Hindustan Copper Ltd. — AGM Information 2021

Aug 26, 2021

CIN No. : L2720rWBr967GOl02E825

A @\TT. OF IM,.A ANTERPBISE

Rsglltored & Hesd Offlce

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No. HCL/SCY/SE/ 2021

The 5r. Genera[ Manager Dept. of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 BSE Scrip Code: 513599

26s August, 2021

The Vice President Listing Department National Stock Exchange of lndia Ltd Exchange Ptaza, C-1, Btock G Bandra-Kurta Comptex, Bandra(East) Mumbai 4fi) 051 NSE Symbol: HINDCOPPER

Sir / Madam,

Sub: Notice of 54u Annual Generat Meetinc

It has been decided to hotd the 54th Annual Generat Meeting (AGM) of the Members of Hindustan Copper Ltd on Wednesday, 22d September, 2021 at 11 Al , lndian Standard Time, through Video Conferencing /Other Audio Visua[ Means. A copy of the AGM Notice is enclosed.

The.above is submitted pursuant to Regulation 30 of the SEBI (Listing Obtigations and Disclosure Requirements) Regutation, 2015 for information please.

Thanking you,

Yours faithfutty,

[tc-a" (C s (inghi) ED (Co Secretary)

Enct. as stated

Hlndustan Copper Limlted (ClN: UY201W81967GO1028825) Regd. Office: 'Tamra Bhavan', 1, Ashutosh Chowdhury Avenue, Kotkata - 7fi) 019 Phone: (033) 2283-2226, Fax:(033) 2283-2478, E-mait: investoB_cs@hindustancopper.com Website: www.hindustancopper.com

Notice to the ,{embers

Notice is hereby given that 54h Annual Generat Meeting ("AGM") of the Members of Hindustan Copper Ltd ("HCL / the Company") witt be hetd on Wednesday, 22d September, 2021 at 11 A {, lndian Standard Time ("lST") through Video Conferencing /Other Audio Visuat ("VC / OAVM") to transact the fottowing business:

Ordinary Business

• 1) To receive, consider and adopt the Audited Financial Statements (Standalone and Consotidated) of the Company for the year ended 31* March, 2021 together with the Reports of the Directors, Auditors and C&AG.
• 2) To dectare dividend on equity shares.
• 3) To appoint a Director in ptace of Shri Arun Kumar Shukla (OlN 0332.1672), who retires by rotation and being eligibte, offers himelf for re-appointment.
• 4) To appoint a Director in place of Shri Sanjeev Verma (DlN 08836996), who retires by rotation and being etigibte, offers himself for re-appointment.
• 5) To fix remuneration of the Auditors.

Special Business

6) To consider and, if thought fit, to pass with or without modifications, the fottowing resotution as Ordinary Resotutlon:

"RESOLVED THAT puBuant to Section 152 and att other applicabte provisions of the Companies Act, 2013 and the ru[es made there under (inctuding any statutory modification(s) or re-enactment thereof for the time being in force), appointment of Shri Shakit Atam (DlN 09272903) as part tirne official Director of the Company with effect from 6.8.2021 in terms of l,linistry of llines'Order No. F. No. 10lzlz00z-Met.lll dated 6.8.2021 be and is hereby approved."

7) To consider and, if tiought fit, to pass with or without modifications, the fouowing resolution as Ordinary Resolution:

"RESOLVED Tl-lAT pursuant to Section 152 and att other appticable provisions of the Companies Act, 2013 and the ru[es made there under (inctuding any statutory modification(s) or re-enactnrent thereof for the time being in force), appointment of Shri Sanjay Paniiyar (DlN 02845267) as Director (Operations) of the Company with effect from 31.7.2021 in the pay scale of Rs. 1,80,000 - 3,40,000/- in terms of Ministry of Mines'order No. 10/4/2019-rrtet.lll (pt.) dated 26.7.2021 and otler terms and conditions as may be notified by the Govemment from time to time be and is hereby approved."

8) To consider and, if thought fit, to pass with or without modifications, the following resotution as Ordinary Resolution:

"RESOLVED THAT pursuant to Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (inctuding any statutory modification(s) or re-enactment thereof for the time being in force), the remuneration of Rs.90,000/- (Rupees ninety tiousand onty) plus taxes as appticable and reimbursement of actual travel and out-ofpocket expenses as recommended by the Audit Committee and approved by the Board of Directo6, to be paid to M/s. Guha Ghosh Kar & Associatg, Cost Accountants, Kotkata appointed as Cost Auditor, to conduct audit of cost records of the Company for Financial Yeat 207.1-22 be and is hereby ratified and confirmed."

9) To consider and, if thought fit, to pass with or without modifications, the fottowing resolution as Speciat Resotution:

"RESOLVED THAT puGuant to the provisions of Section 180(1Xa) of the Companies Act, 2013 (the Act) and the Rules notified under the Act and subject to other appticabte provisions, if any, of the Act (inctuding any statutory modification or re-enactment thereof for the time being in force), the provisions of the Memorandum and Articles of Asociation of the Company, the provisions of the SEB! (Listing Obtigations and Disclosure Requirements) Regulations, 2015, such other approvals, consents and permissions as may be required to be obtained from the regutatory authorities and subject to the approvat of the i inistry of l{ines, Govemment of lndia (acting for and on behatf of the Pr6ident of lndia), the consent of the Shareholden of the Company be and is hereby accorded to tle Board of Directors of the Company (hereinafter referred as the "Board" which term sha[[ also include any Committee as may be constituted by the Board), to sel[, lease, transfer or disposal of Gujarat Copper Project, a Unit of the Company, situated at 747, GIDC industriat Estate, Jhagadia, Dist. Bharuch, Gujarat-393110 ("Undertaking"), together with att tangibte and intangible assets and liabilitie6, inctuding [and, ptant and machinery and other assets in relation to the Undertaking, as a going concem / on a stump sale basis on an "as is where is" basis or in any other manner, to an interested party for such consideration and on such terms and conditions as the Board may deem fit in the interest of the Company."

'RESOLVED FURTHER THAT the Board be and is hereby authorised and empowered to finalise and execute necessary documents inctuding agreements, deeds, conveyance and other anciltary documents as may be required and to do att such other acts, deeds, matteB and things as may be deemed necessary and/or expedient to give effect to the above Resolution and to settle any questions, difficutties or doubts that may arise with regard to sale, lease, transfer or disposat of the Undertahng of the Company."

10) To consider and, if thought fit, to pass with or without modifications, the following resotution as Specia[ Resolution:

"RESOLVED THAT in supersession of the earlier resotution of the shareholders regarding the issue of up to 13,87,82,700 equity shares through a quatifled institutional ptacement passed as Speciat Resotution on January 286,2021 and without affecting the action(s) a[ready taken under the board resolutions no. 375-8-2 dated January 31, 2018, no. 379-8-3 dated Juty 26, 2018, no. 386-8.6 dated Apnt 2,5,2019, no. 400-8-6 dated kober 29,2020, and the sharehotders' special resotution dated September 27, ZO18 and July 31"t, 2019 and in accordance with the provisions of Sections 73, 42, 62, and other appticabte provisions and rutes, if any, of the Companies Act, 2013 (inctuding any amendment(s) thereto or modification(s) or re-enactment thereof for the time being in force and as may be enacted from time to time), the relryant provisions of the Securities and Exchange Board of lndia (lssue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regutations"), Securities and Exchange Board of lndia (Listing Obtigations and Disctosure Requirements) Regulations, 2015 ("Listing Regutations"), the emorandum and Artictes of Association of the Company, appticable provisions of the Foreign Exchange Management Act, 1999 and the rules and regulations made tiereunder ('FE/\ A"), the Consotidated

Foreign Direct lnvestment Policy issued by the Department of lndustriat Poticy & Promotion, and the appticabte rules, regulations, guidetines or taws and / or subject to any approval, consent, permission or sanction of Securities and Exchange Board of lndia, the Reserve Bank of lndia, Registrar of Companies, West Eengat at Kotkata, BSE Limited and National Stock Exchange of lndia Limited and other appropriate authorities, institutions or bodies, inctuding lendeB of the Company, as may be required in this regard and further subject to such terms and conditions or modifications as may be prescribed or imposed by any of them while granting any such approvals, permissions, consents and/or sanctions which may be agreed to by the Board, and further subject to the approval of the sharehotders of the Company, the Board be and is hereby autiorized to create, offer, issue and attot (inctuding with provisions for reservation on firm and / or competitive basis, of such part of issue and for such categories of persons, as may be permitted), with or without a green shoe option, up to 9,69,76,680 equity shares of the Company (i.e. 10.48% of the eisting paid-up capital of the Company) with a face vatue of Rs. 5 (Rupees five) each ("Equity Shares") in lndia or in couBe of intemational offering(s) in one or more foreign markets, to qualified lnstitutional Buyers ("QlBs") as defined under the SEBI ICDR Regulations, and / or any other etigibte investor and / or to such other investors including, lndian or foreign investoR, institutions, corporate bodies, mutual funds, insurance companie5, pension funds or otherwise, who are eligible to acquire the securities in accordance with att applicable [aws, rules, regulations, guidelines and approvals, whether they be hotdeB of the Equity Shares of the Company or not, in consuttation with the tead manage6, advisors or other intermediaries, for an aggregate amount not exceeding Fls. 900 crore or USD 152 mittion, whichever is higher, in one or more tranches, by way of ^a Quatified lnstitutions Placement ("QlP') within the meaning of Chapter Vl of the SEBI ICDR Regulations, at srch price or prices, at market price(s) or at a permissible discount or premium to market price(s) in terms of appticable regutations to be determined by the Board at the time of such issue, at its absotute discretion, in consultation with the tead manageB, advisors or other intermediaries appointed pursuant to the issue, without requiring any further approval or consent from the shareholders of the Company and subject to the applicable regulations / guidetine in force,"

'RESOLVED FURTHER THAT in case of any issue of Equity Shares made by way of QlP, in accordance u/ith Regutation 171 of the SEBI ICDR Regulations, the 'Retevant Date' for determination for the ftoor price of the Equity Shares to be issued pursuant to tie issue shatt be the date of meeting in whidr the Board decides to open the proposed QlP."

'RESOLVED FURTHER THAT in case of any issue of Equity Shares made by way of QlP, in accordance with Regutation 179 of the SEBI ICDR Regulations, a minimum of 101tr of the Equity Shares shalt be atlotted to mutuat funds and if mutual funds do not subscribe to the aforesaid minimum percentage or part tiereof, such minimum portion may be allotted to other QlBs and that no allotment shatt be made directly or indirectly to any qlB who is a promoter or any person relatd to promoteE of the Company."

"RESOLVED FURTHER THAT in case of any issue of Equity Shares made by way of QlP, in accordance with Regulation 176 of the SEBI ICDR Regulations, the Board may as its absolute discretion, issue Equity Shares at a discount of not more than five percent or such otler discount to the floor price as determined in terms of SEBI ICDR Regutations and as permissibte under the appticabte taw."

"RESOLVED FURTHER THAT the issue of Equity Shares sha[[ be subject to the fotlowing terms and conditions:

• i. The Equity Shares that may be issued and attotted sha[[ rank pori-passu with the then existing Equity Shares of the Company in aU respects including dividend;

• ii. The number of Equity Share6 that may be issued and allotted shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split and consolidation of share capital, merger, de-merger, transfer of undertaking, sate of division or any such capita[ or corporate restructuring;

• iii. The QIP issue shall be completed within a period of 12 rnonths from the date of passing of the special resotution by the membec / shareholdeB of the Company or such other time period as may be a[towed under the SEBI ICDR Regulations from time to time; and

• iv. The Equity Shares to be offered and attotted shatt be in dematerialized form,"

"RESOLVED FURTHER THAT for the purpose of giving effect to any offer, issue or attotment of Equity Shares as described above, the Board, where required ln consuttation with the [ead manageB and/or other advisoB, be and is hereby authorized on behatf of the Company, to do att such acts, deeds, matteB and things as it may, in its absolute discretion, deem necessary or desirable for such purpose, inctuding but not limlted to the selection of qlBs to whom the Equity Shares are to be offered, issued and aUotted, and matteB retated thereto, and with power on behalf of the Company to settte atl questions, difficulties or doubts that may arise in regard to s(rh issue(s) or attotment(s) as it may, in its absotute discretion deem fit.'

'RESOLVED FURTHER THAT the Company do appty for tisting of the new Equity Shares as may be issued with the BSE Limited and National Stock Exchange of lndia Limited or any other Stock Exchange(s)."

'RESOLVED FURTHER THAT the Board of Directors of the Comparry be and is hereby authorised to do atl acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

'RESOLVED FURTHER THAT the Board be and is hereby authorised to detegate atl or any of the powers pertaining to the QIP in srrh manner as they may deem fit to a committee of the Board and to delegate the execution or signing of att QIP retated documents other than the documents pertaining to the statutory filings done with Registrar of Companies ("RoC"), BSE Limited ("BSE') and National Stock Exchange of lndia Limited ("NSE") on behalf of the Company with respect to the qlP to the extent necessary, to any two executives, iointly, not below the rank of lilanager of the Company."

'RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate the signing and execution of documents pertaining to the statwory filings done with the RoC, BSE and NSE on behatf of the Company with respect to the QIP to the Company Secretary. '

11) To consider and, if thought fit, to pass with or without modifications, the fotlowing resotution as Special Resolution:

"RESOLVED THAT subject to the approval of the shareholdeB of the Company, a Committee viz., QIP Committee be and is hereby constituted with the fottowing DirectoB as its A{embers: the Chairman and i4anaging Director, the Director (Finance) and other functional/independent Directors as deemed fit by the Board for deating with all matteE pertaining to the further issue of sharer / securities,"

"RESOLVED FURTHER THAT subject to the approval of the shareholders of the Company, the said QIP Committee, be and is hereby authorized to take such step6 and to do att such acts, deeds, matters and things and accept any alteration(s) or modification(s) as they deem fit and proper and give such directions as may be necessary in regard to the issue of further Equity Shares and auotment thereof including but not limited to:

• a) Appointment and/or ratification of the appointment of the various agencies to the issue including the merchant bankers, legal counsel, intemational legal counsel, underwriteB, other advisors, consultants, co-managers, bankers, registrar to the issue, professionals and intermediaries and all such agencies as may be involved, etc.

• b) Approving execution of all contracts, inctuding but not limited to the placement agreement, the escrow agreement and aU other agreements and documents, deeds and instruments as may be required or desirabte in connection with the raising of funds through issue of securities by the Company;

• c) Approving the offer document and fiting the same with the Stock Exchange and / or such other authorities or persons as may be required;

• d) Determine terms of the lssue inctuding Approvat of the issue price, rate of discount (if any), to the floor price subject to compliance witi appticabte rules and regutations; issue size, the number of Equity Shares to be allotted etc.;
• e) Approving affixation of the Common Seal of the Company on any agreement(s)/document(s) as may be required to be executed in connection with the
• above, as per Articles of Asociation of the Company, f) Approving opening and operation of Bank accounts as may be required for the transacti on; g) Approye the dates for opening and closure of the issue;
• h) Finatization of auocation and attotment of the Equity Shares on the basis of the
• subscription received, i) To do all such acts, deeds, matters and things and execute a[[ such other documents and pay atl such fees, as it may, in its absotute discretion, deem necessary or desirable for the purpose of the transactions; j) To make and submit apptications as may be necessary with the appropriate authorities
• and make the necessary regulatory fitings in this regard in accordance with the SEBI ICDR Regulations and the Listing Regulations;
• k) Approve determination of the list of QlBs to whom the offer to subscribe shall be made and doing a[[ acts necessary in this regard, inctuding organization of any meetings in this regard witi such QlBs, subject to compliance with applicable laws; t) Approvat of all expenses incurred in relation to the QIP;
• m) Approve submission of apptication for in principte approva[, tisting of the Equity Shares of the Company on the stock exchange(s) where the Company's shares are listed and to execute and to deliver or arrange the delivery of the tisting agreement(s) or equivatent documentation of the concemed stock exchange(s); and
• n) To authorize or detegate the signing and execution of documents pertaining to the statutory fitings done with RoC, BSE and NSE on behalf of the Company with respect to the qlP to the Company Secretary and for execution or signing of atl other QJP retated documents to the extent neceEsary, to any two finance executives, iointly, not betow the rank of l/lanager of the Company. "

"RESOLVED FURTHER THAT the Chairman of the said QIP Committee sha[[ be appointed at each such meeting of the Committee."

"RESOLVED FURTHER THAT the quorum for the meetings of the aforesaid Committee shall be one-third of the total strength of the Committee or two members, whichever is higher in line with Sec 174 of Companies Act 2013."

"RESOLVED FURTHER THAT the action taken by the QIP Committee pursuant to the aforesaid detegation of poweB be submitted to the Board for records at the time of the next Board l,teeting(s). "

12) To consider and, if thought fit, to pass with or without modifications, the fotlowing resotution as Specia[ Resolution:

'RESOLVED TIHT pursuant to the provisions in Sections 23(1Xb), 42 and 71 of the Companies Act, 2013 (the Act), read with Rute 14(2) of Companies (Prospectus and Atlotment of Securities) Rules, 2014 and other appticabte provisions, if any, of the Act (including any statutory modifications or re-enactrnents thereof for the time being in force) and in accordance with the provisions of Securities and Exchange Board of lndia (lssue & Listing of Debt Securities) Regulations, 2008, the Rules, Regulations, Guidelines and Circula6, as amended from time to time, the l{emorandum and Artictes of Association of the Company and subject to such other approvats as may be required from regulatory authorities from time to time, consent of the sharehotders be and is hereby accorded to the Board of Directors jointty, to offer, issue and atlot, in one or more tranches/ combinations and including the exercise of a green shoe option if any, Secured or Unsecured Non-convertible Debentures/Bonds of any type/ nomenctature, on private ptacement basis of an amount not more than Rupees Five hundred crore during the next twetve months within the overau borrowing timit of the company of Rupees Two thousand five hundred crore, fot and on behalf of the Company, as deemed to be requisite and proper for the business of the Company including capex/ expansion projects, on such terms and conditions and at such times at par or at such premium or otherwise, as may be decided by the Board and, to such penion or penons as the Board may decide."

"RESOLVED FURTHER THAT consent of the sharehotdeE be and is hereby accorded to the Board of Directors to sub-delegate the above borroMng poweG to CrylD and Director (Finance) jointty and to appoint Trustees, Registrar & Transfer Agent, Law firms, other advisoB, consultants, co-manage6, bankeB and intermediaries and all such agencies as may be invotved, etc. to approve/ execute/ sign / finalize all necessary documents retated to Non-convertible Debentures/Bonds facitity/security/ charge creation etc., on behalf of the company, to finalise the detailed terms and conditions of any type of Debentures/Bonds by the Company inctuding each issue / tranches of Debentures/ Bonds, lssue programme of Debentures/Bonds, deposit / pay fees, execute and detiver / file such offer letter(s), document(s), deed(s), and writing(s), etc. as may be required, to raise Debentures/Bonds from domestic/ foreign sources through Private Ptacement of Secured or Unsecured Non-convertible Debentures/Bonds of any type/ nomenctature, in one or more tranches, inctuding by inviting quotations/ bids/ book building etc or any other process allowed under the regulations inctuding on Etectronic Bidding Ptatform (EBP)/ any other mode. lt is atso resolved to affix the common seat of the Company on the required Debentures/Bonds facitity/ security documents etc., thereto in accordance with the provisions of Articte 75 of the Artictes of Asoclation of the Company."

"RESOLVED FURTHER THAT in connection with the above, CrllD and Director (Finance) jointty, be and are hereby authorized to carry out minor modifications, if any, and to do atl strh acts, deeds, matters and things as may be deemed necessary, desirabte, proper or expedient or consequentiat or incidental thereto, for the purpose of giving effect to this Resolution and for matteB connected therewlth or incidenta[ thereto including appointment of intermediaries, agencies, counter parties etc as may be required."

"RESOLVED FURTHER THAT in connection with the above, Chairman and filanaging Director and the Director (Finance) of the Company are jointly authorized to sub delegate the power of executing/ signing of documents, facitity/ debentures/bonds documents so approved, to any two authorized signatories/officers of the company, jointty on behatf of the company, not less than the te/et of Ast. General i4anager (Finance), as may be required for the issuance/ finalization for raising funds through debentures/ bonds.'

By order of the Board

C S Singhi ED (Co Secretary) FCS 2570

Date:25.E.2021 Ptace: Kotkata

NOTES:

Explanatory Statement pursuant to Section 102(1 ) of the Companies Act, 2013 (the Act), in respect of ltem Nos. 6 to 12 as set out above is annexed hereto. Speclat Business appearing at ltem Nos. 6 to 10 of the Notice are considered to be unavoidable by the Board and hence forming part of this Notice. 1

• 2, ln view of the COVID-l9 Pandemic and social distancing norrns to be fottowed, the l inistry of Corporate Affairs ('filCA") vide its Circular dated 5.5.2020 read with CirculaB dated 8.4,2020, 13.4.2020 and 13.1.2021 (cotlectively referred to as "i/tCA Circulars") has permitted the hotding of Annua[ Genenl l,leeting ("AGM") through Video Conference/ Otler Audio Visuat l eans ('VCIOAVM") without ph)6ical presence of members at a common venue. PuGuant to the provisions of the Act and SEBI (Listing Obtigations and Disclosure Requlrements) Regulations, 2015 ('SEBI Listing Regutations") read with the Circutars issued by MCA, the 54tn AGM of the Company sha[[ be conducted through VC / OAVM. The deemed venue for the ^bAGr{ shall be the Registered Office of the Company. Nationat Securities Depositori6 Limited ('NSDL") witt be providing facitity for remote e-voting, participation in the AGM through YC / OAVM and e-voting during the AGM.
• 1. Pursuant to MCA Circulars, in view of prevaiting Pandemic situation, the Notice of the s AGI and the Annuat Report fo( 2020-21 of tle Company are being sent by electronic mode to l,lembers whose email addresses are registerd with the Company or the Depository Participant(s) ('DPs'). l embers may note that Notice and Annual Report 2020.21 witt be also avaitable on the Company's website at www.hindustancopper.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of lndia Limited at www.bseindia.com and wwwl.nseindia.com respectively, and on the webBite of NSDL i.e. https: //www.evoting.nsdl.com.
• 1. Members are requested to register/ update their e-mail addr6s by submitting the 'Email Registration Form' available at the Company's website www.hindustancopper.com to the Company's RTA at rta@bmsl.com. l embeB holding share in electronic form are requested to register/ update e-mail address with their respective DPs.
• 1. Since the AGM will be conducted through VC / OAVM, there is no requirement of appointment of Proxies. Hence, the Prory Form is not annexed to the Notice. Atso, Attendance Slip and Route ltap are not annexed to the Notice.
• 1. The detaits under Regulation 36(3) of the SEBI Listing Regutations and Secretarial Standard on General Meetings (SS-2] issued by the lnstitute of Company Secretaries of lndia, in case of appointment or re-appointment of a Director at the AGI forms part of the Notice.
• 1. lnstitutiona[ / Corporate Memben (i.e. other than indiyiduats / HUF, NRl, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resotution/Authorization letter etc. with attested specimen signature of the duty authorized signatory(ies) who are authorized to attend the AGM through YC / OAvl and vote on its behatf. The said Resotution/Authorization [etter sha[[ be sent to the email address of Scrutinizer at kothari.navin@yahoo.com with a copy marked to evoting@nsd[.co.in and also marked to investoB_cs@hindustancopper.com.
• 1. embers attending the AGJII through VC / OAVM shatl be counted for the purpose of reckoning the qmrum under Section 103 of the Act.
• 1. The Register of ilembers and Share Transfer Books of the Company will remain closed from 16s September, 2021 to 22d September, 2021 (both days inclusive).
• 1. Dividend on equity shares as recommended by the Board, if approved at the meeting witt be paid within 30 days of declaration to those members whose names appear in the Company's Register of Members and as per beneficiat owner's position received from NSDL & CDSL as at the ctose of working hours on 15s S€pternber, 2021'
• 1. Pursuant to the lncome Tax Act, 1961 as amended, dMdend lncome is taxable in the hands of the ^lembers w.e.f. 1.4.2020 and the Company is required to deduct TDS from divldend paid to the llembers at prescribed rates. To enable compllance with TDS requirements, lilemb€rs are requested to complete and / or update thelr Residentlal Status, PAN, Category as per the lT Act with thelr DPs or in case shar6 are held in

physlcat form with the Company, by sendlng emall to the Company's emall addr6s at lnvestors-cs@hindustancopper.com or to Company's Regi3trars E Share Transfer Agent, Il/s. C B l{anagement SeMces (P) Ltd ('the RTA") at rta@cbmsl.com. For the detailed process, please visit 'lnyestor Relatlons' page at website of the company www.hindustancopper.com.

• 1. Members are requested to notify immediately change in their addr6s, if any, to the DPs in rBpect of their electronic shares, and to the Company at its registered office in respect of their ph)rsicat shares, quoting the fotio numben.
• 1. I{embers are requested to provide their Bank Account details (including MICR No., IFSC Code, Account Type etc.) to their DPs if the shares are held in demat form. ln case the shares are hetd in phpicat form, such details atong with a cancetled cheque should be sent to the RTA in order to enable the Company to credit the dividend amount directly to their Bank account. ln case of non-availability of lt{lCR No. and IFSC Code, Dividend Warrant wilt be sent after mandatorily printing the Bank particulars on it. Further, members hotding shares in demateriatized form and not submitted National Etectronic Ctearing System (NECS) form may ptease note that the bank account detaits as provided by their DPs to the Company witt be printed on the dividend warrants. The Company wilt not entertain any direct request from such members for deletion of or change in such Bank Account details. As snch, they are requ€sted to immediately intimate their DPs about any changes in their bank account details.
• 1. Pursuant to the provisions of Section 124 of the Act read with the lnvestor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rutes, 2016, the unctaimed dividend for 2013-14 and the correfponding equity shares of the Company in respect of which dividend remain unclaimed for seven consecutive years witl be due for transfer to the lnvestor Education and Protection Fund (IEPF) of the Centrat Govemment on 19.10,2021. Details of such unclaimed dividend and corresponding shares are avaitable on the Company's website www.hindustancopper.com under the section 'lnvestor Relations'. ln respect of the said dividend and shares, it witl not be possible to entertain any claim by the Company after 19.10.2021. The i embers, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in Form No. IEPF-5 available at www.iepf .gov.in.
• 1. Members hotding shares in physicat form are requested to convert their shares in demat mode. As per SEBI (Listing Obtigations and Disctosure Requirements) (Fourth Amendment) Regutations, 2018 notified on 8s June, 2018, except in case of transmission or transposition of securities, requests for effecting transfer of securities shatl not be processed untess the securities are held in the demateriatized form with a depository.
• 1. i{embers holding shares in more than one folio, in identicat order of names, are requested to send the relative Share Certificate(s) to the Company's RTA for consotidating their holdings in one fotio. A consotidated Share Certificate witt be issued to such Members.
• 1. During the AGl,t, the Register of DirectoB and Key ,rlanagerial Pe6onne[ and their shareholding maintained under Section 170 of the Act, the Register of Contracts or arrangements in which DirectoB are interested under Section 189 of the Act shatt be available for inspection upon togin at NSDL e.voting s)rstem at https: //www.evoting. nsdl.com.

PROCEDURE FOR ATTENDING THE AG'{ THROUGH VC / OAVIA AND RAISING QUESTIONS / SEEKING CLARIFICATIONS ON RESOLUTIONS / ANNUAL REPORT

1. A4embers witt be abte to attend the AGM through VC / OAVM or view the tive webcast of AGLt provlded by NSDL at http6: / /www.e\roting.nsdt.com by using their remote e-voting login credentials and setecting the EVEN for Company,s AGM.

2. 19, r\4embers who do not have tle User lD and Password for e.voting or have forgotten the User lD and Password rnay retrieve the same by fottowing the remote e-voting instructions mentioned in the Notice. Further, ,{embe6 can atso use the OTP based login for logging into the e-voting system of NSDL.

3. 1. r\4embers are requested to Joln the l,leeting through Laptops for better experience and \,viu be required to altow camera and use intemet with a good speed to avoid any disturbance during the meeting. Please note that participants connecting from Mobile Devices or Tablets or through Laptop connected via mobite hotspot may experience audio/video loss due to ftuctuation in their respective network. lt is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any hnd of gtitches.
4. 1. Members can Join the AGM through VC/OAV,I^ 30 minutes before and after the scheduted time of commencement of meeting by following the procedure mentioned in the Notice. tlembers may note that VC / OAVM provided by NSDL attows participation of 1000 Members on fi6t come first served basis. This wilt not include large Members (Members hotdlng 2% or more shareholding), Promoters, lnstitutiona[ lnvestors, Directors, Key Managerial Personnet, the ChairpeBons of the Audit Committee, Nomination and Remuneration Committee and StakehotdeB Relationship Committee, Auditoc etc. who are auowed to attend the AGrt without restriction on account of fiBt come first served basis,
5. 1. As the AGM is being conducted through VC / OAY,{, i4embers are encouraged to express their viev{s / send their queries in advance mentioning their name, DP ld and Ctient ld/Fotio No., e-mail id, mobile number at investols-6@hindustancopper.com to enabte smooth conduct of proceedings at the AGM. Questions / Queries received by the Company on or before 16s September, 2021 on the aforementioned e-mait id sha[[ onty be considered and responded to during the AGI{.
6. 1. itembers who would tike to express their views or ask questions during the AGM may register themsetvB as a speaker by sending their request from their registered email address mentioning their name, DP ld and Ctient ld / Fotio No., PAN, mobite number at investoB_cs@hindGtancopper.com on or before 16s September, 2021, Those lttembers who have registered themse{v; as a speaker witt onty be attowed to express their.vie\^/s/ask qu6tions during the AGnl. Speakeri are requested to submit their questions at the time of registration, to enabte the Company to resPond appropriatety.
7. 1. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, to ensure the smooth conduct of the AGM.

PROCEDURE FOR RE'ilOTE E.VOTING AND E.VOTING DURING THE AGI'T

• 1. PuBuant to section 108 of tie Act and Rute6 notified there under and Regutation 44 of sEBl t-lsting Regutations, the company is providing its Membe6 the facitity to exercise their ,iif,i to ,6t" on resotutions usin! et*tronic voting.system (remote e'voting) Pfovid\$ b.y Niot-. me remote e-voting perioi commences on 196 September, 2021 19:00 am) and €nds on zt" septemuer, 2021 (i;OO Pm). During this period-, Members of the Company' hotding shares either in physicat form or in demateriatized form as on the cut'oll date ol 15"' Seotember,202l,maycasttheirvotebyremotee.voting.Theremotee-votingmodule ;hi:G-;Ht"d i,y HSO1 for voting thereifter. Once the vote on a resolution is cast by the ffib"r;th" t66er shalt not dattowed to change it subsequently' A member who.has cast his vote by remote e.voting prior to the AGM m;y atso attend / participate in the AG { it iorgt vcloivrrt but shatt not-be entitted to cast his vote again on the day of AGM.
• 1. A person who is not a lr,lember as on the cut'off date i.e. 15s SeptembeI,..2021, shoutd -- irJ.* tnir Notice of AGIrrt for information purpose onty' The voting rights ofl\temben shatt U" i" pr"porti"n to their shares of the Piid up equity share capital of the Company as on the cut'off date of 156 September, 2021'
• 1. Any pe6on, hotding shares in physicat form and / orrvho acquires sharet and becomes ^a -' ' m"h'U"r oitrr" Comlpany after issue of the Notice and holding shares as on cut'off date i'e' tsi september, ztizt,'may obtain the togin lD and password by sending a request at ""otin"'onrJi.io.in or io thi Company at investos 9s@hildustafoPPer:'-c9:m or to the RTA at rta@cbrst"co* However, if a pirson is atready registered with NSDL for remote e' ,oting, th* he can use his existing user lD and password for casting th-e vote',I !!"!9f11 forgei'hls password, he can reset the password by using "Forgot User _Detaits/Password" or ,.Ph-ysicat user Reset Password' option avallable on www.erroting.nsdl.com. or calt on.tott free no. 1800 1020 990 and 1800 22,t4 30. ln case of lndividtat Member holding securities in demat mode who acquires shares of the Company and becomes a l ember of the Con.p"n, after issue of the Notice and hotding shares as of the cut-off date i.e. 15th SeptLmUer, 2021, may follow steps mentioned under the process and manner of remote e' voting mentioned below.
• 1. The process and manner of remote e-Voting are as under:

Login method for e-voting and joining vlrtual meetinS for lndividual ltembers holdlng securitiB in demat mode

ln terms of sEBl circutar dated 9.1z.zozo on e-voting facitity provided by listed comPanies, individuat itembers hotding securities in demat mode are altowed to vote through their demat account maintained with Depositories and Depository Participants. i4embeB are advised to update their mobite number and email ld in their demat accounts in order to access e-Voting facitity. Login method for lndividuat i,tembers holding securities in demat mode is given betow:

• A) lndividua M rs holdino securities in demat mode with NSDL
• 1. EKisting IDeAS user can visit the e-Services website of NSDL viz. httDs: / /eservices.nsdt.com either on a Personal Computer or on a mobile. On the e-Services home page ctick on the "Beneflclal Owner" icon under 'Login" which is avaitable under 'lDeAS' section, this wiu prompt you to enter your existing User lD and Password. After successfut authentication, you witt be able to see e-Voting services under vatue added services. Click on "Access to e-Votlng" under e-Voting services and you witl be able to see e-Voting page. Ctick on company name or e-Voting service provider l.e. NSDL and you witt be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
• 1. lf you are not registered for IDeAS e-Services, option to register is avaitabte at https: / /eservices. nsdl. com. Setect "Register Online for IDeAS Portal" or click at httos: / /eseMces.nsdl.com/ ureweb/ ldeasDirectReq. isD.
• 1. Visit the e-Voting website of NSDL. Open web browser by typing the fottouring URL: https: / /www.evoting.nsdt.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is availabte under 'Sharehotder/l ember'section. A new screen witt open. You witl have to enter your User lD (i.e. your sixteen digit demat account number hetd with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you witt be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you witt be redirected to e-Voting website of NSDL for casting ),our vote during the remote e. Voting period or joining virtual meeting & voting during the meeting.
• lndividuat hotdinc securities in demat mode \r.ith CDSL: B)
• Existing use6 who have opted for Easi / Easiest, they can togin through their user id and password. Option witt be made available to reach e-Voting page without any further authentication. The URL for users to togin to Easi / Easiest are

httDs:// . cdstindia.com/mveasi /home/loein or www.cdstindia.com and click on New System Myeasi.

• 1. After successfut tqin of Easi/Easiest the user witt be atso abte to see the E voting enu. The l,tenu witt have links of e-Voting seMce proyider l.e. NSDL. Ctick on NSDI to cast your vote.
• 1. lf the user is not registered for Easi/Easiest, option to register is avaitabte at llttps: / / web. cdsli ndia. com / mveasi / Re€istration / Easi heqistration -
• 1. Alternatively, the rlser can directty access e-Vohng page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system witt authenticate the user by sending OTeIn@EGT6Eite & Email as recoried in the demat Account. After successful autientication, user witt be provided tinks for the respective ESP i.e. NSDL where the e-Voting is in progress
• c) lndividua t l,tembers (holdinq securities in demat mod ) locin throueh their deDositorv Dartici pants

You can also login using the togin credentials of your demat account through your Depositgry Participant registered with NSDL/CDSL for e-Voting facitity. upon togging in, you wi[[ be abte to see e-Voting option. Click on e-Vodng option, you witt be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e.Voting service provider i.e. NSDL and you witt be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtuat meeting & voting during the meeting.

lmoortant note: l em who are unable to retrieve User lD/ Password are advised to use ^Foroet User lD Password ont avai able at abovementioned websiteand

Helpdesk for lndlvldual l{embers holdlng securltles ln demat mode for any technlcal lssueB related to n l.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Members
	holding securities in Members facing any technical issue in login can contact NSDL
	demat mode with helpdesk by sending a request at evoting@nsdl.co.in or call at
NSDL	toll free no.: 1800 1020 990 and 1800 22 44 30
	Individual Members Members facing any technical issue in login can contact CDSL
holding securities in	helpdesk sending bv request - at $\overline{a}$
mode with I demat	helpdesk.evoting@cdslindia.com or contact at 022-23058738 or
CDSL	022-23058542-43

Login ,iethod for e-voting and ioining virtual meetlng for ilembers other than lndividual ,{embers holdlng securlties ln demat mode and l{embers holding securities in physical mode

How to Loe-in to NSDL e-Votins website?

• 1. Visit the e-Voting webEite of NSDL. Open web browser by typing the fotlowing URL: httm: / /www.evotinq.nsdt.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is taunched, click on the icon "Login" which is avaitable under'Sharehofder/Member' section.
• 1. A new screen wiu open. You witt have to enter your User lO, your Password/OTP and ^a Verification Code as shown on the screen. Altermtivety, il you are tqistered for NSDL eservices i.e. IDEAS, you con log'ln ot httos:l I eservlces.ndl.coml with your existirg IDEAS logln. Once you log-in to NSDL eseMa;qter uslng yatr log-tn credentials, click on e-voting ond you con Proceed to Step 2 i.e. Cost your vote electronicolly, Your User lD details are given below :

llanner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User lD is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP lD fottowed by 8 Digit Ctient lD For exampte if your DP lD is 1N300"' and Ctient lD then your user lD is 1N300-'12'*'.
b) For ,rlembers who hotd shares in demat account wlth CDSL.	16 Digit Beneficiary lD For example if your Beneficiary then !rcur user lD i
c) For rr{embers hotding shares in Physicat Form,	EVEN Number fottowed by Fotio Number registered with the company For example if fotio number is 001-" and EVEN is 101456 then user lD is 101456001'*

• a) lf you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
• b) lf you are using NSDL e-Voting system for the fiRt time, you witt need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system wi[[ force you to change your password.
• c) How to retrieve your 'initiat password'? (i) lf your emait lD is registered in your demat account or with the company, your 'initial password' is communicated to you on your email lD. Trace the email sent to you from NSDL from your mailbox. Open the emai[ and open the attachment i.e. a .pdf fite. Open the .pdf fite. The password to open the .pdf fite is your 8 digit ctient lD for NSDL account, tast 8 digits of ctient lD for CDSL account or folio number for shares hetd in ph)rsicat form. The .pdf fite contains your ,User lD, and your'initia[ password'.
• (ii) lf your email lD is not registered, ptease fotlow steps mentioned below in process for those Members whose email ids are not registered,
• 1. lf you are unabte to retrieve or have not received the " lnitial password" or have forgotten your password: a) Ctick on "Eg@!@!eiE/passwglrdl,'(lf you are hotding shares in your demat

• account with NSDL or CDSL) option available on www.evoting.nsdl.com. b) Physical !.lsgf Reset Password?,, (lf you are hotding shires in ph)lsicat mode)

• option availabte on www.evotinq.nsdl.com c) lf you are sti[[ unabte to get the password by aforesaid two options, you can send a request at evotinq@nsdl.co.in mentioning your demat account number/folio .
• number, your PAN, your name and your registered address etc. d) Members can also use the OTp (One Tim; password) based togin for casting the votes on the e-Voting system of NSDL.
• 1. After. entering your password, tick on Agree to 'Terms and conditions" by setecting on the check box. 6. Now, you wi[[ have to ctick on .,Login" button. (i) After you click on the,,Login', button, Home page of e-Voting witt open.

to an Gen ( ^e e-voti svstem?

• (ii) After successful togin at Step 1, you witt be abte to see atl the companies ..EVEN" in which you are holding shares and whose voting cycle and Generat rrleeting is in active status.
• Setect "EVEN" of Hindustan Copper ttd, which is 116619. (iii)
• For joining virtuat meeting, you need to ctick on "VC/OAVM" link ptaced under (iv)

"Join General iteeting".

• (v) Now you are ready for eVoting as the Voting page opens.
• (vi) Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also 'Confirm" when prompted.
• (vii) Upon confirmation, the message "Vote cast successfutty" witt be disptayed.
• (viii) You can atso take the printout of the votes cast by you by cticking on the print option on the confirmation page.
• (ix) Once you confirm your vote on the resolution, you witt not be attowed to modify your vote.

Process for those lilembers whose email lds are not registered for procuring user id and password and reglstration of e mail lds for evotlng for the resolutlons set out tn this Notice

• i. Those l,lembers, who hold shares in physicat form or who have not registered their emait address with the Company and who wish to participate in the 54s AGi4 or cast their vote through remote e-Voting or through the e-Voting system during the meeting, may obtain the togin lD and password by sending scanned copy of (a) a signed request letter mentioning name of l,lember, fotio number and comp[ete address; and (b) scanned copy of Share Certificate (front and back) (c) self-attested scanned copy of tle PAN Card and AADHAR Card in support of the address of the Member as registered with the Company; to the email address of the RTA at rta@cbmsl.com and the Company at investors_cs@hindustancopper.com.
• ii. ln case shares are hetd in demat mode, i{embers may obtain the login lD and password by sending scanned copy of (a) a signd request letter mentioning name of i4ember, DP lD-Ctient lD (16 di\$t DP lD + Ctient lD or 16 digit beneficiary lD); (b) setf-attested scanned copy of ctient master or Consolidated Demat Account statement; and (c) setfattested scanned copy of the PAN Card, to the emait address of the RTA at rta@cbmst.com and the Company at investoE-cs@hindustancopper,com.
• iii. Attematively, l,lember may send an e-mait request to evoting@nsdl.co.in for obtaining User lD and Password by providing the detaits mentioned in Point (i) or (ii) as the case may be.

lnstructlons for llembers for e-votin8 on the day of the Acrrl are as under

• i. MembeB may follow the same procedure for e'Voting on the day of 54b AGI'i as
• mentioned above for remote e-voting ii. onty those r{embers who witt be present in the th AGI through VC/OAVI,I and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barrd from doing so, shau be etigibte to vote through e-Voting system at the
• AGM. iii. The Members who have cast their vote by remote e-Voting prior to the 54h AGM may also participate in the 54u AGr{ through vcl OAVM but shatt not be entitled to cast their Yote again.

General lnformatlon for l{embers

1. lt is strongty recommendd not to share your password with any other person and take utmost caie to keep your password confidential' Login to the e-voting website will be disabted upon five unsuccessful attempts to key in the correct password. ln such an event, you witt need to go through the "Forgot User Detaits/Password?" or "Physicat User Reset i,assword?' option avaitabte on https: / /www.evoting.nsd[.com/ to reset the password.

ln case of any query / grievance with respect to Remote E'voting, Members may refer to the Frequmt[y lsfeA Questions (FAG) for Sharehotders and Remote E-voting User l{anual for Sharehotdln avaitabte under the Downloads section of NSDL'S e-Yoting website or contact Mr. Amit Vishat, AVP / Ms. Pattavi l hatre, l{anager, NSDL, Trade Wortd' "A" Wing, 4th Ftoor, Kamata Mitts compound, Lower Paret, Irrlumbai 400 013 at tott free no. ¹¹⁸⁰⁰ 1OZO 9gO t 1gn;1g12 44 30 oiat E-mait lD : evoting@nsdt.co.in. l embe6 holding shares in demat mode with CDSL and facing any technica[ issue in login can contact CDSL hetpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43 .

• 1. Shri Navin Kothari, (Membership No. FCS 5935 and CP No 3725) of l /s N K & Asociates, Practicing Company Secretary, has been appointed as the krutinizer for conducting remote e-voting and voting at the AGil in a fair and transparent manner. The Scrutinizer shall after the conclusion of e-voting at the 54b AGr\ , first downtoad the votes cast at the AGM and thereafter unblock the votes cast through remote e-voting and shatl make a consotidated Scrutinizer's Report of the total votes cast in favour or against, invatid votes, if any, and whether the resotutions have been carried or not, and such Report sha[[ then be sent to the Chairman or a person authorized by him in writing, within 48 (forty eight) hours from the conclusion of the 54th AGM, who shatl then counterslgn and dectare the Resutt of voting forthwith.
• 1. The Resutt dectared atong with the Scrutinizer's Report shatl be ptaced on the website of the Company at www.hindustancopper.com and on the website of NSDL at https: / /www.evoting.nsd[.com immediatety after the declaration of Resutts. The Company shat[ simuttaneousty forward the Results to Nationa[ Stock Exchange of lndia Limited and BSE Limited, where the shares of the Company are listed. The results shau be also disptayed on the Notice Board of the Company at its registered office.

ANNEXURE TO NOTICE

[Exptanatory Statement puEuant to Sectlon 102(1) of the Companies Act, 2013]

Item No 6

Shri Shakil Alam, Economic Adviser, i4inistry of Mines, Govemment of lndia, has been appointed as part time official Director of the Company with effect from 6.8.2021 in terms of i,linistry of i,line6' (r{oM) Order No. F. No. 10tzla00?-Met.llt dated 6.8.2021. tt is now proposed to regularize his appointment at the ensuing 54th AGl,l of the Company in order to compty with th€ relevant provisions of the Companies Act, 2013 (the Act).

Bom on 15.3.1976, Shri Shakit Aam is llasters in Economics from BITS, Pitani and betongs to lndian Economic SeMce (lES) of 2@1 batch. Shri Atam has joined the Mol as Economic Adviser (EAl on 22.7.2021. Prariously, Shri Atam was EA in the ,rtinistry of Skitl Development and EntrepreneuBhip where he handted poticy related matte6. He atso worked in the Department of Economic Affairs, i{inistry of Finance deating with international financial institutions tike lltlF and lFC. He had also served the thirteenth President of lndia as Officer on Speciat Duty. His career of 18 yea6 is also marked by stints in the then Department of Disinvestment (Ltinistry of Finance), deating with share sale of CPSES; in Ministry of Labour and Employment, deating with industrial relations policy; in the then Department of lndustrial Poticy and Promotion, handling international investment relations, and in Department of Economic Affairs deating with the cadre of his SeMce.

Shri Shakit Alam does not hold directorship in any other company. He was also not director in any other tisted company in [ast three years. He does not hotd any share in his name or on a beneficial basis for any other person in the Company. The Board considers that his continued association wou[d be of immense benefit to the Company and recommends his appointment as Director of the Company. None of the Directors, ,vlanagers and other Key l,lanageriat PeBonne[ (lfiP) of the Company is related to Shri Alam. Except Shri Alam, none of the Directors or ](^,1P of the Company or their relatives is in any way, concemed or interested, financially or otherwise in the resolution set out at ltem No 6.

Item No 7

Shrl Sanjay Panjiyar has ioined as Director (Operations) of the Company with effect from 31.7.2021 in terms of llinistry of t\,lines'order No. 10/4/201g-Met.lll (pt.) dated 26.7.20?1.ltis now proposed to regutarize his appointment at the ensuing 54o' AGM of the ComPany in order to compty with the relevant provisions of the Companies Act, 2013 (the Act).

Bom on 21.6.1964, Shri Saniay Panjiyar is B. Tech in Production Engineer from BIT Sindri and PGDCA from Pondicherry University, Shri Panjiyar started his career in Vizag Steet Ptant, Rashtrtiya lspat Nigam Ltd (RINL) as MTCr) in the year 1989. He has rich and varied experience spanning over 31 years in pubtic and private sector companies and has gained reputation to sbtve criticat issues in steet making and mining sector. During his career in Vizag Steet Ptant he eamed experience in testing, commissioning, stabilization and operations of Rotting mitt. Post RINL, he worked in private sector wherein he was heading operation and projects of metal and mining. ln the year 2015, he joined NMDC Ltd in the prestigious green fietd 3.0 I TPA steet ptant project at NISP Nagarnar, Bastar, Chhattisgarh. A' Chief Generat l{anager, }l}lDC he was in-chaige of many major packages and has ptayed significant ro(e in comPletion of NISP project.

shri sanjay Panjiyar does not hold directorship in any other company. He was also not director in any oiher tisied company in tast three years. He does not hotd any share in his name or on ^a beneiiclat basis for any other person in the Company. The Board conside6 that his continued association woutd be of immense benefit to the company and recommends his appointment as Director of the company. None of the DirectoB, llanagers and other Key l,lanageriat Personnel (l(\/tP) of the company is related to shri Paniiyar. Except Shri Paniiyar, none of the DirectoB or KMP of the Company or their relatives is in any way, concerned or interested, financiatty or otherwise in the resotution set out at ltem No 7.

Item No 8

The Board, on the recommendation of the Audit Committee, approved appointment of M/s. Guha Ghosh Kar & Assoclates, Cost Accountants Kotkata as Cost Auditor, to conduct audit of cost records of the Company for the FY Z0Z1'22 at a remuneration of Rs.90,000/- (Rupees ninety thousand onty) ptus taxes as appticable and reimbursement of actual travel and out-ofpocket expenses. ln accordance with the provisions of Section 148 of the Act read with the Companies (Audit and AuditoB) Rut6, 2014, the remuneration pafabte to the Cost AuditoB has to be ratified by the ,{embers of the Company. Accordingty, the Ordinary Resolution at ltem No. 8 of the Notice requires approva[ and ratification by r{emhrs of the Company. None of the DirectoB or Key l{anagerial Personne] of the Company or their retatives is in any way, concerned or interested, financiatly or otherwise in the resolution set out at ltem No. 8 of the Notice.

Item No 9

The Company had acquired plant & machinery, building and [ease hotd tand of Jhagadia Copper Ltd (in liquidation) situated at747, GIDC lndustriat Estate, Jhagadia, Dist. Bharuch, Gujarat-393110 from Assets Reconstruction Company (lndia) Ltd in the year 2015 under the provision of SARFAESI (Securitization and Reconstruction of Financial Assets and Enforcement of Securities lnterest) Act, 2002. After acquisition, Jhagadia Ptant was renamed as Guiarat Copper Project (GCP) by the Company. GCP unit commenced commercial production by utillzing Anode fumace section and Refinery ptant from October, 2016. Since commencement of operations, the GCP unit has been facing various constraints like non-avallabitity of suitabte material for both anode and kaldo furnace at desired price tevel, unorganized domestic copper source, high cost of production, etc. and consequentty the GCP unit has been incurring continuous losses. Considering above, the Board of HCL in its meeting hetd on 2,12.2020 had approved suspension of opeGtions at GCP and initiation of actions for leasing out or sale of whote GCP unit.

As per Article 73(i) of the Articles of Association of the Company approval of the President of lndia is required for "Sale, tease or disposal otherwise of the whole or substantially the whole of the undertaking of the Company". Accordingty, the Company has written to the administrative l,tinistry seeking necessary approvat. As p€r provisions of Section 180 (1) (a) of the Companies Act, 2013, approval of Alemben by way of Speciat Resolution is required for sett, lease or otherwise dispose of the whote of substantia]ly the whote of the undertaking of the Company or where the company owns more than one undertaking, of the whote or substantiatty the whole of any of such undertakings.

ln view of the above, the Board in its meeting hetd on 15.7.2021 has recommended passing of the Special Resolution mentioned at item No. 9 of the Notice by l{embers of the Company.

None of the Directors or Key i4anagerial personne[ of the company or their relatives is in any way, concemed or intere6ted, financially or otherwise in the resolution set out at ltem No. 9 of the Notice.

Item No 10

Pursuant to sections 23, 42 and 62 of the Act, the compani\$ (prospectus and Altotment of securities) Rutes, 2014 and other appticabte provisions of the Aat and the rutes made llereunder, the SEB| (lssue of Capitat and Disctosure Requirements) Regutations, zo18 rsEBt lcDR R-egulations") and the sEBt (Listing obtigations and Disctosure Requiiemens) Regulaiions, 2015.("s!Bl LODR Regutations"), each as amended, the approvat of the Members is r{uired bi special Resolution, for further issue of equity shares of the company to persons nbt uein! existing MembeB of the Company.

The. Members 9f -the company have passed a speciat Resotution on zg.1.zoz1 by postat Battot for issuance ot 13,87,82,700 equity shares, in one or more tranches, equivatent io 15% of paid up equity capitat of the company through euatified tnstitutionat ptacehent (etp) method, on recommendation of the Board in its meeting hetd on 29.10.2020 for funding the capex/ expansion plans of the Company for expanding the mines production capacity from 3.6 mittion tonnes per annum (MTPA) of ore to 20 ITITPA of ore (in the 1st phase up to 12.20 MTPA and in 2nd phase up to 20.20 MTPA). This was as per Cabinet Committee of Economic Affairs (CCEA) approval in tie meeting held on 1.8.2018.

ln the first tranche of qlP hunched on 7.4.2021 and closed on 12.4.2021, the Company mobitized Rs.500 crore (including premium) equivatent to 4.52 % of the eisting share capitat of the Company for funding the ongoing lst phase of mine expansion ptan and the elp issue was futty subscribed and shares attotted to tie lnvestors. The balance fund required for capex witt be raised as per future requirement of funds. After the 4.52% equity issue, the Gol sharehotding in HCL has come down from 76.05 % to 72.76% and the Company has comptied with the minimum pubtic sharehotding as required by Securities Contract (Regutations) Rutes, 1957.

The vatidity of Sp€ciat Resolution for issue of shares by QIP method passed by llembers on 28.1.2021 is for one year i.e. upto27.1.2C2Z as per SEBI ICDR Regutations 2018. Therefore, the Company ls proposing to pass the Speciat Resotution set out at ltem No. 10 of the AGM Notice. Thus, the Company witt have an enabling resolution in ptace for raising further funds through QIP as and when required for funding its ongoing capex/ expansion plans.

As the QIP may result in the issue of Equity Shares of the Company to lnvestors who may or may not be ,l embers of the Company, consent of the l embeB is being sought puBuant to Section 42, 6zl1)(c) and other applicable provisions, if any, of the Act, the SEBI ICDR Regutations, SEBI LODR Regulations and any other [aws for the time being in force and app]icabte. The detaited terms and conditions for the offer of equity shares will be determined by the Board in consultation with the lead managers, placement agents, advisors and such other agencies, as may be required to be consulted by the Company, considering the prevailing market conditions and in accordance v.ith the appticable provisions of laws and other retevant factors.

Accordingly, approval of Members by way of a Speciat Resotution is sought to empower the Board of Directors to raise funds through issue of Equity Shares through Quatified lnstitutional Ptacement (QlP) method to the extent of 10..\$if (15% less 4.52% already raised) of existing paid up equity capital in one or more tranches, for funding the capex/ expansion ptans of HCL duty approved by CCEA in accordance with various appticabte rutes and regutations, to eligibte investors at such price or prices, at a discount or premium, in such manner and on such terms and conditions as may be decided by the Board in its discretion, taking into consideration, market conditions, and other relevant factoB and wherever necessary in consultation with Lead l,lanagers and other AdvisoB/lntermediaries. The pricing of the equity shares, including the floor price and any discount to the issue price, to be issued to QlBs puBuant to Chapter Vl of the SEB| ICDR Regutations shau be determined by the Board/ QfP Committee in accordance with Chapter Vl of the SEBI ICDR Regutations. The'Relevant Date'for this purpose witt be the date of the meeting in which the Board of Directors or the QIP Committee or any other Committee duty authorized by the Board, decides to open the proposed issue of Equity Shares. Any Equity Share6 altotted would be tisted on one or more stock exchanges in lndia.

ln view of the above, the Board in its meeting hetd on 25.6.2021 has recommended passing of the Speciat Resolution mentioned at item No. 10 of the Notice by rrlembers of the Company.

None of the Directo6 or Key l anagerial Personnel of the Company or their retatives is in any way, concerned or interested, financially or otherwise in the resolution set out at ltem No. ¹⁰ of the Notice.

Item No 1 1

ln furtherance of the proposal to issue further equity shares of the Company by way of QfP as set out in ltem No. 10, the Board has considered and recommended to delegate certain powers/authority in retation to the qlP to a committee of the Board for the purpose of deating with att matters and takiB actions as may be required pertaining to the further issuance of shares/ securities Uy way ot qlP for oPerationa[ convenience and ensure comptiance with tegat requirements in a time bound manner.

ln view of the above, the Board in its meeting hetd on 25.6.2021 has recommended passing of the Speciat Resolution mentioned at item No. 11 of the Notice by ,{embers of the Company.

None of the Directors or Key l anagerial PeBonnet of the Company or their relatives is in any way, concemed or interested, financiatty or otherwise in the r6olution set out at ltem No. ¹¹ of the Notice.

Item No 12

Pursuant to the provisions in Sections 23(1Xb), 42 and 71 of the Compani6 Act, 2013 (the Act'), read with Rute 14(2) of Companies (Prospectus and Auotment of Securities) Rutes, 2014 and other appticabte provisions and in accordance with the provisions of Securities and Exchange Board of lndia (lssue &' Listing of Debt Securities) Regutations, 2fi)8, the Rutes, Regutations, Guidetines and Circulars, as amended from tlme to time, the l,lemorandum and Artictes of Association of the Company, consent of fiembers was obtained by passing Speciat Resolution on 28.1,2A1 through Postal Eatlot to offer, issue and altot, in one or more tranches/ combinations and including the exercise of a green shoe option if any, Secured or Unsecured Non-convertibte Debentures/Bonds of any type/ nomenctature, on private ptacement basis of an amount not exceeding the overall borrowing limit of Rs.2,500 crore (Rupees Two thousand five hundred crore) for the business of the Company including capex/ expansion projects. The vatidity of the Speciat Resotution is for a period of one year up to 77 .1 .2022.

Further, as per SEBI Circular No. SEBI/HO/DDHSICIRIP 120181114 dated 26.11.2018, Large Corporate (LC) having outstanding long-term borrowings of Rs.'100 crore or more, with origina[ maturity of more than 1 year and credit rating of "AA and above", shat[ raise funds not less than 25% of total incrementat borrowings by way of Debt Securities as defined under SEBI. As per the Circular, a LC shalt have to futfit the requirement of incrementa[ borrowing for FY ?021-22 and FY 2022-23 by the last date ot FY Z0ZZ-23 faiting which a monetary penalty/fine of 0.20% of the shortfall in the borrowing amount shatt be tevied and paid to the stock exchanges.

Thus, to compty with SEBI guidelines, keeping in view that the totat borrowing timit of the company is Rs,2500 crore, the Company proposes to keep an enabling provision of borroMng through Debenturg/Bonds up to a [imit of Rs.500 crore within the overatt timit of Rs. 2500 crore.

Further it may be noted that CMD and Director (Finance) of the company are jointty authorized by the Board in its meeting hetd on 29.10.2020 and approved by the l,tembers on 28.1.2021 through Posta[ Ballot to borrow through any mode inctuding bonds with or without creation of charges on the movabte and immovabte assets of the company, hence no separate resotution for creation of charge on the assets of the company is required.

ln view of the above, the Board in its meeting hetd on 25.6.2021 has recommended passing of the Speciat Resotution mentioned at item No. 12 of the Notice by Members of the Company.

None of the Directors or Key llanagerial personnel of the company or their relatives is in any way, concemed or interested, financiatty or otherwise in the resotution set out at ltem No. ¹² of the Notice.

Detaits of Directors nq re-aDDointment at the AGIII in terms of ulations 36(3) of the SEBI Listinc Requlations

Shri Arun Kumar Shukla

Shri Arun Kumar Shukla is the Chairman and trlanaging Director of the Company with effect from 1,1 .2020 in terms of Ministry of lrrlines' order No. 10/1/201g-Met.lll dated 1 1.12.2019.

Bom on 7.7.1963, Shri Arun Kumar Shukla is a Graduate i,lining Engineer of 1985 batch from lndian khool of Mines, Dhanbad, l,l Tech in Environmentat Engg. and atso hotds degree of law (LLB), He possesses first Ctass Mines l anageB' Certificate under The Mines Act, 1952. Shri Shukla is having vast experience of lndian Mining lndustry. He has worked in Central Coalfietds Ltd for more than 21 yeaB and in NMDC Ltd. for 12 years. On deputation from il/ritDC, he served as l{anaging Director of Jharkhand State l ineral Devetopment Corporation Ltd. (A State PSU) for about 2 years, He was also holding the cha8e of CEO of the two Joint Venture Companies of l.l 4DC viz. NMDC-CII DC Ltd. and J|,l 4DC Ltd. to start new mines in the state of Chhattisgarh and Jharkhand respectivety. Prior to joining HCL, Shri Shukla was worhng as Executive Director in l{i,tDc Ltd and was heading one of its major units namely Baitadila lron Ore Mines, Bacheli Comptex in Bastar, Chhattisgarh. ln HCL, Shri Shukta was eartier Director (Operations) during the period from 1.10.2018 to 31.12.2019.

Shri Shukta is also filanaging Director of Chhattisgarh Copper Ltd (a Subsidiary of HCL & JVC with Chhattisgarh l{ineral Development Corporation) and Director on the Board of Khanij Bidesh lndia Ltd (KABIL), a JV company between |{ALCO, HcL and ^4ECL. Besides above, Shri Shukta does not hold directorship in any other company, Shri Shukla was also not director in any other listed company in last three years. Shri Shukla does not hotd any share in his name or on a beneficiat basis for any other person in the Company. None of the Directors, ,rlanager and other Key l,tanagerial Personnel of the Company is related to Shri Shukta. Shri Shukta attended all ten Board meetings of the Company hetd during FY 2020-21.

Shri Sanreev verma

Shri Sanieev Verma, Director, A{inistry of l,lines, Government of lndia, has been appointed as part time officiat Director of the Company with effect from 7.8.2020 in terms of ffiinistry of i{ines' (l,toM) Order No. 10/2/2002-l,let.lll dated 7.E.2020.

Born on 26.3.1979, Shri Sanjeev Verma is B.E. (civit) and belongs to the lndian Raitway Stores seMce (IRSS) 2002 batch. As an Officer of 1R55, Shri Verma had deatt with procurement of goods and services for variou users of lndian Raitways (lR). He has expertise in e-Procurement, dlgitat suppty chain, contract management and implementation of poticies of the Govemment of-lndia ii'pirrchase matters tlke l,lake in lndia, Gel , t{SIrtE, etc. Shri Verrma had hetd several key positions in lR inctuding Dy. vigitance officer, chief lnformation officer/lT in North WestLrn Railway (NWR) which daatt with lT lnfrastructure of the NWR and coordination with centrat softwari implementing agencies of lR. Presentty, Shri Verma is Director in Moi4 since 1.3.2019 and tooks ,fter the issues related to auction of mines, mineral concessions, utilization of DMF and implementation of P,{KKKY scheme.

shri Sanieev verma does not hotd directorship in any other company. He was also not director in any oiher listed company in tast three years. He does not hold_ any share in his name or on ^a beneiiciat basis for any oft'er person in the Company, None of the Directors, l,lanagers and oth"r f.y ftl"nus"riat Personnet'of the Company is related to Shri Verma. Shri Verma attended att six Boird me;tings of the Company hetd during FY 7020-21after his appointment as Director on the Board of HCL.