About Hindustan Copper Ltd

Hindustan Copper Limited, a Miniratna Category-1 Status Company is a Central Public Sector Undertaking (CPSE) under the administrative control of Ministry of Mines, Government of India. The Company is engaged in Exploration, Exploitation, Mining of Copper and Copper Ore including Beneficiation of Minerals, Smelting and Refining. It has copper mines & concentrator plants in Malanjkhand Copper Project at Madhya Pradesh (MCP), Khetri Copper Complex at Rajasthan (KCC) and Indian Copper Complex, Ghatsila at Jharkhand (ICC). Presently, it is operating Smelter & Refinery Plant at ICC and Gujarat Copper Project, Gujarat (GCP) for production of copper cathode and thereafter conversion of Cathode to Copper Wire Rod at Taloja Copper Project, Taloja, Maharashtra (TCP). The Company is the only vertically integrated producer of primary refined copper in India. The Company markets copper cathodes, copper wire bar, continuous cast copper rod and by-products, such as anode slime (containing gold, silver, etc.), copper sulphate and sulphuric acid. Hindustan Copper Limited was incorporated on November 09, 1967 as Government Company with the name Hindustan Copper (Pvt) Ltd. In February 27, 1968, the Company converted into a Public Limited Company and name was changed to Hindustan Copper Limited. During the year, the assets of National Mineral Development Corporation Ltd at Khetri, Rajasthan were transferred to the Company. In the year 1972, the Government of India nationalized the Indian Copper Corporation Limited at Ghatsila, Jharkhand and handed over to the company. In the year 1976, the company commissioned the smelter plant with capacity of 31,000 TPA. In year 1982, Company commenced Malanjkhand Copper Project (MCP) at Malanjkhand, Balaghat district in Madhya Pradesh. In year 1989, the Company commissioned CC Rod plant at TCP with installed capacity 60,000 TPA, using southwire SCR- 2000 technology and natural gas as fuel. In year 1993, Promoter of the Company sold 3,411,000 Equity Shares to Life Insurance Corporation of India, General Insurance Corporation of India, Manali Investment & Finance (Pvt.) Ltd. and GIC Mutual Fund. In year 1994, Equity Shares of the Company were listed on the Bombay Stock Exchange Ltd (BSE). The Government of India approved the restructuring of the company in the year 1999, 2002 and 2008. In the year 2008, the company was granted 'Miniratna-Category I' status by the Government of India. The company has started processing of low grade sulphide ore (average copper content of 0.3% or less) due to buoyancy in copper prices and is working on a research & development project to exploit low grade sulphide ores through bio-leaching technology at MCP. The company plans to expand their current production level of approximately 3.21 MTPA to an expected mining capacity of at least 12.41 MTPA by the end of fiscal 2017. The expansion plan includes, expanding their existing mines, namely the Malanjkhand mine of MCP, the Khetri mine and Kolihan mine of KCC as well as the Surda mine of ICC, reopening some of their mines that were closed in the past and renewing their mining leases, namely the Kendadih mine and Rakha mine of ICC and establishing new mines, namely the Banwas mine at KCC and the Chapri-Sideshwar mine at ICC. During the year 2013-14, the Government of India, pursuant to SEBI guidelines for Offer for Sale' through the Stock Exchange mechanism sold 3,71,19,152 equity shares out of its existing shareholding in the Company on 3rd July 2013 and mobilized an amount of Rs. 259.84 Crores. Consequently, the Government shareholding in the Company has come down from 94.01% to 90% making the Company compliant with SEBI requirement of 10% Minimum Public Shareholding in listed Public Sector Companies. During the year 2017, the expenditure on account of Replacements & Renewals (R&R) of plant & machinery, mine expansion, mine development & green field exploration stood at Rs 400.66 crore which was funded through the internal resources of the Company. During the year 2018, the expenditure on account of Replacements & Renewals (R&R) of plant & machinery, mine expansion, mine development & green field exploration stood at Rs. 589.81 crore which was funded through the internal resources of the Company. During the FY2019, the expenditure on account of Replacements & Renewals (R&R) of plant & machinery, mine expansion, mine development & green field exploration stood at Rs 602.46 crore which was funded partially through internal resources of the Company and partly through borrowings from banks. HCL has invested Rs 18.50 Lakhs in the equity shares of its subsidiary Chhattisgarh Copper Ltd (CCL) during the year ended 31 March, 2019, out of which 74% equity is held by HCL and remaining 26% is held by Chhattisgarh Mineral Development Corporation Ltd. During the FY2020, the expenditure on account of Replacements & Renewals (R&R) of plant & machinery, mine expansion, mine development & green field exploration stood at Rs 452.96 crore which was funded partially through internal resources of the Company and partly through borrowings from banks. During the year 2021, HCL has invested Rs. 75 Lakhs in the equity shares of Khanij Bidesh India Ltd (KABIL), a JV company between NALCO, HCL and MECL, which incorporated on 8th August, 2019 to identify, acquire, develop, process and make commercial use of strategic and other minerals in overseas locations for supply in India. The shareholding of NALCO, HCL and MECL in the JV Company is in the ratio of 40:30:30. During the year 2021, HCL has made additional investment of Rs. 14.80 Lakhs in the equity of its subsidiary viz. Chhattisgarh Copper Ltd (CCL), out of which 74% equity is held by HCL and remaining 26% is held by Chhattisgarh Mineral Development Corporation Ltd. 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, which incorporated on 8th August, 2019 to identify, acquire, develop, process and make commercial use of strategic and other minerals in overseas locations for supply in India. The shareholding of NALCO, HCL and MECL in the JV Company is in the ratio of 40:30:30. During the year 2022, HCL has made additional investment of Rs. 7.4 Lakh in the equity shares of its subsidiary viz. Chhattisgarh Copper Ltd. (CCL), out of which 74% equity is held by HCL and remaining 26% is held by Chhattisgarh Mineral Development Corporation Ltd. During FY 2022-23, 17,249 m of surface drilling and 12,660 m of underground definition drilling was completed. Extension of ore bodies proved upto about 650 m vertical depth in Rakha Block and up to about 750 m vertical depth in Kendadih Block. As on 1.4.2022, copper ore reserve and resources of the Company was 631.85 million tonnes. The geological drilling work was completed in FY 2022-23. During the year, HCL has made additional investment of Rs 6.30 Lakh in the equity of its subsidiary viz. Chhattisgarh Copper Ltd (CCL), out of which 74% equity held by HCL and remaining 26% held by Chhattisgarh Mineral Development Corporation Ltd.

Hindustan Copper Ltd Chairman Speech

For availing borrowings from time to time up to the limit approved by shareholders, the Company is required to create charge, mortgage or hypothecation on the assets of the Company. As per the provisions of Section 180(l)(a) of the Companies Act, 2013, creation of charge, mortgage or hypothecation on the assets of the Company requires approval of the shareholders by way of special resolution.

The Board in its meeting held on 25.5.2018 recommended the resolution set out in item No. 12 for approval of shareholders by special resolution. None of the Directors, Managers and other KMP of the Company or their relatives is in any way, concerned or interested, financially or otherwise in the resolution.

Brief resume of directors who are retiring and eligible for reappointment furnished in terms of Regulations 36 of the SEBI IListing Obligations and Disclosure Requirements! Regulations. 2015:

Shri Anupam Anand

Shri Anupam Anand was appointed as Director (Personnel) of the Company with effect from 5.8.2009 in terms of MoM order No.10 (3)/2008 dated 14.7.2009.The Ministry vide letter No 10(3)/2008- Met.III (Vol.III) dated 3.12.2014 has approved extension of his tenure as Director (Personnel) for a further period of 5 years from 5.8.2014 to 4.8.2019 or until further orders, whichever is earlier.

Bom on 9.4.1960, Shri Anand is M.Sc. (Physics) from Banaras Hindu University, M A (Public Administration) from Punjab University, Diploma in Social Work (DSW) from Calcutta University and passed Bihar Factory Welfare Officers’ Examination conducted by Department of Labour, Government of Bihar. Before joining HCL, Shri Anand worked for around 24 years in SAIL in different positions and rose as Chief Personnel Manager. Later in 2005, he joined as General Manager (HR) in MTNL. Shri Anand has extensive experience in all facets of Human Resource including HRM, HRD, Administration and Industrial Relations.

Shri Anand does not hold directorship in other companies. He also does not hold any share in the Company. None of the Directors, Manager and other KMP of the Company is related to Shri Anand. Shri Anand attended three out of five Board meetings of the Company held during 2017-18.

Shri Sanjay Kumar Bhattacharya

Shri Sanjay Kumar Bhattacharya assumed charge of the post of Director (Mining) on 15.9.2015 in terms of MoM Order No. 10/9/2014-Met.III (Vol.I) dated 14.9.2015. Prior to joining the Board, Shri Bhattacharya was General Manager (Mines) at Malanjkhand Copper Project of the Company.

Bom on 3.12.1959, Shri Bhattacharya is B E (Mining) from NIT, Raipur and MBA (International Business). He is a qualified Mining Person under Mines Act, 1952, possessing first class Mines Manager Certificate of Competency to manage Open Cast Metalliferous Mines. He has 35 years of varied and diversified work experience in Copper mining (16 years at HCL), Iron Ore Mining (11 years atNMDC), Bauxite Mining (3 years at BALCO) and in construction activities for infrastructure developments like State Highways, Mining of Rock-Phosphate & Bauxite Minerals for State Govt, and State Mining PSUs through private participation (5 Years).

Shri Bhattacharya does not hold directorship in other companies. He also does not hold any share in the Company. None of the Directors, Manager and other KMPs of the Company is related to Shri Bhattacharya. Shri Bhattacharya attended all five Board meetings of the Company held during 2017-18.

ROUTE MAP FOR AGM VENUE

Hindustan Copper Ltd Company History

Hindustan Copper Limited, a Miniratna Category-1 Status Company is a Central Public Sector Undertaking (CPSE) under the administrative control of Ministry of Mines, Government of India. The Company is engaged in Exploration, Exploitation, Mining of Copper and Copper Ore including Beneficiation of Minerals, Smelting and Refining. It has copper mines & concentrator plants in Malanjkhand Copper Project at Madhya Pradesh (MCP), Khetri Copper Complex at Rajasthan (KCC) and Indian Copper Complex, Ghatsila at Jharkhand (ICC). Presently, it is operating Smelter & Refinery Plant at ICC and Gujarat Copper Project, Gujarat (GCP) for production of copper cathode and thereafter conversion of Cathode to Copper Wire Rod at Taloja Copper Project, Taloja, Maharashtra (TCP). The Company is the only vertically integrated producer of primary refined copper in India. The Company markets copper cathodes, copper wire bar, continuous cast copper rod and by-products, such as anode slime (containing gold, silver, etc.), copper sulphate and sulphuric acid. Hindustan Copper Limited was incorporated on November 09, 1967 as Government Company with the name Hindustan Copper (Pvt) Ltd. In February 27, 1968, the Company converted into a Public Limited Company and name was changed to Hindustan Copper Limited. During the year, the assets of National Mineral Development Corporation Ltd at Khetri, Rajasthan were transferred to the Company. In the year 1972, the Government of India nationalized the Indian Copper Corporation Limited at Ghatsila, Jharkhand and handed over to the company. In the year 1976, the company commissioned the smelter plant with capacity of 31,000 TPA. In year 1982, Company commenced Malanjkhand Copper Project (MCP) at Malanjkhand, Balaghat district in Madhya Pradesh. In year 1989, the Company commissioned CC Rod plant at TCP with installed capacity 60,000 TPA, using southwire SCR- 2000 technology and natural gas as fuel. In year 1993, Promoter of the Company sold 3,411,000 Equity Shares to Life Insurance Corporation of India, General Insurance Corporation of India, Manali Investment & Finance (Pvt.) Ltd. and GIC Mutual Fund. In year 1994, Equity Shares of the Company were listed on the Bombay Stock Exchange Ltd (BSE). The Government of India approved the restructuring of the company in the year 1999, 2002 and 2008. In the year 2008, the company was granted 'Miniratna-Category I' status by the Government of India. The company has started processing of low grade sulphide ore (average copper content of 0.3% or less) due to buoyancy in copper prices and is working on a research & development project to exploit low grade sulphide ores through bio-leaching technology at MCP. The company plans to expand their current production level of approximately 3.21 MTPA to an expected mining capacity of at least 12.41 MTPA by the end of fiscal 2017. The expansion plan includes, expanding their existing mines, namely the Malanjkhand mine of MCP, the Khetri mine and Kolihan mine of KCC as well as the Surda mine of ICC, reopening some of their mines that were closed in the past and renewing their mining leases, namely the Kendadih mine and Rakha mine of ICC and establishing new mines, namely the Banwas mine at KCC and the Chapri-Sideshwar mine at ICC. During the year 2013-14, the Government of India, pursuant to SEBI guidelines for Offer for Sale' through the Stock Exchange mechanism sold 3,71,19,152 equity shares out of its existing shareholding in the Company on 3rd July 2013 and mobilized an amount of Rs. 259.84 Crores. Consequently, the Government shareholding in the Company has come down from 94.01% to 90% making the Company compliant with SEBI requirement of 10% Minimum Public Shareholding in listed Public Sector Companies. During the year 2017, the expenditure on account of Replacements & Renewals (R&R) of plant & machinery, mine expansion, mine development & green field exploration stood at Rs 400.66 crore which was funded through the internal resources of the Company. During the year 2018, the expenditure on account of Replacements & Renewals (R&R) of plant & machinery, mine expansion, mine development & green field exploration stood at Rs. 589.81 crore which was funded through the internal resources of the Company. During the FY2019, the expenditure on account of Replacements & Renewals (R&R) of plant & machinery, mine expansion, mine development & green field exploration stood at Rs 602.46 crore which was funded partially through internal resources of the Company and partly through borrowings from banks. HCL has invested Rs 18.50 Lakhs in the equity shares of its subsidiary Chhattisgarh Copper Ltd (CCL) during the year ended 31 March, 2019, out of which 74% equity is held by HCL and remaining 26% is held by Chhattisgarh Mineral Development Corporation Ltd. During the FY2020, the expenditure on account of Replacements & Renewals (R&R) of plant & machinery, mine expansion, mine development & green field exploration stood at Rs 452.96 crore which was funded partially through internal resources of the Company and partly through borrowings from banks. During the year 2021, HCL has invested Rs. 75 Lakhs in the equity shares of Khanij Bidesh India Ltd (KABIL), a JV company between NALCO, HCL and MECL, which incorporated on 8th August, 2019 to identify, acquire, develop, process and make commercial use of strategic and other minerals in overseas locations for supply in India. The shareholding of NALCO, HCL and MECL in the JV Company is in the ratio of 40:30:30. During the year 2021, HCL has made additional investment of Rs. 14.80 Lakhs in the equity of its subsidiary viz. Chhattisgarh Copper Ltd (CCL), out of which 74% equity is held by HCL and remaining 26% is held by Chhattisgarh Mineral Development Corporation Ltd. 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, which incorporated on 8th August, 2019 to identify, acquire, develop, process and make commercial use of strategic and other minerals in overseas locations for supply in India. The shareholding of NALCO, HCL and MECL in the JV Company is in the ratio of 40:30:30. During the year 2022, HCL has made additional investment of Rs. 7.4 Lakh in the equity shares of its subsidiary viz. Chhattisgarh Copper Ltd. (CCL), out of which 74% equity is held by HCL and remaining 26% is held by Chhattisgarh Mineral Development Corporation Ltd. During FY 2022-23, 17,249 m of surface drilling and 12,660 m of underground definition drilling was completed. Extension of ore bodies proved upto about 650 m vertical depth in Rakha Block and up to about 750 m vertical depth in Kendadih Block. As on 1.4.2022, copper ore reserve and resources of the Company was 631.85 million tonnes. The geological drilling work was completed in FY 2022-23. During the year, HCL has made additional investment of Rs 6.30 Lakh in the equity of its subsidiary viz. Chhattisgarh Copper Ltd (CCL), out of which 74% equity held by HCL and remaining 26% held by Chhattisgarh Mineral Development Corporation Ltd.

Hindustan Copper Ltd Directors Reports

The Shareholders Hindustan Copper Ltd Kolkata

Your Directors have pleasure in presenting the fifty fifth Annual Report of Hindustan Copper Ltd (HCL/the Company) together with the audited statement of accounts and Auditors' Report thereon for the year ended 31.3.2023.

1. Performance

Financial Summary or highlights

The comparative working results for the FY 2022-23 vis-?-vis FY 2021-22 are as under:

During 2022-23, the Turnover of the Company was `1660.63 crore as against ` 1812.21 crore during FY 2021-22 registering a decrease of 8.36%. The Company posted Profit Before Tax from continuing & discontinuing operation of

` 395.66 crore during the year as against ` 381.72 crore recorded during the previous year registering an increase of 3.65%. The Profit After Tax from continuing & discontinuing operation during FY 2022-23 is ` 295.31 crore as against `373.78 crore in FY 2021-22 registering a decrease of about 21%. The total borrowings of the Company has reduced from `408.32 crore as on 31.03.2022 to `156.39 crore as on 31.3.2023. Physical performance: The comparative physical performance of production and sales for the year 2022-23 vis-a-vis 2021-22 is as under:

Though MIC production during FY 2022-23 has shown marginal improvement compared to last year, the performance was below the target set for the year due to non-availability of adequate number of benches for mining at open pit mine of Malanjkhand Copper Project (MCP), Madhya Pradesh as the open pit mine has reached its ultimate depth and is in a transition phase from open cast to underground mining, under performance of contractual agencies engaged for underground mine development and production contract at MCP, suspension of production at Surda Mine, Ghatsila on account of non-execution of mining lease deed by the State Government of Jharkhand, crusher break down at Kolihan Copper Mine and continued water shortage at Khetri Copper Complex, Rajasthan.

To augment ore production from mines and make-up the shortfall, the Company has taken various steps viz. award & execution of contract for loading & hauling of 6 LBCM rock at MCP open pit mine during FY 2022-23, execution of two small short-term contracts for production from the ready stopes of underground mine at MCP, the contract for which was awarded in FY 2021-22 and the contractor engaged for ore production from MCP underground mine started bringing the imported equipment at site leading to gradual ramp up of ore production from the MCP underground mine. Though the Government of Jharkhand had extended the Surda Mining Lease period for another twenty years up to 31.3.2040 vide letter dated 6.1.2022 but execution of lease deed is awaited for want of Environmental Clearance (EC) from the Ministry of Environment, Forest and Climate Change (MOEF&CC), Delhi for the total lease area because of non-availability of Stage I forest clearance over remaining 65.52 ha of forest land within the Surda Mining Lease. The present status of forest clearance of Surda Mining Lease is that PCCF (Nodal), Forest Department, Government of Jharkhand has recommended the proposal for Stage I forest clearance to the State Government of Jharkhand which is pending since 13.4.2023. To overcome the problem of water shortage at KCC, the Company has taken up the matter with the State Government of Rajasthan to increase the supply of water at KCC from Kumbharam project and measures are being taken for enhancement of rainwater storage & retaining capacity, improvement of internal water circulation system to reduce loss of water and enhancement of water reclamation from tailing dam.

2. Dividend

The Board of Directors of your Company has recommended payment of dividend equivalent to 18.32% on paid-up capital of the Company i.e. Re 0.92 per share of ` 5/- face value for the year 2022-23 for approval of shareholders in the Annual General Meeting. The outgo on this account will be ` 88.97 crore approx.

3. Material Changes, if any

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

4. Projects

The Company during FY 2020-21 had envisaged to enhance the ore production capacity from the current level of 4.24 million tonnes per annum (MTPA) to 12.20 MTPA by FY 2028-29. Status of different continuing mine expansion projects is as under: i. Malanjkhand Mine (Madhya Pradesh) The proposed expansion of MCP will augment the ore production capacity from 2.5 MTPA to 5.0 MTPA by developing an underground mine below the existing open cast mine. The earlier awarded contract for development of underground mine at MCP had ended on 28.12.2021. To complete the residual work of underground mine construction, a consultancy contract was entrusted on M/s MECON, a reputed CPSE Consultancy Organization, for estimation of value of residual work, preparation of NIT document and evaluation of tenders which have been divided in multiple parts (Mine Excavation at North Side, Mine Excavation at South Side, Shaft Furnishing, Men & Material Hoisting system, Crushing & Pumping system, Power system, Main Mechanical Ventilator) to complete the work in an efficient manner. Out of the above multiple parts, the contracts for completion of mine development work at North & South side have been awarded and started in FY 2022-23. For production of copper ore from underground mine at MCP, a contract for Development, Production Drilling and Ore Production had been awarded to M/s SMS Ltd led consortium in July, 2019. M/s SMS Ltd has started production of copper ore from stope since July, 2022 and majorly completed the mobilization of production equipment at the site. Further, the Company has also awarded contract for construction of 3.00 MTPA Paste Fill Plant for back-filling the voids of Underground mine at MCP to the EPC contractor, M/s Shapoorji Pallonji and Company Private Ltd and the construction work has already commenced at the site. ii. Khetri & Kolihan Mine (Rajasthan)

The proposed expansion of mines at western sector would increase ore production capacity from existing 1.0 MTPA to 3.0 MTPA. Mine-wise status is as under:-a. K olihan Mine: Shaft sinking and creation of ore handling facilities below 0 mRL (meter Reduced Level) has been undertaken to augment the production capacity to 1.5 MTPA for which EC is already in place. The study report of Geophysical Exploration work, taken up in FY 2021-22, has shown possible extension of ore body upto -300mRL and the validation drilling is being carried out to confirm the prediction as well as for assessment of grade of ore as per standard practice. Based on outcome of the above, further activities like G2 level Exploration and Mine Planning will be taken up. b. Khetri mine: Execution of the earlier awarded contract to augment ore production capacity at the mine from 0.5 MTPA to 1.5 MTPA through deepening of existing shafts and other related activities, could not be completed due to extremely bad ground / fault zone encountered and as a result, the contract had to be terminated. To sustain the ore production from mine, another contract has been awarded for conversion of track mining to trackless mining at 0mRL and below for which contract has been awarded and the work has already been commenced. For the Banwas deposit of Khetri Mine, the Company had during FY 2016-17 appointed contractual agency for ore production. The contractual agency has produced 3,75,689 tonne of ore in FY 2022-23 and the target production is envisaged to be achieved by FY 2023-24. iii. Surda Mine (Jharkhand) The plan envisages sinking of shaft, deepening of various winzes to increase production capacity from 0.4 MTPA to 0.9 MTPA in Surda mine. The validity of Surda Mining Lease has been extended till 31.3.2040 by the Government of Jharkhand. EC was granted by the Ministry of Environment, Forest and Climate Change (MoEF&CC), Delhi for 0.9 MTPA ore production over 323.16 ha on 30.5.2022. Subsequently, during execution of Mining Lease deed, it was intimated by DMG, Ranchi on 29.8.2022 to submit amended EC over 388.68 ha. Accordingly, the EC amendment application was made and MoEF&CC, Delhi recommended the amendment subject to grant of Forest Clearance (FC) over balance 65.52 ha forest area within the mining lease.

The present status of forest clearance of Surda Mining Lease is that PCCF (Nodal), Forest Department, Government of Jharkhand has recommended the proposal for Stage-I forest clearance to the State Government of Jharkhand which is pending since 13.4.2023. iv. Re-opening of closed mines at Indian Copper Complex (ICC) Ghatsila (Jharkhand) The Company has initiated action to re-open the closed mines, development of new underground mine at Singhbum Copper Belt of ICC namely, Kendadih and Rakha mines. Mine-wise status is given below:

a. K endadih mine: Kendadih mine was reopened in December, 2017 with commissioning of winders after completion of dewatering of the mine. Production contract has been awarded on 6.7.2021. Development activities and ore production were started, but the performance of the contract was not at all satisfactory as a result the said contract has been terminated on 25.05.2023.

b. Rakha mine: Rakha Mining Lease has expired on 28.8.2021 and Application for extension of lease for further period of 20 years beyond 28.8.2021 was submitted to the office of DC, Government of Jharkhand on 30.4.2020. In response of the application for extension of Rakha Mining Lease, Govt. of Jharkhand has intimated that it is under process/ consideration as per Statute.

Simultaneously, for engagement of MDO (Mine Developer cum Operator) for re-opening and expansion of Rakha Copper Mine, development of a new underground mine at Chapri Block to produce 3 MTPA of ore and erection & commissioning of a matching capacity new Concentrator Plant at ICC, the Company has appointed Transaction Advisor for preparation of tender document and Mine Service Agreement (MSA). For selection of MDO, tendering action has been taken and web hosted in the platform of M/s. MSTC. Pre-bid meeting has been conducted on 15.2.2023 wherein four prospective bidders participated. Tendering action is in process.

Exploration:

During FY 2022-23 focus on exploration has been enhanced considerably to assess depth extension of the ore bodies in different leases of HCL as well as to enhance copper ore inventory of the Company. Budget for exploration has been enhanced about five times with respect to last 10 year's expenditure on this head.

During FY 2022-23, 17,249 m of surface drilling and 12,660 m of underground definition drilling have been completed in different leases. Extension of ore bodies has been proved upto about 650 m vertical depth in Rakha Block and up to about

21

750 m vertical depth in Kendadih Block by taking up G2 level exploration. G2 level exploration is also in progress for the adjacent Rakha NW block. Validation drilling is in progress for confirmation of ore body extension up to (-) 300mRL, i.e. about 750m vertical depth, predicted through geophysical survey.

As on 1.4.2022, copper ore reserve and resources of the Company was 631.85 million tonnes with 0.99% of Cu. It is expected that the exploration activities taken up during the financial year will enhance copper ore reserve and resources of the Company.

The geological drilling and associated work completed in FY 2022-23 is around four times of the exploration activities undertaken by the Company in last 10 years. The Company has signed a Memorandum of Understanding (MoU) for collaborative and sponsored research projects with Indian Institute of Technology (Indian School of Mines), [IIT (ISM)], Dhanbad on 3.1.2023. The MoU will allow HCL to receive technical assistance, guidance and consultancy work from IIT-ISM for enhancing copper ore production through modifying mining methods with application of state-of-the-art technologies, improvement of productivity and safety in mines, environmental clearance issues, various hydrological & hydro-geological studies and in areas of unconventional exploration methods like Geophysical exploration, Remote Sensing etc. for depth exploration of copper ore.

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

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

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

The Company has raised funds of `500 crore approx. in April, 2021 through Qualified Institutional Placement (QIP) for meeting expansion/Capex plan of the Company by issuing 4,18,06,020 equity shares of face value of ` 5/- each at a price of ` 119.60 (including a premium of `114.60) per share from institutional investors including Mutual Funds, Banks, Insurance companies and FII's. The Company has utilized `206.63 crore up to 31.3.2023. Funds raised through QIP has been utilized as per objects stated in the QIP Document dated 12.4.2021.

7. Management Discussion and Analysis

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

8. Information in respect of Subsidiary, Associate and Joint Venture

Khanij Bidesh India Ltd (KABIL), a JV company between NALCO, HCL and MECL, was incorporated on 8.8.2019 with the objective to identify, acquire, develop, process and make commercial use of strategic and other minerals in overseas locations for supply in India and boost "Make in India" campaign. The shareholding of NALCO, HCL and MECL in KABIL is in the ratio of 40:30:30. The cumulative investment in KABIL as on 31st March, 2023 is ` `9.75 crore.

During the year, HCL has made additional investment of `6.30 Lakh in the equity of its subsidiary viz. Chhattisgarh Copper Ltd (CCL). The total paid up capital of CCL as on 31.3.2023 is `63.51 Lakh out of which 74% equity is held by HCL and remaining 26% is held by Chhattisgarh Mineral Development Corporation Ltd. Information in respect of Subsidiary, Associate & Joint Venture (Form AOC 1) pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014 is given in Notes to Financial Statements 2022-23.

9. Deposits

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

10. Related Party Transactions (RPTs)

Detail of RPT in Form AOC-2 is given at Annexure - II. Policy on RPTs and dealing with RPTs has been formulated and put up at the Company's website and can be accessed at https://www.hindustancopper.com/Content/PDF/Policy%20 on%20MRPT_RPT.pdf.

11. Maintenance of cost records

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

12. Name of companies which became and cease to be Subsidiaries, JVs or Associate Companies

Nil during the year.

13. Establishment of Vigil mechanism

The Company has in place a Whistle Blower Policy which provide adequate safeguards against victimization of employees / directors who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The Policy has been and put up at the Company's website and can be accessed at https://www. hindustancopper.com/Content/PDF/Whistle_Blower_Policy.pdf.

14. Application made or any proceeding under the Insolvency and Bankruptcy Code, 2016

Not applicable as no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

15. Difference in valuation at the time of one time settlement and valuation while taking loan from the Banks or Financial Institutions

Not applicable as no one time settlement was done during the year.

16. Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Composition of the Internal Complaints Committee is available at the website of the Company and can be accessed at https://www.hindustancopper. com/Content/PDF/Details%20of%20Internal%20Committee%20in%20HCL.pdf

17. Risk Management Policy

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

18. Dividend Distribution Policy

The Company has a Board approved ‘Dividend Distribution Policy' in place prepared in terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 {SEBI (LODR), 2015}. The Policy is available at the website of the Company and can be accessed at https://www.hindustancopper.com/Content/PDF/Dividend_Distribution_ Policy.pdf.

19. Internal Financial Controls

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

20. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

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

21. Safety & Environment

Mine Safety & Environment management remains the high priority area of the Company. The Company is always aiming to achieve "Zero Accident" potential and committed to continue sustainable mining by diligently adhering the ‘Sustainable Development Framework' stipulated by Indian Bureau of Mines (IBM), Government of India.

The Company continues to maintain the tradition of attracting recognition for its safety performance and, like previous years, this year also received a number of awards in mine safety environment management as indicated below: i. Malanjkhand Copper Mine declared winner of National Safety Award in the large opencast metalliferous mines category for Longest Injury Free Period by DGMS and has been awarded 5-star rating (highest possible rating in India) by Indian Bureau of Mines for sustainable mining. ii. The five mines of the Company (viz. Khetri, Kolihan, Malanjkhand, Surda and Kendadih) won various accolades in Annual Metalliferous Mine Safety Week under the aegis of respective regional office of Director General of Mine Safety (DGMS), Govt. of India and in Annual Mine Environment & Mineral Conservation (MEMC) Week of Indian Bureau of Mines (IBM), under the aegis of respective regional office of Govt. of India.

Besides the above, special training, regular refresher training program and on-the-job training are provided to all employees. Safety Campaigns like "Annual Mines Safety Week", "Fire Services Day", "Fire services week" and "Industrial Safety Day" celebrations are conducted regularly with active participation of employees in all the Units of HCL.

22. Awards and Accolades:

(i) HCL received the first prize of "Rajbhasha Implementation Excellence Award" for its best performance in the direction of progressive use and implementation of Hindi in the meeting of the Town Official Language Implementation Committee (Undertaking), Kolkata held on 25.8.2022.

(ii) CMD, HCL was awarded the MGMI Award of Excellence for Non-Coal Mining for the year 2021-22 on 25.9.2022 by the Mining, Geological and Metallurgical Institute of India for his outstanding contribution in Non-Coal Mining Industry. (iii) HCL was felicitated as ‘Sectoral Star' at the Fortune India's "The Next 500: Breaking news Frontiers event held on 24.6.2022 at New Delhi for its outstanding rising performance in the Metal Industry.

23. Corporate Social Responsibility (CSR)

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

24. Vigilance Activities

The focus of the Vigilance Department is on preventive / proactive measures through improvement of systems and procedures, ensuring transparency, adherence to established policies and guidelines etc. Systems improvement measures are being regularly brought to the notice of Management, which has implemented most of the suggestions. The emphasis is on developing proper checks and balances in the working systems. At the same time, since punitive action is also required in case of misconduct to maintain discipline in the organization and to ensure fairness and probity in public life, prompt action is taken towards disposal of those cases also. Efforts are also continuing to create more and more awareness about vigilance amongst the employees of the organization.

25. Official Language Implementation

During FY 2022-23, HCL made constant endeavor to increase the use of Official Language Hindi in its Units/Offices. Hindi Diwas/ Week/ Fortnight were celebrated in the Units/Offices from 14.9.2022 to 29.9.2022. On this occasion, the messages of Hon'ble Home Minister, Hon'ble Mines Minister and CMD, HCL were circulated /read out. Various competitions were organized with a view to increase interest among employees towards the Official Language and winners were given awards on closing ceremony held on 28.9.2022. Employees are constantly motivated to use Hindi in their day-to-day official work. Hindi Workshops were conducted in the Corporate Office, Units/ Offices at regular intervals. Regular review of progressive use of Hindi was carried out in quarterly meetings of Official Language Implementation Committee under the Chairmanship of CMD at Corporate Office and Unit Heads in Units. During FY 2022-23, HCL participated in the half-yearly meetings organized by the Town Official Language Implementation Committee (PSUs), Kolkata. HCL was awarded ‘first prize' and ‘active participation award' in the category of Corporate Office for outstanding work in the field of official language by CALTOLIC (Undertakings) on 30.1.2023.

The progressive use of Hindi is being reviewed regularly at Board meetings. The Company's in-house journal "Tamralipi" is published in Hindi and English languages and distributed among the employees. The recruitment advertisement is also published bilingual. Notices, etc. are uploaded on the Company's website in Hindi and English. In order to increase knowledge and popularity of Hindi amongst employees, a scheme of ‘One Hindi word and One sentence every day' was implemented. The use of Hindi in the computer has been further increased and advance software Unicode Hindi Open Office has been made available to all units/offices of the Company. Practical training was given to employees to work in official language through modern technology.

26. Business Responsibility and Sustainability Report

Pursuant to Regulation 34 (2) of SEBI (LODR), 2015, Business Responsibility and Sustainability Report for FY 2022-23 describing various initiatives taken by the Company on social, environmental and governance perspective, is attached at Annexure-V which forms part of this report.

27. Annual Return

Annual Return pursuant to Section 92(3) of the Companies Act, 2013 is available at the website of the Company and can be accessed at https://www.hindustancopper.com/Page/AnnualReturn

28. Corporate Governance

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

29. Number of meetings of the Board

During 2022-23, eleven Board meetings were held on 2.5.2022, 28.5.2022, 29.6.2022, 30.6.2022, 13.8.2022, 3.9.2022, 12.11.2022, 16.12.2022, 1.2.2023, 28.3.2023 and 29.3.2023.

30. Directors' Responsibility Statement

In terms of Section 134(5) of Companies Act, 2013, your Directors confirm:

(i) That in the preparation of the Annual Accounts for the year ended 31st March, 2023 the applicable Accounting Standards has been followed along with proper explanations relating to material departures.

(ii) That such Accounting Policies have been selected and applied consistently and made adjustments and estimates which are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of 31st March, 2023 and of the Profit and Loss of the Company for the FY 2022-23.

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

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

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

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

31. Declaration by Independent Directors

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

32. Familiarization Program for Independent Directors

On joining, Independent Directors are familiarized through induction program / presentation with the overview of business, operations, new projects and business model of the Company. Visit to Units is also organized as per their convenience. They are also updated on the changes / developments including in the relevant statutory / regulatory requirements from time-to-time. Detail of Directors' Training / Familiarization Program has been hosted at the Company's website and can be accessed at https://www.hindustancopper.com/Content/PDF/Fam_Pro_Ind_Dir.pdf.

33. Opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors

In the opinion of Board, the Independent Directors of HCL are person of integrity and possesses expertise and experience required to discharge their duty.

34. Manner of Annual evaluation of Board sub Committees and individual Directors

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

35. Code of Conduct

The Company has in place a Code of Conduct applicable to the Directors as well as Senior Management and the same has been circulated to all concerned and posted at the Company's website and can be accessed at https://www. hindustancopper.com/Content/PDF/CC_Dir_Sr_Exe.pdf. All Board members and senior management personnel have affirmed compliance of the Code for the year ended 31st March, 2023.

36. Directors and Key Managerial Personnel

During the year S/Shri R Kalyansundaram, Pawan Kumar Dhawan and Balwinder Singh Canth ceased to be Non-official Independent Director on completion of their tenure on 21.7.2022.

Shri Ghanshyam Sharma, holding additional charge of Director (Finance), HCL (from 13.9.2021), has in terms of Ministry of Mines' order No. Met.3-10/3/2020-Met.III dated 1.2.2023 joined as Director (Finance), HCL with effect from 28.2.2023 and his tenure will be till the date of his superannuation i.e. 31.5.2025 or until further orders, whichever is earlier. The Board places on record its appreciation for the valuable services and contribution made by S/Shri R Kalyansundaram, Pawan Kumar Dhawan and Balwinder Singh Canth during their tenure on the Board. During 2022-23, Shri C S Singhi ceased to be Company Secretary of the Company on attaining the age of superannuation on 31.3.2023 and in his place Shri Mritunjay Kumar Dev, Senior Manager (CS) was appointed as Company Secretary from 1.4.2023. The Board however, again appointed Shri C S Singhi as Company Secretary and Compliance Officer of the Company on contractual basis initially for a period of one year with effect from 3.4.2023.

37. Secretarial Audit Report

M/s N K & Associates, Practicing Company Secretaries, has been appointed as Secretarial Auditor for FY 2022-23. Report given by the Secretarial Auditor is given at Annexure –VII to this report. With regard to observations of Secretarial Auditor about composition of the Board that "the Company did not have minimum required 50% Independent Directors on its Board during the period from 22.07.2022 to 31.03.2023", it is stated that HCL, being a Government Company and in terms of its Articles of Association, appointment of all Directors on its Board is made by the President of India through orders issued by the Ministry of Mines, Government of India. The Company has no role to play in the appointment process. The Company has requested the Ministry of Mines to fill up the vacant post of Directors.

38. Auditors

M/s. Ghoshal & Ghosal, Chartered Accountants, Kolkata was appointed as Statutory Auditors to audit the accounts of the Company for the year 2022-23 by Comptroller and Auditor General of India (C&AG).

M/s Bandyopadhyaya Bhaumik & Co., Kolkata was appointed as Cost Auditor of the Company for carrying out the Cost Audit of Copper Ore, Concentrate, Cathode, Coutinuous Cast Copper Rods, other processed Copper and articles along with Sulphuric acid for the year 2022-23.

39. Comments of C&AG

The comments of C&AG under the Companies Act on the accounts of the Company for the year ended 31st March, 2023 are annexed to this report.

40. Appreciation

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