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Hindustan Copper Ltd.

BSE: 513599 Sector: Metals & Mining
NSE: HINDCOPPER ISIN Code: INE531E01026
BSE 10:54 | 06 May 158.40 7.10
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OPEN 152.20
PREVIOUS CLOSE 151.30
VOLUME 395623
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P/E
Mkt Cap.(Rs cr) 15,318
Buy Price 158.15
Buy Qty 572.00
Sell Price 158.40
Sell Qty 1405.00
OPEN 152.20
CLOSE 151.30
VOLUME 395623
52-Week high 165.10
52-Week low 23.50
P/E
Mkt Cap.(Rs cr) 15,318
Buy Price 158.15
Buy Qty 572.00
Sell Price 158.40
Sell Qty 1405.00

Hindustan Copper Ltd. (HINDCOPPER) - Director Report

Company director report

The Shareholders Hindustan Copper Ltd.

Kolkata

Your Directors have pleasure in presenting the fifty second AnnualReport of Hindustan Copper Ltd. (HCL/the Company) together with the audited statement ofaccounts and Auditors' Report thereon for the year ended 31.3.2020.

1. Performance

Financial Summary or highlights

The comparative working results for the FY 2019-20 vis-a-vis FY 2018-19are as under:

(H in crore)

Particulars 2019-20 2018-19
(a) Turnover 803.17 1753.44
(b) Profit /(Loss) before depreciation amortization finance cost & tax (188.68) 538.70
(c) Less : Depreciation & Amortization 288.61 252.89
(d) Less : Finance Cost 60.42 55.46
(e) Profit/ (Loss) Before Tax from continuing operation (537.71) 230.35
(f) Profit/(Loss) Before Tax from discontinuing operation (0.35) (0.35)
(g) Profit/(Loss) Before Tax from continuing & discontinuing operation (538.06) 230.00
(h) Less : Provision for Taxation (Current & Deferred Tax) 31.29 84.49
(i) Profit / (Loss) after tax from Continuing & Discontinuing Operation (569.35) 145.51
(j) Other Comprehensive Income / (Loss) (net of tax) (22.46) (10.90)
(k) Total Comprehensive Income / (Loss) for the year (591.81) 134.61
(l) Add: Balance brought forward from the previous year 869.85 763.13
(m) Balance available for appropriation 278.04 897.74
(n) Less : Dividend 48.11 23.13
(o) Less : Tax on Dividend 9.89 4.76
(p) Balance to be carried forward 220.04 869.85
(q) Earnings per Share(Rs) (Both Basic & Diluted) (6.15) 1.57

During 2019-20 the turnover of the Company was lower at H803.17 crorecompared with H1753.44 crore achieved in last year which is due to lower sales volumecoupled with fall in LME price of Copper during the year. Similarly Profit/(Loss) AfterTax from continuing & discontinuing operation during the year stood at H (569.35)crore as against H145.51 crore in FY 2018-19. The financial performance during 2019-20 wasaffected due to non-lifting of copper concentrate by the buyer owing to reasonsattributable to international market and one time write off of closing stock amounting toH257.10 crore arising out of reconciliation of metal content in copper concentrate oninter-unit transfer and sales assessment of metal loss in generation of granulated dumpslag handling losses old and oxidized concentrate. Further for Lean Ore and Mill Scatcontaining low grade copper and presently not in use in the manufacturing process aprovision amounting to H183.32 crore has been made in the books of accounts. The Companyhas formulated the Standard Operating Procedure on Inventory Management to strengthen thereconciliation system of inventory throughout the Company.

Physical performance:

The comparative physical performance of production and sales for theyear 2019-20 vis-a-vis 2018-19 is as under:-

Particulars 2019-20 2018-19
Ore (Lakh Tonnes)) 39.68 41.22
Metal in concentrate (MIC) (Tonnes) 26502 32439
Cathode (Tonnes) 5340 16215
CC Wire Rod (Tonnes) 8443 21450
Sales (Tonnes):
CC Rod 4247 13756
Cathode MIC 1492 2564
12669 21953
Total 18408 38273

Ore production during 2019-20 was marginally less compared to last yearmainly due to break down of ore hoisting system at Kolihan mine. Metal in Concentrate(MIC) production was affected due to low grade of ore at Malanjkhand Copper Project (MCP)and Khetri Copper Complex (KCC) as well as water shortage at KCC. The overall grade of oreduring 2019-20 was 0.75% as against 0.88% in 2018-19. The availability of material wasless in the open cast mine at MCP which has reached its ultimate depth and is in atransition phase from open cast to underground mining. In order to sustain and augmentproduction during the transition phase the Company had awarded contract for Oreproduction from MCP underground mine during the year. To overcome the problem of watershortage at KCC the Company had taken up the matter with state Government of Rajasthan toincrease supply of water from Kumbharam project. Cathode and Wire rod production duringthe year was less due to direct sale of concentrate as per market scenario.

2. Dividend

Your Directors have not recommended any dividend on equity shares forthe year under review.

3. Material Changes if any

No material change and commitment affecting the financial position ofthe Company occurred between the end of the financial year to which the financialstatements relate and the date of the report.

4. Projects

Your Company had initially during FY 2010-11 envisaged increase in mineproduction capacity from 3.4 million tonne per annum (MTPA) to 12.2 MTPA. This wassubsequently revised to 20.2 MTPA in order to boost domestic production of copper metal toreduce dependence on imports. The expansion plan will be implemented in a phased manneri.e. in first phase capacity up to 12.2 MTPA would be targeted and in second phase it willbe 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 capacityfrom present 2.0 to 5.0 MTPA by developing an underground mine below existing open pitwhose life is at its fag end. After obtaining the required Environment Clearance (EC) andclearance from National Board for Wild Life (NBWL) contract for development ofunderground mine was awarded in April 2015 and as on 31.3.2020 the progress of importantmilestones 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 633 372 Under progress
4 South Ventilation Shaft 645 475 Under progress
5 North Decline 4610 2975 Under progress
6 South Decline 3860 2103 Under progress

Due to precarious financial position the contractual Agency has beenreferred under Insolvency and Bankruptcy Code

2016 and their liquidation is under process. This resulted into slowprogress on construction of underground mine at MCP.

Meanwhile a contract for ore production from developing undergroundmine through decline has been awarded in July

2019 and it is expected that production will commence in 2020-21.

ii. Khetri Kolihan and Banwas mine (Rajasthan)

The proposed expansion of mines at western sector will increase oreproduction capacity from existing 1.0 to 3.0 MTPA.

Mine-wise status is as under:-

a. Kolihan Mine: Environmental clearance for shaft sinking &creation of ore handling facilities below 0 mRL (meter reduced level) to augment theproduction capacity to 1.5 MTPA was obtained on 2.2.2015. To establish the ore bodies atdepth 1650 m of Diamond drilling work was undertaken. In 2019-20 a total of 308.4 m ofdrilling have been completed. Further drilling has been undertaken to establishmineralization corresponding to (-) 120 mRL and 6298 meter of surface exploratory drillinghas been completed in 2019 -20. Further drilling is in progress. After proving ofcontinuity of ore body in depth proposal will be undertaken.

b. Khetri mine: Contract was awarded during 2011-12 to augment oreproduction capacity of Khetri mine from 0.5 MTPA to 1.5 MTPA under Phase II throughdeepening of existing shaft and other related activities. However during execution of thecontract 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 existingProduction 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 contractwas terminated in January 2017 as per terms and conditions of the contract.

After identification of the fault plane and bad ground below ground adetailed study was done to modify the design of deepening of Production shaft in safestmanner. Tendering action for new contract for deepening of the existing Production shafthas been initiated.

c. Banwas Mine: Contract was awarded during 2009-10 to develop theBanwas deposit as part of Khetri mine to augment the production capacity to 0.6 MTPA andthe project was completed in February 2017.

During FY 2016-17 the Company has appointed contractual agency for oreproduction from Banwas deposit. The contractual agency has produced 243942 tonne of orein FY 2019-20 and the target production ramp will be achieved by 2023-24.

iii. Surda mine expansion (Jharkhand)

The plan envisages sinking of shaft deepening of various winzes toincrease production capacity from 0.4 to 0.9 MTPA in Surda mine.

The Expert Appraisal Committee (EAC) of the Ministry of EnvironmentForest and Climate Change (MoEFCC) in its 34th meeting held on 4.6.2020 deferred theproposal of Environment Clearance (EC) of Surda Mine asking additional information likeLetter of Intent (LoI) from the Government of Jharkhand for extension of the lease and fewother clarifications. HCL has requested the Government of Jharkhand for issue of LoI andthe matter is being pursued. Mining lease of Surda which was valid up to 31.3.2020 wouldbe renewed after obtaining EC from the MoEFCC.

Meanwhile depth exploration drilling has been undertaken at SurdaMining Lease and 8924.50 meters of surface exploratory drilling has been done in SurdaMining Lease during 2019-20.

iv. Re-opening of closed mines at Indian Copper Complex (ICC) Ghatsila(Jharkhand)

The Company initiated action to re-open closed mines development ofnew 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 closedKendadih mine was awarded in 2011-12. After obtaining necessary statutory clearancesKendadih mine was reopened in December 2017 with commissioning of winders aftercompletion of dewatering of the mine. Presently Mine development work is in progress.Equipment were mobilized in a phased manner and mine had produced 43200 MT of ore during2019-20 which was treated in Mosaboni Concentrator Plant.

b. Chapri Sideshwar and Rakha mine: Chapri-Sideshwar mine falls withinthe Rakha and Kedadih mining lease area. The EC and Stage II FC for Kendadih was obtainedin the year 2015 and 2017 respectively.

It is planned to augment the production capacity to 1.5 MTPA of ore byreopening and expansion of closed Rakha mine. The EC and Stage II FC for for Rakha mininglease was obtained on 1.8.2014 and 15.9.2016 respectively.

Tender floated by the Company for mine development and production fromChapri mine was discharged despite several attempts due to high price quoted by biddersand poor response. In view of this the Company is exploring to engage contractor throughMDO (Mine Developer cum Operator) route for re-opening and expansion of Rakha Copper Mine.Development of a new underground mine at Chapri-Sideshwar and erection & commissioningof a new Concentrator Plant at ICC is in the process of floating the tender for engagementof MDO agency.

Meanwhile surface exploratory drilling has been undertaken at ChapriBlock of Rakha Mining Lease and 5243.5 m of drilling has been done during the year2019-20.

The company envisages augmentation of ore production capacity in 1stphase to 12.2 MTPA by 2028-29 in stages. The company will take up enhancement of oreproduction capacity to 20.2 MTPA in 2nd phase after successful completion of 12.2 milliontonne per annum capacity plan.

5. Significant or material orders passed by the Regulators or Courts orTribunals

No significant or material orders have been passed by the Regulators orCourts or Tribunals impacting the going concern status and company's operations infuture.

6. Utilization of funds raised through preferential allotment or QIPduring the year

The Company has not raised funds through preferential allotment orQualified Institutions Placement during the year and hence not applicable.

7. Management Discussion and Analysis

A report on Management discussion and analysis of the performance ofthe Company is given at Annexure-I._

8. Awards and Accolades

a) HCL received ‘Honourable Mention' at the National CSRAwards 2018 in the category — ‘Corporate Awards in CSR in ChallengingCircumstances Sub Category — East' organized on 29.10.2019 at Vigyan BhawanNew Delhi for its project in Drinking Water and Sanitation. This was the first NationalCSR Award organized by Ministry of Corporate Affairs Government of India.

b) Following mines of HCL got awards in different categories at theNational Safety Awards (Mines) at New Delhi on 16.12.2019:

(i) Kolihan Copper Mine Rajasthan won the National Safety Awards(Mines) for year 2015 under category LAFP (Longest Accident Free Period)-Type-6.

(ii) Kolihan Copper Mine Rajasthan won the National Safety Awards(Mines) for year 2016 under category LIFRM (Lowest Injury frequency rate per lakh manshift)-Type-6.

(ii) Surda Copper Mine Jharkhand got runner-up prize at NationalSafety Awards (Mines) for year 2015 under category LAFP (Longest Accident FreePeriod)-Type-6.

c) Khetri and Kolihan Mines of KCC got several awards during 33rdMines Safety Week- 2019 in the category of ‘Underground Mines' organized from2.12.2019 to 8.12.2019 and during the 30th Mines Environment & MineralConservation Week 2019 — 20 in the category of ‘Fully Mechanized (Group BUnderground mine)' organized from 5.1.2020 to 11.1.2020.

9. Information in respect of Subsidiary Associate and Joint Venture

During the year HCL has invested '.75 Lakhs in the equity shares ofKhanij Bidesh India Ltd (KABIL) a JV company between NALCO HCL and MECL incorporated on8.8.2019 with the objective to identify acquire develop process and make commercial useof 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 the JVCompany is in the ratio of 40:30:30.

During the year HCL has not made any additional investment in itssubsidiary viz. Chhattisgarh Copper Ltd (CCL). The total paid up capital of CCL as on31.3.2020 is '.25 Lakhs out of which 74% equity is held by HCL and remaining 26% is heldby 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 ofCompanies (Accounts) Rules 2014 is given in Notes to Financial Statements 2019-20.

10. Deposits

The Company has not taken any deposits covered under or which are notin compliance with the requirements of Chapter V of the Companies Act 2013.

11. Related Party Transactions (RPTs)

Investment of '.75 Lakhs made by HCL towards equity capital of KABILduring 2019-20 falls under the category of RPT. 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 theCompany's website at www.hindustancopper.com.

12. Maintenance of cost records

The Company is required to maintain cost records as specified by theCentral Government under section 148 of the Companies Act 2013 and accordingly suchaccounts and records are being maintained.

13. Establishment of Vigil mechanism

The Company has in place a Whistle Blower Policy which provide adequatesafeguards against victimization of employees / directors who avail of the mechanism andalso provide for direct access to the chairman of the Audit Committee in exceptionalcases. The Policy has been posted at the Company's website atwww.hindustancopper.com.

14. Risk Management Policy

The Board of Directors of the Company has developed and implemented aRisk Management Policy for the Company including identification therein of elements ofrisk which in the opinion of the Board may threaten the existence of the Company.

15. Internal Financial Controls

The Company has in place adequate internal financial control withreference to financial statements commensurate with its size and operations.

16. Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo

Information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is given as Annexure-IIIforming part of this report.

17. Safety

Safety remains high priority area and the Company is always aiming toachieve “Zero Accident”. The Company continues to maintain the tradition ofattracting recognition for its safety performance and like previous years received anumber of awards in mine safety as indicated below:

i. Malanjkhand open cast mine had won the following safety performanceaward in large opencast mine category in 2019-20 under the aegis of DGMS (Nagpur region I& II):

a) 1st Prize on Swatchata Abhiyan.

b) 2nd Prize on Mine Plans and Records.

c) 3rd Prize on Vocational Training & First Aid;Occupational Health & Safety & welfare Amenities; First Aid Team CompetitionFirst aid team captain.

ii. Khetri Copper Mine had received 1st Prize on StorageTransport & Use of Explosives 2nd Prize on Plant Machinery Maintenance& Operation of Winder and 3rd Prize on Electrical Equipment &Installations and Occupational Health & Safety and Welfare Amenities VocationalTraining & First Aid and Accident Statistics & Control Measures such as SMP &Emergency Preparedness.

iii. Kolihan Copper Mine received 1st Prize on OccupationalHealth & Safety and Welfare Amenities Vocational Training & First Aid andAccident Statistics & Control 2nd Prize for Overall Performance and MineWorking Mine Plans & Record and 3rd Prize on Electrical equipment &Installation Plant Machinery Maintenance & Operation of Winder and PublicityPropaganda & Awareness.

Besides the above special training regular refresher training programand on-the-job training are provided to all employees. Safety Campaigns like “AnnualMines Safety Week” “Fire Services Day” “Fire services week” and“Industrial Safety Day” celebrations are conducted regularly with activeparticipation of employees in all the Units of HCL.

18. Corporate Social Responsibility (CSR)

The CSR Report in the prescribed format as per the Companies (CorporateSocial Responsibility Policy) Rules 2014 is at Annexure-IV.

19. Vigilance Activities

Vigilance is an essential management tool to ensure rules of corporategovernance which is necessary to increase corporate discipline and probity in public life.The Vigilance Department plays an enabling role in (a) strengthening of systems andprocedures (b) updation of manuals (c) adoption of rules to accommodate changingprocesses and business plan (d) enhancement of transparency (e) minimization ofdiscretionary space and (f) fostering e-friendly environment through technical upgradationetc.

The stress is provided on capacity building by increasing awarenessamongst employees and streamlining systems and procedures in tune with the latestgovernment guidelines.

While preventive and proactive vigilance will always remain thepriority punitive action cannot be avoided in cases of serious misconduct. Even thoughthe same may evoke mixed responses at times punitive vigilance is also important in theinterest of maintaining discipline fairness and probity in public dealings.

With the ever changing technology and economic scenario under which thePublic Sectors have to function the task of the Vigilance Department is becomingincreasingly challenging and requires the streamlining of rules & guidelinesinnovative thinking and solid management support for contributing to the growth of theorganization.

The vigilance organization of HCL will always strive to achieve theabove objectives.

20. Official Language Implementation

During FY 2019-20 HCL made constant endeavor to increase the use ofOfficial Language Hindi in its Units/Offices. Raj Bhasha fortnight and Hindi Diwas werecelebrated in the Units/Offices from 14.9.2019 to 28.9.2019. On this occasion themessages of Hon'ble Home Minister Hon'ble Mines Minister Govt. of India andCMD HCL were circulated /read out. Various competitions were organized with a view toincrease interest among employees towards the Official Language and winners were rewarded.Employees are constantly motivated to use Hindi in their day-to-day official work. HindiWorkshops were conducted in the Units/ Offices at regular intervals. Regular review ofprogressive use of Hindi was carried out in quarterly meetings of Official LanguageImplementation Committee under the Chairmanship of CMD at Corporate Office and Unit Headsin Units.

During FY 2019-20 HCL participated in the half-yearly meetingsorganized by the Town Official Language Implementation Committee (PSUs) Kolkata conductedon 31.8.2019 and 29.1.2020. In the meeting held on 29.1.2020 two officers of HCL securedfirst position in the quiz contest and conferred the awards by his Excellency theGovernor of West Bengal.

The progressive use of Hindi is being reviewed regularly at Boardmeetings. The Company's in-house journal “Tamralipi” is published in Hindiand English languages and distributed among the employees and also sent to Institutions.There is a continuous effort to publish advertisement of recruitment / tender etcbilingually. In order to increase knowledge and popularity of Hindi among employees ascheme of ‘one Hindi word and one sentence every day' is being implemented. Theuse of Hindi in the computer has been further increased and advance software Unicode HindiOpen Office has been made available to all units/offices of the Company.

21. Business Responsibility Report

Pursuant to Regulation 34 (2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 {SEBI (LODR) 2015} Business ResponsibilityReport for FY 2019-20 describing various initiatives taken by the Company on socialenvironmental and governance perspective is attached at Annexure-V which formspart of this report.

22. Extract of Annual Return

Extract of Annual Return pursuant to Section 92(3) of the CompaniesAct 2013 is available at Company's website at www. hindustancopper.com.

23. Corporate Governance

Corporate Governance Report as per SEBI (LODR) 2015 is given at Annexure-VIforming part of this report together with Certificate on Corporate Governance.

24. Number of meetings of the Board

During FY 2019-20 nine Board meetings were held on 25.4.201928.5.2019 20.7.2019 10.8.2019 16.9.2019 16.10.2019 14.11.2019 27.12.2019 and13.2.2020.

25. Directors' Responsibility Statement

In terms of Section 134(5) of Companies Act 2013 your Directorsconfirm:

(i) That in the preparation of the Annual Accounts for the year ended31st March 2020 the applicable Accounting Standards had been followed alongwith proper explanations relating to material departures.

(ii) That such Accounting Policies have been selected and appliedconsistently and made adjustments and estimates which are reasonable and prudent so as togive a true and fair view of the State of Affairs of the Company at the end of 31stMarch 2020 and of the Profit and Loss of the Company for the FY 2019-20.

(iii) That proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

(iv) That the Directors have prepared the Annual Accounts on a goingconcern basis.

(v) That the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate andoperating effectively.

(vi) That the Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems are adequateand operating effectively.

26. Declaration by Independent Directors

Independent Directors of the Company have given declaration to theeffect that they meet the criteria of independence as provided under Section 149(6) of theCompanies Act 2013.

27. Familiarization Program for Independent Directors

On joining Independent directors are familiarized through inductionprogram / presentation with the overview of business operations new projects andbusiness 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.

28. Opinion of the Board with regard to integrity expertise andexperience (including the proficiency) of the Independent Directors

In the opinion of Board the Independent Directors of HCL are person ofintegrity and possesses expertise and experience required to discharge their duty. Two outof four Independent Directors (viz. S/Shri R Kalyansundaram and Pawan Kumar Dhawan) havesuccessfully completed online proficiency self-assessment test conducted by the IndianInstitute of Corporate Affairs.

29. Manner of Annual evaluation of Board sub Committees and individualDirectors

HCL being a Government Company performance evaluation of its Directorsand criteria of evaluation is decided and undertaken by the Government of India.

30. Code of Conduct

The Company has in place a Code of Conduct applicable to the Directorsas well as Senior Management and the same has been circulated to all concerned and postedat the Company's website www.hindustancopper.com. All Board members and seniormanagement personnel have affirmed compliance of the Code for the year ended 31stMarch 2020.

31. Directors

S/Shri R Kalyansundaram Pawan Kumar Dhawan and Balwinder Singh Canthhave been appointed as Non-official Independent Directors with effect from 22.7.2019.

Shri Anupam Anand who was under suspension from 11.4.2019 in terms ofOrder No. A/05/1/2019-Vig. dated 11.4.2019 issued by Ministry of Mines Government ofIndia ceased to be Director (Personnel) with effect from 4.8.2019 upon completion of histerm.

Shri Niranjan Kumar Singh ceased to be part time official (Govt.Nominee) Director from 14.10.2019 on completion of his central deputation tenure.

Smt Simantini Jena and Shri Hemant Mehtani ceased to be Non-officialIndependent Directors on completion of their tenure on 16.11.2019.

Shri Dileep Raj Singh Chaudhary ceased to be Non-official IndependentDirector on completion of his tenure on 30.11.2019. Shri Santosh Sharma and Shri SanjayKumar Bhattacharya ceased to be CMD and Director (Mining) respectively on attaining theage of superannuation on 31.12.2019.

Shri Arun Kumar Shukla took over the charge of CMD from 1.1.2020.

Shri Satendra Singh appointed as part time official (Govt. Nominee)Director from 1.1.2020 to 7.8.2020.

Shri Sanjeev Verma appointed as part time official (Govt. Nominee)Director vice Shri Satendra Singh from 7.8.2020.

The Board places on record its appreciation for the valuable servicesrendered and contribution made by Smt Simantini Jena S/Shri Niranjan Kumar SinghSatendra Singh Hemant Mehtani Dileep Raj Singh Chaudhary Santosh Sharma Sanjay KumarBhattacharya and Anupam Anand during their tenure on the Board.

32. Secretarial Audit Report

M/s Bajaj Todi & Associates (Formerly known as PS &Associates) Practicing Company Secretaries has been appointed as Secretarial Auditor forFY 2019-20. Report given by the Secretarial Auditor is given at Annexure -VII tothis report. With regard to observations of Secretarial Auditor about composition of theBoard that “No. of Independent Directors were less than 50% from 1.4.2019 to21.7.2019 and 1.12.2019 to 31.12.2019. Also the Board does not have Women Director witheffect from 16.11.2019” it is stated that HCL being a Government Company and interms of its Articles of Association appointment of all Directors on its Board is made bythe President of India through orders issued by the Ministry of Mines (MoM). The Companyhas no role to play in the appointment process. However the Company is pursuing thematter with MoM for appointment.

33. Auditors

M/s. Chaturvedi & Co Kolkata was appointed as Statutory Auditorsto audit the accounts of the Company for the year 2019-20.

M/s. Chatterjee & Co Kolkata was appointed as Cost Auditor of theCompany for carrying out the Cost Audit of Copper Ore Concentrate Cathode ContinuousCast Copper Rods other Processed Copper and articles along with Sulphuric acid for theyear 2019-20.

34. Comments of C&AG

The comments of C&AG under the Companies Act on the accounts of theCompany for the year ended 31st March 2020 are annexed to this report.

35. Appreciation

In conclusion your Directors wish to place on record theirappreciation of the hard work put in by all employees of the Company during the year underreview. The Board gratefully acknowledges the valuable guidance and co-operation receivedfrom the Ministry of Mines and other Ministries/ Departments of the Government of Indiaand the support received from the State Governments of Rajasthan Jharkhand MadhyaPradesh Maharashtra Gujarat and West Bengal and the Company's bankers customersand office bearers of the recognized Trade Unions of different Units / Head Office. TheBoard also thanks all shareholders and investors for the trust reposed by them in theCompany.

For and on behalf of the Board of Directors
Arun Kumar Shukla
Chairman and Managing Director (DIN-03324672)
Place: Kolkata
Date: 10.8.2020

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