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Hindustan Zinc Ltd. Proxy Solicitation & Information Statement 2024

Dec 20, 2024

60841_rns_2024-12-20_1a3cfefc-f3f4-4369-8ac3-00f221e2ec4c.pdf

Proxy Solicitation & Information Statement

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December 20, 2024

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HZL/2024-25/SECY/151

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai – 400 001

National Stock Exchange of India Limited Exchange Plaza, 5th Floor Plot No., C/l, G Block Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051

Kind Attn: General Manager – Department of Corporate Services

Kind Attn: Head Listing & Corporate Communication

Scrip Code: 500188

Trading Symbol: “HINDZINC”

Dear Sir/Madam,

Sub: Postal Ballot Notice – Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI LODR Regulations”)

Pursuant to Regulation 30 of SEBI LODR Regulations, we hereby submit a copy of Postal Ballot Notice along with the explanatory statement (“ Notice” ) dated December 19, 2024, seeking approval of the Members of the Company in respect of the below mentioned ordinary resolution through remote e-voting process (“ e-voting ”) only:

Appointment of Mr. Dinesh Mahur (DIN: 10862645), as Government Nominee Director on the Board of the Company

The aforesaid Notice is being sent electronically to those Members whose name appears in the register of Members or register of beneficial owners maintained by the Depositories as on the cut-off date i.e., Monday, December 16, 2024 ( “Cut-off Date” ) received from the Depositories and whose e-mail addresses are registered with the Company/M/s. KFin Technologies Limited ( “KFin” ) i.e. Registrar and Transfer Agent /Depositories/Depository Participants ( “DPs” ). The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date i.e., Monday, December 16, 2024.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) for providing e-voting facility to all its Members. The details of the procedure to cast the vote forms part of the ‘Notes’ section of the Notice.

The assent or dissent on the above resolution can be communicated by the Members through e-voting, within the following period:

Commencement of e-voting From 9:00 a.m. (IST) on Saturday, December 21, 2024
End of e-voting Up to 5:00 p.m. (IST) on Sunday, January 19, 2025

Members may note that the Notice is also being uploaded on the Company’s website, i.e. www.hzlindia.com under investors section, on the website of the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseinida.com

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respectively and on the website of the e-voting agency i.e. National Security Depository Limited at www.evoting.nsdl.com.

This is for your information and records.

Thanking You.

Yours faithfully,

For Hindustan Zinc Limited

Digitally signed ROOPAL by ROOPAL GUPTA GUPTA Date: 2024.12.20 11:59:00 +05'30' Roopal Gupta Associate Manger- Secretarial

Enclosed: as above

Copy to:

National Securities Depository Limited , Trade World, A Wing, 4th Floor, Kamala Mills Compound, Lower Parel, Mumbai – 400013

Central Depository Services (India) Limited, Marathon Futurex, A-Wing 25th Floor, N.M. Joshi Marg, Lower Parel, Mumbai - 400013

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HINDUSTAN ZINC LIMITED

CIN: L27204RJ1966PLC001208

Yashad Bhawan, Yashadgarh, Udaipur, Rajasthan -313004 Website: www.hzlindia.com Email: [email protected] Tel: +91 294 6604000

NOTICE OF POSTAL BALLOT

[Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, each as amended]

Dear Member(s),

Notice is hereby given that the resolution set out below are proposed for approval by the Members of Hindustan Zinc Limited (“ the Company ”) by means of Postal Ballot, only by way of remote e- voting process, (“ e-voting ”) being provided by the Company to all its Members to cast their votes electronically, pursuant to the provisions of Sections 108 and 110 and all other applicable provisions of the Companies Act, 2013 (“ the Act ”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“ the Rules ”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI LODR Regulations ”), Secretarial Standards on General Meetings (“ SS-2 ”), issued by the Institute of Company Secretaries of India and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (“ MCA ”), inter-alia, for conducting Postal Ballot through e-voting vide General Circulars Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being General Circular No. 09/2024 dated September 19, 2024 and Circular SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 3, 2024 issued by SEBI (hereinafter collectively referred to as “ the Circulars ”) and any other applicable laws, rules, circulars, notifications and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force). The explanatory statement pursuant to Section 102(1) of the Act setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is attached.

In compliance with the aforesaid provisions and the Circulars, this Postal Ballot Notice (“ Notice ”) together with the Explanatory Statement and instructions for e-voting is being sent only through electronic mode to all its Members whose email addresses are registered with the Company/ Registrar & Share Transfer Agent (“ RTA ”) or Depositories as on Monday, December 16, 2024 (“ cutoff date ”) and the communication related to assent/dissent of the shareholders on the resolution proposed in this Notice will only take place through the remote e-voting system. If your email address is not registered with the Company/ RTA / Depositories, please follow the process provided in the notes to this Notice.

Further, in compliance with the requirements of the Circulars, physical copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot.

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In compliance with the provisions of Sections 108 and 110 of the Act read with Rule 20 and Rule 22 of the Rules and Regulation 44 of SEBI LODR Regulations and the Circulars, the Company has engaged the services of National Securities Depository Limited (“ NSDL ”) to provide remote e-voting facility to all its Members. Members are requested to refer to the instructions for remote e-voting given in the Notes to this Postal Ballot Notice for the process and manner in which remote e-voting is to be carried out.

Commencement of e-votng
 From 9:00 a.m. (IST) on Saturday, December 21, 2024
End of e-votng Up to 5:00 p.m. (IST) on Sunday, January 19, 2025

The Board of Directors has appointed CS Manoj Maheshwari, Practicing Company Secretary (M. No.: FCS 3355; CP No.: 1971) as the scrutinizer and failing him, CS Priyanka Agarwal, Practicing Company Secretary (M. No.: FCS 11138; CP No.: 15021), as the Alternative Scrutinizer for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed for the said purpose.

The Scrutinizer will, after conclusion of e-voting, scrutinize the votes cast, make a Scrutinizer’s report of the votes cast in favour or against, if any, to the Chairperson or a person authorised by her in writing who shall countersign the same. The Chairperson or any other person authorised by the Chairperson shall declare the results not later than 2 working days of the conclusion of the e-voting. The said results along with the report of the Scrutinizer will also be placed on the website of the Company at www.hzlindia.com, website of NSDL at www.evoting.nsdl.com and shall also be displayed at the registered office of the Company. The results shall simultaneously be submitted to the Stock Exchange(s) and be made available at www.bseindia.com and www.nseindia.com. The resolution will be deemed to be passed on Sunday, January 19, 2025, subject to receipt of the requisite number of votes in favour of the resolution.

SPECIAL BUSINESS:

1) Appointment of Mr. Dinesh Mahur (DIN: 10862645), as Government Nominee Director on the Board of the Company

: To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution

“RESOLVED THAT pursuant to Sections 149, 152, 161 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment & Qualification of Directors) Rules, 2014, Articles of Association of the Company, and Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), Mr. Dinesh Mahur (DIN: 10862645), whose appointment was communicated by Ministry of Mines, Government of India vide order dated December 03, 2024, and who was appointed by the Board of Directors as a Government Nominee Director on the Board of the Company with effect from December 05, 2024 on the recommendation of the Nomination and Remuneration Committee, be and is hereby appointed as Government Nominee Director (Non-Executive) of the Company and he shall be liable to retire by rotation.

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RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised do all such acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution, including but not limited to delegating all or any of the powers conferred by this resolution, to any officer(s)/authorised representative(s).”

Place: Udaipur Date: December 19, 2024

By order of the Board of Directors For Hindustan Zinc Limited

Sd/-

Arun Misra CEO & Whole-time Director DIN: 01835605

NOTES:

  1. The Explanatory Statement pursuant to Section 102 read with Section 110 of the Act and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ( “Rules” ) as amended, setting out the material facts relating to the special business to be transacted as mentioned in Item No. 1 is annexed to the Postal Ballot Notice.

  2. In accordance with the Circulars and the SEBI LODR Regulations, this Notice is being sent electronically to those Members whose names appear in the Register of Members or Register of Beneficial Owners maintained by the Depositories as on the cut-off date i.e., Monday, December 16, 2024 (“ Cut - off Date ”) received from the Depositories and whose e-mail address is registered with the Company / RTA / Depositories / Depository Participant (“ DPs ”).

  3. In compliance with the requirements of the Circulars, the Notice is being sent in electronic form only and the physical copy of the Notice along with the Postal Ballot Form and pre-paid business envelope will not be sent to the Members. Accordingly, the communication of the assent or dissent of the Members would take place through e-voting system only.

  4. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date i.e., closure of Monday, December 16, 2024.

  5. A person who is not a member as on the cut-off date should treat this Notice for information purpose only.

  6. Members may please note that the Notice will also be available on the Company’s website at www.hzlindia.com website of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of

India Limited at www.bseindia.com. and www.nseindia.com respectively, and on the website of NSDL at https://eservices.nsdl.com/.

  1. Members whose e-mail address is not registered and who wish to receive the Notice(s), Annual

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Report and all other communications by the Company, from time to time may get their e-mail address registered by submitting Form ISR-1 to KFin at [email protected] or to the Company at [email protected]. However, for the shares held in demat form, Members are requested to write to their respective DPs.

  1. The Company has engaged the services of NSDL as the agency to provide e-voting facility. The instructions for e-voting are provided in the Postal Ballot Notice and Members may cast their vote by following the instructions provided in the Notes to the Notice.

  2. The Postal Ballot e-voting facility will be available during the following period:

Commencement of e-votng
 From 9:00 a.m. (IST) on Saturday, December 21, 2024
End of e-votng Up to 5:00 p.m. (IST) on Sunday, January 19, 2025

  1. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently or cast the vote again.

  2. The Members may please note that the e-voting shall not be allowed beyond the abovementioned date and time.

  3. The resolution, if approved, shall be deemed to have been passed on the last date of e-voting i.e., Sunday, January 19, 2025 subject to receipt of the requisite number of votes in favour of the resolution.

  4. All material documents referred to in the Notice and explanatory statement will be available electronically for inspection without any fee by the Members from the date of circulation of this Notice until the last date of e-voting. Members seeking to inspect such documents can send an e- mail to [email protected].

  5. A Member cannot, exercise his / her vote through proxy on postal ballot. However, corporate and institutional Members shall be entitled to vote through their authorized representatives. Institutional/ Corporate Members are requested to send a scanned copy in pdf / jpg format of the Board Resolution / Power of Attorney authorising its representatives to vote pursuant to Section 113 of the Act, through e-mail at [email protected] with a copy marked to [email protected].

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:

Step 1: Access to NSDL e-Voting system

(i) Login method for e-Voting for Individual shareholders holding securities in demat mode

Type
of
shareholders		 Login Method

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Individual
Shareholders
holding securites
in demat mode
with NSDL.		 1. Instructons for existng Internet-based Demat Account Statement
(“IDeAS”) facility Users:
(i)
Visit the e-Services website of NSDL Viz.htps://eservices.nsdl.com.
(ii) On the e-Services home page click on the “Benefcial Owner”icon under
“Login”which is available under‘IDeAS’secton.
(iii) A new page will open. Enter the existng User ID and Password for
accessing IDeAS.
(iv) Afer successful authentcaton, you will be able to see e-Votng services
under Value added services. Click on“Access to e-Votng”under e-Votng
services and you will be able to see e-Votng page.
(v) Click on company name, i.e.,‘Hindustan Zinc Limited’, ore-Votng
service provider i.e. NSDL
(vi) Members will be redirected to e-Votng website of NSDL for castng your
vote during the remote e-Votng period.
2. Instructons for those Members who are not registered under IDeAS:
(I) Visithtps://eservices.nsdl.com.for registering.
(II) Select
“Register
Online
for
IDeAS
Portal”
or
click
at
htps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
(III) Visit the e-Votng website of NSDL.htps://www.evotng.nsdl.com/
(IV) Once the home page of e-Votng system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’ secton. A new
screen will open.
(V) Members will have to enter your User ID (i.e. your sixteen digit demat
account number hold with NSDL), Password/OTP and a Verifcaton Code
as shown on the screen.
(VI) Afer successful authentcaton, you will be redirected to NSDL
Depository site wherein you can see e-Votng page.
(VII) Click on company name ore-Votng service provider i.e. NSDLand you
will be redirected to e-Votng website of NSDL for castng your vote
during the remote e-Votng period.
3. NSDL Mobile App
(i) Members can also download NSDL Mobile App “NSDL Speede” facility
by scanning the QR code mentoned below for seamless votng
experience.

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Individual
Shareholders
holding securites
in demat mode
with CDSL		 A. Instructons for existng users who have opted for Electronic Access to
Securites Informaton (“Easi / Easiest”) facility:
1. Visithtps://web.cdslindia.com/myeasitoken/home/login or
www.cdslindia.com
2. Click on New System MyEasi.
3. Login to MyEasi opton under quick login.
4. Enter the registered user ID and password for accessing Easi / Easiest.
5. Members will be able to view the e-votng Menu.
6. Additonally, there is also links provided to access the system of all e-
Votng Service Providers, so that the user can visit the e-Votng service
providers’ website directly.
B. Instructons for users who have not registered for Easi / Easiest
(i) Visithtps://web.cdslindia.com/myeasitoken/ for registering.
(ii) Proceed to complete registraton using the DP ID, Client ID (BO ID), etc.
(iii) Afer successful registraton, please follow the steps given in point no. A
above to cast your vote.
C. Alternatvely, instructons for directly accessing the e-votng website of
CDSL
(i) Visitwww.cdslindia.comhome page.
(ii) Provide Demat Account Number and PAN.
(iii) System will authentcate the user by sending OTP on registered Mobile
& Email as recorded in the Demat Account.
(iv) Afer successful authentcaton, user will be able to see the e-Votng
opton where the evotng is in progress and also able to directly access
the system of all e-Votng Service Providers.
Individual
Shareholders
(holding securites
in demat mode)
login through
their depository
partcipants		 A. Instructons for login through Demat Account / website of Depository
Partcipant:
(i) Members can also login using the login credentals of your demat
account through your Depository Partcipant registered with NSDL/CDSL
for e-Votng facility.
(ii) Once logged-in, Members will be able to see e-Votng opton.
a. Click on e-Votng opton, Members will be redirected to NSDL/CDSL
Depository site afer successful authentcaton, wherein you can see
e-Votng feature.
b. Click on opton available against‘Hindustan Zinc Limited’or e-Votng
service provider i.e. NSDL.
c. Members will be redirected to e-Votng website of NSDL for castng
your vote during the remote e-Votng period.
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget
User ID and Forget Password opton available at abovementoned website.

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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Helpdesk for Individual Shareholders holding securites in demat mode for any technical issues
related to login through Depository i.e. NSDL and CDSL.
 Helpdesk for Individual Shareholders holding securites in demat mode for any technical issues
related to login through Depository i.e. NSDL and CDSL.
Securites
held
with NSDL
 Members facing any technical issue in login can contact NSDL helpdesk by sending
a request [email protected] or call at 022 - 4886 7000
Securites
held
with CDSL		 Members facing any technical issue in login can contact CDSL helpdesk by sending
a request [email protected] or contact at toll free no. 1800 22 55
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  • (II) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website https://www.evoting.nsdl.com/.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. Members will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if Members are registered for NSDL eservices i.e. IDEAS, Members can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once Members log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Members User ID details are given below:
Manner of holding shares i.e. Demat
(NSDL or CDSL) or Physical		 Your User ID is:
a) For Members who hold shares in demat
account with NSDL.		 8 Character DP ID followed by 8 Digit Client
ID
For example if your DP ID is IN300 and
Client ID is 12 then your user ID is
IN30012**.
b) For Members who hold shares in demat
account with CDSL.		 16 Digit Benefciary ID
For example, if your Benefciary ID is
12** then your user ID is
12**
c) For Members holding shares in Physical
Form.		 EVEN Number followed by Folio Number
registered with the company
For example, if folio number is 001 and
EVEN
is
132441
then
user
ID
is
132441001
  1. Password details for shareholders other than Individual shareholders are given below:

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  • a) If Members are already registered for e-Voting, then Members can use their existing password to login and cast your vote.

  • b) If Members are using NSDL e-Voting system for the first time, Members will need to retrieve the ‘initial password’. Once you retrieve your ‘initial password’, Members need to enter the ‘initial password’ and the system will force you to change your password.

  • c) How to retrieve your ‘initial password’?

    • (i) If Members email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

    • (ii) If Members email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

  • If Members are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  • a) Click on “ Forgot User Details/Password ?”(If Members are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  • b) Physical User Reset Password ?” (If Members are holding shares in physical mode) option available on www.evoting.nsdl.com.

  • c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  • After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  • Now, Members will have to click on “Login” button.

  • Click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system

How to cast your vote electronically on NSDL e-Votng system?

  1. After successful login at Step 1, Members will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

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  1. Select “EVEN” of ‘Hindustan Zinc Limited’ for which you wish to cast your vote during the remote e-Voting period.

  2. Now you are ready for e-Voting as the Voting page opens.

  3. 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.

  4. Upon confirmation, the message “Vote cast successfully” will be displayed.

  5. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  6. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under " e-Voting " tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evotng.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evotng.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, at [email protected].

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this : notice

  1. In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to ([email protected]). If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Votng for Individual shareholders holding securites in demat mode .

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  1. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  2. In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e- Voting facility.

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Explanatory Statement pursuant to Secton 102(1) of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administraton) Rules, 2014

Item No. 1

Mr. Dinesh Mahur (DIN: 10862645), was appointed as a Government Nominee Director by the Ministry of Mines, Government of India, vide order dated December 03, 2024. Subsequently, on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company appointed Mr. Dinesh Mahur as a Government Nominee Director (Non-Executive) of the Company w.e.f. December 05, 2024.

The above appointment of Mr. Dinesh Mahur as a Government Nominee Director on the Board of the Company, being liable to retire by rotation, requires approval of the Members in the General Meeting in terms of Regulation 17(1C) of the SEBI LODR Regulations.

The Company has received the necessary disclosures and declarations from Mr. Dinesh Mahur including the declaration that he is not disqualified under Section 164 of the Companies Act, 2013 and further, in accordance with the circular dated June 20, 2018, issued by the Stock Exchanges, it is confirmed that Mr. Dinesh Mahur is not debarred from holding office of Director by virtue of any order

passed by SEBI or any other authority. Mr. Dinesh Mahur holds necessary qualification, experience and expertise as per the Nomination and Remuneration Policy of the Company.

Mr. Dinesh Mahur (DIN: 10862645), aged 54 years, is the Joint Secretary in the Ministry of Mines, where he handles policy, legislation and matters related to critical minerals. He is an officer of the Indian Telecom Service (ITS) in the Government of India. He has an Engineering degree, MA in Social Studies, and a Postgraduate degree in Public Policy and Management and had worked in various capacities in several organizations in India and abroad including Core Government, Government Undertakings, and Government’s investment in private telecom operators (in Nepal and Mauritius). He had also served in Ministry of Home Affairs, Government Undertakings & Autonomous Bodies, public undertakings under Department of Telecom, and Prasar Bharati (India’s Public Service Broadcasters. He is not disqualified from being appointed as a Director.

Additional information in respect of Mr. Dinesh Mahur, pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standards on Annexure General Meetings (SS-2), is provided at to this Notice.

The Board accordingly recommends the Ordinary Resolution set out at Item No. 1 of the Notice for the approval of the shareholders.

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Save and except Mr. Dinesh Mahur and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors/KMP and their relatives are in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 1 of the Notice

Registered Office: Yashad Bhawan, By Order of the Board of Directors Yashadgarh, Udaipur, For Hindustan Zinc Limited Rajasthan -313004 CIN: L27204RJ1966PLC001208 Sd/E-mail ID: [email protected] Website: www.hzlindia.com Arun Misra Tel.: +91 294 6604000-02 CEO & Whole-time Director DIN: 01835605

Place: Udaipur Date: December 19, 2024

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Annexure:

Brief Profile and other Information of Director seeking appointment, pursuant to Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, and in terms of Secretarial Standard on the General Meetings issued by the Institute of Company Secretaries of India.

Particulars Details
Name of Director Mr. Dinesh Mahur
Designation/
Category
of
Directorship		 Government Nominee Director (Non-Executive)
Director
Identification
Number (DIN)		 10862645
Date of first Appointment December 05, 2024
Age 54 years
Qualification Engineering, MA in Social Studies, and Postgraduate in Public
Policy and Management
Brief
resume/
Experience
(including expertise in specific
functional area)		 Mr. Dinesh Mahur was appointed on the Board with effect from
December 05, 2024. Presently, he is the Joint Secretary in the
Ministry of Mines, where he handles policy, legislation and
matters related to critical minerals. He is an officer of the Indian
Telecom Service (ITS) in the Government of India. He has an
Engineering degree, MA in Social Studies, and a Postgraduate
degree in Public Policy and Management and had worked in
various capacities in several organizations in India and abroad
including Core Government, Government Undertakings, and
Government’s investment in private telecom operators (in Nepal
and Mauritius). He had also served in Ministry of Home Affairs,
Government Undertakings & Autonomous Bodies, public
undertakings under Department of Telecom, and Prasar Bharati
(India’s Public Service Broadcasters.
Shareholding in the Company
as on December 05, 2024
(including
shareholding
as
Beneficial Owner)		 NIL
Directorship
in
other
Companies as on December
05, 2024		 NIL
Listed Entities from which
resigned in past three years		 NIL
Membership / Chairmanship
of Committees of the other
Boards as on December 05,
2024		 NIL

13

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Inter se relationship with
other
Directors
/
Key
Managerial
Personnel/
Managers		 None
Terms
and Conditions
of
appointment		 Appointed as Government Nominee Director (Non-Executive)
liable to retire by rotation
Remuneration
last
drawn
(including sitting fees, if any)		 Not Applicable *
Remuneration proposed to be
paid		 Not Applicable *
No. of meetings of the Board
attended during FY 2024-25
(upto the date of postal ballot
notice)		 Nil
  • Officiating Government employee from Ministry of Mines.

appointed with effect from December 05, 2024

14

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