Mining Lease has been extended till 31.3.2040 by the Government of Jharkhand (GoJ) vide letter dated 6.1.2022. Conditional EC was recommended by Expert Appraisal Committee (EAC) of Ministry of Environment, Forest and Climate Change (MOEF&CC) for 0.9 MTPA ore production for 323.16 ha for Surda Mining Lease Area vide letter dated 29.12.2020. Accordingly, compliance report was submitted on 7.1.2022 to MOEF&CC. Subsequent to which, Additional Details Sought (ADS) by MOEF&CC for number of times. For compliance of above, Modified Mining plan has been prepared for Surda Mining Lease (388.68 ha) for restricted mining area of 323.16 ha and the same has been approved by Indian Bureau of Mines (IBM). Subsequently, the EC for Surda Mining lease was received on 30.5.2022 from the MOEF&CC.

iv. Re-opening of closed mines at Indian Copper Complex (ICC) Ghatsila (Jharkhand) The Company initiated action to re-open 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. Kendadih mine: A contract for reopening and development of closed Kendadih mine was awarded in 2011-12. After obtaining necessary statutory clearances, Kendadih mine was reopened in December, 2017 with commissioning of winders after completion of dewatering of the mine. Mine development work has been completed. Production contract has been awarded to M/s JMS Mining Pvt. Ltd. on 6.7.2021. Development activities and ore production have been started.

b. Chapri Sideshwar and Rakha mine: Chapri-Sideshwar mine falls within the Rakha and Kendadih mining lease area. The EC and Stage II FC for Kendadih mining lease were obtained on 20.1.2015 and 28.11.2016 respectively from MOEF&CC.

It is planned to augment the production capacity to 1.5 MTPA of ore by reopening and expansion of closed Rakha mine. The EC and Stage II FC for Rakha mining lease were obtained on 1.8.2014 and 15.9.2016 respectively from MOEF&CC. Rakha Mining Lease has expired on 28.8.2021. Application for renewal was submitted to the office of DC, GoJ on 30.4.2020. The matter is pending with Director, Mines, GoJ.

The Company is exploring to engage contractor through MDO (Mine Developer cum Operator) route for re-opening and expansion of Rakha Copper Mine, development of a new underground mine at Chapri-Sideshwar to produce 3 MTPA of ore and erection & commissioning of a new Concentrator Plant at ICC. For engagement of MDO, the Company has already appointed Transaction Advisor for preparation of tender document and mine service agreement. The Company envisages augmentation of ore production capacity in 1st phase to 12.2 MTPA by 2028-29 in stages. The Company will take up enhancement of ore production capacity to 20.2 MTPA in 2nd phase after successful completion of 12.2 MTPA capacity plan.

 

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 Institutions Placement for meeting expansion/Capex plan of the Company by issuing 4,18,06,020 equity shares of face value of Rs. 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 133 crore during the financial year.

 

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

In May, 2022 HCL has made additional investment of Rs. 9 crore in the equity shares of Khanij Bidesh India Ltd (KABIL), a JV company between NALCO, HCL and MECL 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 the KABIL as on date is Rs. 9.75 crore.

During the year, HCL has made additional investment of Rs. 7.4 Lakh in the equity of its subsidiary viz. Chhattisgarh Copper Ltd (CCL). The total paid up capital of CCL as on 31.3.2022 is Rs. 55 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 2021-22.

 

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 at www.hindustancopper.com.

 

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 posted at the Company’s website at www.hindustancopper.com.

 

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 at www.hindustancopper.com.

 

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 at www.hindustancopper.com.

 

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

Safety remains high priority area and the Company is always aiming to achieve "Zero Accident". The Company continues to maintain the tradition of attracting recognition for its safety performance and, like previous years, received a number of awards in mine safety as indicated below:

i. Malanjkhand open cast mine had won the following safety performance award in 2021-22 under the aegis of DGMS (Nagpur region I & II):

a. 1st Prize in Overall performance, Mine Planning and Record, Plant Machinery, Vocational Training & First Aid, Occupational Health Safety and Welfare, First Aid Team, Trade Test of Mine Mate and Dumper Operator.

b. 2nd Prize in Emergency preparedness, First Aid Team Captain and Trade Test of Auto Electrician.

c. 3rd Prize in Mine Working, Trade test for Diesel Mechanic and Electrician. ii. Khetri Copper Mine had received 1st position in Occupational health & Safety welfare amenities, Vocational Training & First Aid and Accident statistics & control measures such as SMP & Emergency preparedness, Electrical Equipment & Installations, Storage, Transport & Use of Explosive and 3rd position in Overall performance.

iii. Kolihan Copper Mine had received 1st position in Overall Performance, Mine working, Mine Plans & Records, Occupational health & Safety welfare amenities, Vocational Training & First Aid and Accident statistics & control measures such as SMP & Emergency preparedness, Electrical Equipment & Installations, Publicity and Propaganda & Awareness, Storage, Transport & Use of Explosive and 2nd position in Plant, Machinery, Maintenance & Operation of Winder.

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. 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.

23. Vigilance Activities

During FY 2021-22, the Vigilance department of the Company had taken special initiative to complete the following activities:-.

i. The HCL CDA Rules, 1979 was amended with vigilance input and already incorporated the latest instructions of DoP&T, CVC, DPE, various court judgments on disciplinary matters and good practices being followed by other CPSEs. The Rules have been approved by the HCL Board and has come into effect as HCL CDA Rules 2021.

ii. Online filing of Annual Property Return by all executives of the Company has been completed within the target date of 31.1.2022.

iii. The rotational transfer policy has been implemented for all vigilance officials.

iv. A comprehensive policy for dealing with complaints has been framed and circulated to all vigilance officials.

v. All vigilance officials have been imparted trainings on disciplinary proceedings to increase their efficiency.

 

24. Official Language Implementation

During FY 2021-22, HCL made constant endeavor to increase the use of Official Language Hindi in its Units/Offices. Hindi fortnight and Hindi Diwas were celebrated in the Units/Offices from 14.9.2021 to 28.9.2021. 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 28.9.2021. 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 2021-22, HCL participated in the half-yearly meetings organized by the Town Official Language Implementation Committee (PSUs), Kolkata.

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. There is a continuous effort to publish advertisement of recruitment / tender etc. bilingually. In order to increase knowledge and popularity of Hindi among 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. Notices, etc. are uploaded on the Company’s website in Hindi and English.

 

25. Business Responsibility Report

Pursuant to Regulation 34 (2) of SEBI (LODR), 2015, Business Responsibility Report for FY 2021-22 describing various initiatives taken by the Company on social, environmental and governance perspective, is attached at Annexure-V which forms part of this report.

 

26. Annual Return

Annual Return pursuant to Section 92(3) of the Companies Act, 2013 is available at Company’s website at www. hindustancopper.com.

 

27. 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.

 

28. Number of meetings of the Board

During 2021-22, fifteen Board meetings were held on 7.4.2021, 7.4.2021, 12.4.2021, 13.4.2021, 15.5.2021, 29.5.2021, 25.6.2021, 2.7.2021, 16.7.2021, 7.8.2021, 25.9.2021, 9.11.2021, 18.12.2021, 27.12.2021 and 12.2.2022.

 

29. 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, 2022 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, 2022 and of the Profit and Loss of the Company for the FY 2021-22.

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.

 

30. 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.

 

31. 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 at www. hindustancopper.com.

 

32. 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.

 

33. 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.

 

34. 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 www.hindustancopper.com. All Board members and senior management personnel have affirmed compliance of the Code for the year ended 31st March, 2022.

 

35. Directors and Key Managerial Personnel

During the year Shri Subhash Sharma ceased to be Non-official Independent Director on completion of his tenure on 17.7.2021.

Shri Sanjay Panjiyar joined as Director (Operations) with effect from 31.7.2021.

Shri Shakil Alam, Economic Adviser, Ministry of Mines (MoM) was appointed as part time official (Govt. Nominee) Director vice Shri Alok Chandra, ex-Economic Adviser, MoM with effect from 6.8.2021.

Shri Sukhen Kumar Bandyopadhyay ceased to be Director (Finance) consequent upon acceptance of his technical resignation by the Competent Authority with effect from 13.9.2021 so as to enable him to join his present lien post as CGM, SJVN Ltd. Shri Bandyopadhyay accordingly also ceased to be Chief Financial Officer of the Company with effect from 13.9.2021. Shri Ghanshyam Sharma, Director (Finance), MECL (a CPSE under the MoM) has been assigned additional charge of the post of Director (Finance), HCL with effect from 13.9.2021 to 12.9.2022 or till a regular incumbent joins the post or until further orders, whichever is the earliest. Shri Sharma accordingly also become the Chief Financial Officer of the Company with effect from 13.9.2021.

S/Shri Annadevara Gurunadha Krishna Prasad and Avinash Janardan Bhide have been appointed as Non-official Independent Directors with effect from 3.11.2021. Smt. Hemlata Verma has been appointed as Non-official Independent Director with effect from 22.3.2022. Shri Sanjiv Kumar Singh joined as Director (Mining) with effect from 26.3.2022.

The Board places on record its appreciation for the valuable services and contribution made by S/Shri Alok Chandra, Subhash Sharma and Sukhen Kumar Bandyopadhyay during their tenure on the Board.

 

36. Secretarial Audit Report

M/s N K & Associates, Practicing Company Secretaries, has been appointed as Secretarial Auditor for FY 2021-22. 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 17.7.2021 to 2.11.2021 and Independent Woman Director till 21.3.2022 during the year", 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 (MoM). The Company has no role to play in the appointment process. The vacant posts of Independent Directors were filled up by appointment of Shri Annadevara Gurunadha Krishna Prasad and Shri Avinash Janardan Bhide as Non-official Independent Directors with effect from 3.11.2021 and vacant post of Independent Woman Director was filled up by appointment of Smt. Hemlata Verma as Non-official Independent Director with effect from 22.3.2022. Regarding observations of Secretarial Auditor about 3 days delay in giving prior intimation to stock exchanges as per Regulation 29(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding Board meeting wherein financial results for the quarter ended 31.12.2021 was considered, it is stated that though HCL has been throughout filing corporate action/ reports with the Exchanges in time, this inadvertent delay in giving prior intimation was due to superannuation of concerned officer and is one of the case. Necessary precautions are taken to ensure that the same is not repeated.

 

37. Auditors

M/s. Ghoshal & Ghosal, Chartered Accountants, Kolkata was appointed as Statutory Auditors to audit the accounts of the Company for the year 2021-22 by Comptroller and Auditor General of India (C&AG). M/s. Guha, Ghosh, Kar & Associates, Cost Accountants, Kolkata was appointed as Cost Auditor of the Company for carrying out the Cost Audit of Copper Ore, Concentrate, Cathode, Continuous Cast Copper Rods, other Processed Copper and articles along with Sulphuric acid for the year 2021-22.

 

38. 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, 2022 are annexed to this report.

 

39. 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

Arun Kumar Shukla

Place: Kolkata

Chairman and Managing Director

Date: 27.6.2022

(DIN-03324672)