<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) |
|