Format of report on Corporate Governance to be submitted by a listed entity on quarterly basis A.Compliance Report on Corporate Governance to be submitted by a listed entity on a quarterly basis
1. Name of Listed Entity: Hindustan Copper Ltd
2. Quarter ending: 31st March, 2025
I. Composition of Board of Directors | ||||||||||||
Title (Mr./ Ms) | Name of the Director | PAN$ & DIN | Category (Chairperson /Executive/ Non-Executive/ independent / Nominee)& | Initial Date of Appointment | Date of Re-appointment | Date of Cessation | Tenure* | Date of Birth | No. of directorship in listed entities including this listed entity [in reference to Regulation 17A(1)] | No of Independent Directorship in listed entities including this listed entity [in reference to proviso to regulation 17A(1)] | No. of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of the LODR Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) |
Mr. | Sanjiv Kumar Singh# | 09548389 | Executive/ Chairman and Managing Director | 26-03-2022 | 26-03-2022 | 05-06-1966 | 1 | Nil | Nil | Nil | ||
Mr. | Ghanshyam Sharma# | 07090008 | Executive/ Director (Finance) | 13-09-2021 | 13-09-2021 | 17-05-1965 | 1 | Nil | 1 | Nil | ||
Dr. | Sanjeev Kumar Sinha### | 10993006 | Executive/ Director (Operations) & Addl. Charge Director (Mining) | 09-03-2025 | 09-03-2025 | 15-11-1973 | 1 | Nil | 2 | Nil | ||
Mr. | Shakil Alam | 09272903 | Non-Executive /Govt. Nominee Director | 06-08-2021 | 06-08-2021 | 15-03-1976 | 1 | Nil | 1 | Nil | ||
Dr. | Ashish Saxena* | 11009696 | Non-Executive /Govt. Nominee Director | 20-03-2025 | 20-03-2025 | 23-08-1989 | 1 | Nil | Nil | Nil | ||
Mr. | Rabindra Prasad Gupta** | 10552791 | Non-Executive /Govt. Nominee Director | 13-03-2024 | 13-03-2024 | 28-02-2025 | 02-02-1965 | NA | NA | NA | NA | |
Mrs. | Hemlata Verma*** | 09549304 | Non- Executive/ Independent Director | 22-03-2022 | 22-03-2022 | 21-03-2025 | 36.00 | 12-02-1970 | NA | NA | NA | NA |
Whether Regular chairperson appointed: Yes
Whether Chairperson is related to managing director or CEO: Shri Sanjeev Kumar Singh is the Chairman and Managing Director, Hindustan Copper Ltd with effect from 21.03.2025
#Shri Sanjiv Kumar Singh, Director (Mining), appointed as Chairman and Managing Director of Hindustan Copper Ltd (HCL) from the date of assumption of charge i.e. 21.03.2025 in terms of Order No Met.3-10/2/2022-Met.III dated 21.03.2025 issued by the Ministry of Mines, Government of India.
##Shri Ghanshyam Sharma, Director (Finance), Hindustan Copper Ltd was holding additional charge of the post of Chairman and Managing Director(CMD), Hindustan Copper Ltd w.e.f. 1.8.2023, in terms of Order No. Met.3-10/2/2022-METAL III-Part (1) dated 31.7.2023, 28.11.2023 and 01.01.2025 issued by the Ministry of Mines, Government of India. Consequent upon joining of Shri Sanjiv Kumar Singh as CMD, Shri Ghanshyam Sharma, Director (Finance) ceases to hold Additional Charge of the post of Chairman and Managing Director, HCL w.e.f. 21.03.2025 ##Shri Sanjeev Kumar Sinha, Deputy General Manager (DGM), NMDC Ltd, has been appointed as Director (Operations) of Hindustan Copper Ltd w.e.f. the date of assumption of charge i.e, 09.03.2025 in terms of order No. Met.3-10/4/2023-Met.III dated 07.3.2025. He is also holding additional charge of the post of Director (Mining) w.e.f 28.03.2025 in terms of Order No. Met3-10/1/2020- METAL III dated 27.03.2025 issued by the Ministry of Mines, Government of lndia
*The Ministry of Mines, Government of India vide Order No. F. No. 10/2/2002-Met.III dated 19.03.2025 has nominated Shri Ashish Saxena, Deputy Secretary, Ministry of Mines as Government Nominee Director on the Board of Hindustan Copper Ltd (HCL). Upon his nomination on the Board of HCL, Shri Ashish Saxena made application for allotment of Director Identification Number (DIN) and the DIN 11009696 was allotted on 20.03.2025. Accordingly, Shri Saxena has been appointed as Director on the Board of HCL w.e.f. 20.03.2025 (i.e. date of allotment of DIN) in accordance with provisions of Section 152 (3) of the Companies Act, 2013.
**Shri Rabindra Prasad Gupta ceased to be part time official Director of Hindustan Copper Ltd upon his superannuation on 28.02.2025 ***Smt Hemlata Verma ceased to be part time non-official (Independent) Directors of Hindustan Copper Ltd on completion of her tenure on 21.03.2025. $PAN number of any director would not be displayed on the website of Stock Exchange
II. Composition of Committees
Name of Committee
Whether Regular chairperson appointed Name of Committee members Category (Chairperson/ Executive/ Non-Executive/ independent/ Nominee) $
Date of Appointment Date of Cessation
1. Audit Committee
Yes
Ms. Hemlata Verma
Chairperson /Non- Executive/
22-07-2022
21-03-2025
Independent Director Mr. Shakil Alam
Member / Non-Executive /Govt.
03-11-2024
Nominee Director
Dr. Sanjeev Kumar Sinha Member / Executive/ Director (Operations) & Addl. Charge Director
28-03-2025
(Mining)
Mr. Sanjiv Kumar Singh Member / Executive/ Director (Mining) Mr. Rabindra Prasad Gupta Member / Non-Executive /Govt.
03-11-2024 03-11-2024
21-03-2025 28-02-2025
Nominee Director
2. Nomination & Remuneration Committee
Yes
Ms. Hemlata Verma
Chairperson/ Non- Executive/
22-07-2022
21-03-2025
Independent Director Mr. Shakil Alam Member/Non-Executive /Govt. Nominee
03-11-2024
Director
Mr. Rabindra Prasad Gupta Member / Non- Executive/ Govt.
03-11-2024
28-02-2025
Nominee Director
$Category of directors means executive/non-executive/independent/Nominee. if a director fits into more than one category write all categories separating them with hyphen
*Dr Sanjeev Kumar Sinha, Director (Operations) is member of Risk Management Committee from the date of his appointment i.e, 09.03.2025 and chairperson of Risk Management Committee from the date of assumption of Addl. Charge of the post of Director (Mining) w.e.f 28.03.2025.
III. Meeting of Board of Directors | ||||||||||
Date(s) of Meeting in the relevant quarter | Whether requirement of Quorum met* | Number of Directors as on the date of the meeting | Number of independent directors present* | Date(s) of Meeting in the previous quarter | Maximum gap between any two consecutive (in | |||||
08-02-2025 | Yes | 5 | 1 | 11-11-2024 | 14 | |||||
26-11-2024 | 73 | |||||||||
* to be filled in only for the current quarter meetings | ||||||||||
IV. Meetings of Committees | ||||||||||
Name of the Committee | Date(s) of meeting of the committee in the relevant quarter | Whether requirement of Quorum met (details)* (Yes / No) | Number of Directors present* | Number of independent directors present* | Date(s) of meeting of the committee in the previous quarter | Maximum gap between any two consecutive meetings in number of days** | ||||
Audit Committee | 08-02-2025 | No | 4 | 1 | 11-11-2024 | 88 | ||||
Corporate Social Responsibility Committee | 08-02-2025 | Yes | 3 | 1 | Nil | NA | ||||
Nomination and Remuneration Committee | 08-02-2025 | Yes | 3 | 1 | 11-11-2024 | 88 | ||||
Stakeholders Relationship Committee | 08-02-2025 | Yes | 3 | 1 | NIL | NA | ||||
Risk Management Committee | 08-02-2025 | Yes | 4 | 1 | Nil | NA | ||||
* to be filled in only for the current quarter meetings | ||||||||||
** This information has to be mandatorily be given for audit committee and Risk Management Committee, for rest of the committees giving this information is optional. | ||||||||||
VII. Affirmations
1. The composition of Board of Directors was not in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as on 31st March, 2025. As on 31.03.2025, the Board of Hindustan Copper Ltd (HCL) had five Directors and the break-up was: three functional Directors namely, Chairman and Managing Director, Director (Finance) and Director (Operations) & Addl. charge Director (Mining) and two part time official / Government Nominee Directors representing the Administrative Ministry. There was no Independent Director on the Board of HCL as on 31.03.2025. However, One Independent Director namely Shri Avinash Janardan Bhide was appointed on 01.04.2025
Six posts of Independent Directors were lying vacant on the Board of HCL as on 31.03.2025. HCL, being a Government Company, the power of appointment of directors on its Board is vested with the President of India, acting through the Administrative Ministry. The Company has requested the Ministry of Mines, Government of India to fill up the vacant posts of Directors and the same is under process.
2. The composition of the following committees is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015*
a. Audit Committee- No
b. Nomination & Remuneration Committee- No
c. Stakeholders Relationship Committee- No
d. Risk management committee (applicable to the top 1000 listed entities, voluntary for entities ranked 1001 to 2000)- No
3. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.
4. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
5. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Any comments/observations/advice of Board of Directors may be mentioned here: Report for the previous quarter ended 31.12.2024 was placed in the Board meeting held on 08.02.2025 and report for the quarter ended 31.03.2025 shall be placed in the next Board meeting.
Note:
Information at Table I and II above need to be necessarily given in 1st quarter of each financial year. However if there is no change of information in subsequent quarter(s) of that financial year, this information may not be given by Listed entity and instead a statement "same as previous quarter" may be given.
Note:
Information at Table I and II above need to be necessarily given in 1st quarter of each financial year. However if there is no change of information in subsequent quarter(s) of that financial year, this information may not be given by Listed entity and instead a statement "same as previous quarter" may be given.
B.INVESTOR GRIEVANCE REDRESSAL REPORT | |
Investor Grievance Redressal Report | |
No. of investor complaints pending at the beginning of Quarter | NIL |
No. of investor complaints received during the Quarter | NIL |
No. of investor complaints disposed off during the Quarter | NIL |
No. of investor complaints those remaining unresolved at the end of the Quarter | NIL |
C. DISCLOSURE OF ACQUISITION OF SHARES OR VOTING RIGHTS IN UNLISTED COMPANIES | |||||
The details of acquisition of shares or voting rights in unlisted companies during the quarter in terms of sub-para 1 of para A of Part A of Schedule III are given below: | |||||
S. No. | Name of the unlisted company in which shares or voting rights have been acquired | Date of acquisition | Aggregate holding (% shares or voting rights) as at the end of the previous quarter | % shares or voting rights acquired during the quarter | Aggregate holding (% shares or voting rights) as at the end of the quarter |
NA | NA | NA | NA | NA | |
D.DISCLOSURE OF IMPOSITION OF FINE OR PENALTY | |||||
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below: | |||||
S. No. | Name of the authority | Nature and details of the action(s) taken or order(s) passed | Date of receipt of direction or order, including any ad-interim or interim orders, or any other communication from the authority | Details of the violation(s)/ contravention(s) committed or alleged to be committed | Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible |
1 | Central Authority Delhi Ground (CGWA), Water New | Direction complied Email dated 05.03.2025 received from CGWA office for payment of charges for renewal NOC for Ground Water NOC-Khetri Mine- number CGWA/NOC/MIN/ORIG/2022/16035 of application no 21-4/17030/RJ/MIN/2022. | 05-03-2025 | Penalty on Non-installation for flow meter and Digital Meter level recovered. | Rs.2.50 28.03.2025 Lakh paid on |
2 | Central Authority Delhi Ground (CGWA), Water New | Direction complied Email dated 24.03.2025 received from CGWA office for payment of statutory charges-renewal of Ground Water NOC-Chanwara of application no 21-4/17028/RJ/MIN/2022. | 24-03-2025 | Penalty on Non-installation for flow meter and Digital Meter level recovered | Rs.3.50 28.03.2025 Lakh paid on |
E.DISCLOSURE OF UPDATES TO ONGOING TAX LITIGATIONS OR DISPUTES | ||||
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below: | ||||
S. No | Name of the opposing party | Date of initiation of the litigation / dispute | Status of the litigation / dispute as per last disclosure | Current status of the litigation / dispute |
1 | Case. No. MJC 1 of 2016, Civil Court, Baihar Hindustan Copper Limited, Malanjkhand Copper Project Vs. Municipal Council, Malanjkhand | 04-10-2010 | Malanjkhand Copper Project (MCP), a unit of Hindustan Copper Limited filed Case No. MJC 1 of 2016 before the Civil Court, Baihar challenging notice dated 18.01.2007 received from the Municipal Council, Malanjkhand demanding a sum of Rs.74.87 crore against Terminal Tax with 10 times penalty for the period 2000-2006. MCP has deposited Rs.19 crore (approximately) as per self-assessment and in compliance with Orders of the Courts in the account of Municipal Council, Malajkhand. | Vide Order dated 04.02.2025 in Special Leave Petition No. 17436 of 2018, the Supreme Court directed the Civil Court, Baihar to dispose of the matter within six months from 04.02.2025. The next date of hearing has been fixed for 06.05.2025 before the Civil Court, Baihar. |
2 | Special Leave Petition No. 14928 of 2014, Supreme Court of India Hindustan Copper Limited, Malanjkhand Copper Project Vs. Municipal Council, Malanjkhand | 06-06-2014 | Malanjkhand Copper Project (MCP), a unit of Hindustan Copper Limited filed Special Leave Petition No. 14928 of 2014 before the Supreme Court of India challenging notice dated 31.10.2012 received from the Municipal Council, Malajkhand demanding a sum of Rs.188.68 crore against Terminal Tax with 10 times penalty for the period 2006-2012. | Vide Order dated 17.02.2025 Special Leave Petition No. 14928 of 2014, the Supreme Court directed HCL to deposit 50% of Rs.188.68 crore within 8 weeks from 17.02.2025. The matter has been disposed of by the Supreme Court vide Order dated 17.02.2025. |
3 | Writ Petition No. 9127 of 2021, Madhya Pradesh High Court, Jabalpur Hindustan Copper Limited, Malanjkhand Copper Project Vs. 1. The State of Madhya Pradesh Principal Secretary Energy Dept. 2.Chief Electrical Inspector, the State of Madhya Pradesh 3. Madhya Pradesh Poorva Kshetra Vidyut Vitran Company Limited (MPPKVVCL) 4. Chief Engineer MPPKVVCL | 30-04-2021 | Malanjkhand Copper Project (MCP), a unit of Hindustan Copper Limited filed Writ Petition No. 9127 of 2021 before the Madhya Pradesh High Court, Jabalpur, claiming Rs.266 crore (approximately), including Rs.263 crore (approximately) as interest on excess Electricity Duty paid by MCP during the period May 1990 to October 2016 and Rs.3 crore (approximately) as surcharge. | The Next date of hearing has not been fixed. |
4 | Office of the Commissioner of Central Goods & Services Tax Audit, Jaipur, Rajasthan | 29-07-2024 | Khetri Copper Complex (KCC), a unit of Hindustan Copper Limited has appealed to Adjudication Branch, Commissioner, CGST, Alwar, Rajasthan on 26.09.2024 against the Order (No. F.No. GADT/ TECH/ IAR/6/2024-TECH and LEGAL-II/ 29.07.24) passed by Joint Commissioner, CGST Audit, Jaipur-Rajasthan. KCC has received Order in Original from Commissioner, CGST, Alwar, Rajasthan on 04.02.2025 for Rs.13.67 crore GST RCM on Royalty, DMF, NMET and Rate and taxes for period from July, 2017 to March, 2021 and 100% Penalty on tax of Rs.13.67 crore. | An appeal will be filed by the Company against the Order in Original before the Commissioner (Appeals), CGST Appeals Jaipur Commissionerate. |