Hindustan Copper : Compliance Report on Corporate Governance for the quarter ended December, 2022

ANNEXURE I

Format of report on Corporate Governance to be submitted by a listed entity on quarterly basis

1. Name of Listed Entity: Hindustan Copper Ltd
2. Quarter ending: 31st December, 2022
   I. Composition of Board of Directors

Title

Name of the

PAN$ & DIN

Category

Initial Date of

Date of Re-

Date of

Tenure*

Date of Birth

Whether the

Current

No. of

No of

Number of

No of post of

(Mr./

Director

(Chairperson

Appointment

appointment

Cessation

Director is

Status

directorship

Independent

memberships in

Chairperson in

Ms)

/Executive/ Non-

Disqualified

in listed

Directorship

Audit/

Audit/

Executive/

entities

in listed

Stakeholder

Stakeholder

independent /

including this

entities

Committee(s)

Committee

Nominee)&

listed entity

including this

including this

held in listed

[in reference

listed entity

listed entity

entities

to Regulation

[in reference

(Refer

including this

17A(1)]

to proviso to

Regulation 26(1)

listed entity

regulation

of

(Refer

17A(1)]

Listing

Regulation

Regulations)

26(1) of Listing

Regulations)

PAN- ADAPS1096H

Executive/

Mr.

Arun Kumar Shukla

DIN- 03324672

Chairman and

01-01-2020

01-01-2020

-

NA

07-07-1963

No

Active

1

Nil

Nil

Nil

Managing Director

PAN- AFSPS4544Q

Executive/

Mr.

Sanjay Panjiyar

DIN- 02846267

Director

31-07-2021

31-07-2021

-

NA

21-06-1964

No

Active

1

Nil

1

Nil

(Operations)

PAN- AHMPS0452P

Executive/

Mr.

Ghanshyam Sharma

DIN- 07090008

13-09-2021

13-09-2021

-

NA

17-05-1965

No

Active

1

Nil

1

Nil

Director (Finance)

PAN- ACCPS6222Q

Executive/

Mr.

Sanjiv Kumar Singh

DIN- 09548389

26-03-2022

26-03-2022

-

NA

05-06-1966

No

Active

1

Nil

Nil

Nil

Director (Mining)

PAN- AFKPA9289E

Non-Executive

Mr.

Shakil Alam

DIN- 09272903

/Govt. Nominee

06-08-2021

06-08-2021

-

NA

15-03-1976

No

Active

1

Nil

Nil

Nil

Director

PAN- ADMPV1173A

Non-Executive

Mr.

Sanjeev Verma

DIN- 08836996

/Govt. Nominee

07-08-2020

07-08-2020

-

NA

26-03-1979

No

Active

1

Nil

Nil

Nil

Director

Annadevara

PAN- ADZPA8659H

Non- Executive/

13

Mr.

Gurunadha Krishna

DIN- 02557375

Independent

03-11-2021

03-11-2021

-

23-08-1976

No

Active

1

1

1

1

months

Prasad

Director

Avinash Janardan

PAN- ABLPB0764E

Non- Executive/

13

Mr.

DIN- 09388571

Independent

03-11-2021

03-11-2021

-

21-04-1960

No

Active

1

1

2

1

Bhide

months

Director

PAN- AJXPV3036F

Non- Executive/

Ms.

Hemlata Verma

DIN- 09549304

Independent

22-03-2022

22-03-2022

-

9 months

12-02-1970

No

Active

1

1

1

Nil

Director

Whether Regular chairperson appointed: Yes

Whether Chairperson is related to managing director or CEO: Shri Arun Kumar Shukla is the Chairman and Managing Director, Hindustan Copper Ltd with effect from 1.1.2020.

$ PAN of any director would not be displayed on the website of Stock Exchange

& Category of directors means executive/non-executive/independent/Nominee. if a director fits into more than one category write all categories separating them with hyphen

* to be filled only for Independent Director. Tenure would mean total period from which Independent director is serving on Board of directors of the listed entity in continuity without any cooling off period.

II. Composition of Committees

Name of Committee	Whether Regular chairperson	Name of Committee	Category (Chairperson/ Executive/ Non- Executive/ independent/	Date of Appointment	Date of
		appointed	members	Nominee) $		Cessation
1.	Audit Committee	Yes	Shri Annadevara Gurunadha	Chairperson Non- Executive/ Independent Director	22-07-2022
			Krishna Prasad
			Smt. Hemlata Verma	Member / Non- Executive/ Independent Director	22-07-2022
			Shri Avinash Janardan Bhide	Member / Non- Executive/ Independent Director	22-07-2022
2.	Nomination & Remuneration Committee	Yes	Shri Avinash Janardan Bhide	Chairperson/ Non- Executive/ Independent Director	02-02-2022
			Smt. Hemlata Verma	Member / Non- Executive/ Independent Director	22-07-2022
			Shri Annadevara Gurunadha	Member / Non- Executive/ Independent Director	22-07-2022
			Krishna Prasad
3.	Risk Management Committee (if applicable)	Yes	Shri Sanjiv Kumar Singh	Chairperson/ Executive/ Director (Mining)	26-03-2022
			Shri Sanjay Panjiyar	Member / Executive/ Director (Operations)	26-03-2022
			Shri Ghanshyam Sharma	Member / Executive/ Director (Finance)	13-09-2021
			Shri Annadevara Gurunadha	Member / Non- Executive/ Independent Director	23-02-2022
			Krishna Prasad
			Shri Sunil Parashar	Head of M&C department	31-12-2019
4.	Stakeholders Relationship Committee	Yes	Shri Avinash Janardan Bhide	Chairperson/ Non- Executive/ Independent Director	22-07-2022
			Shri Sanjay Panjiyar	Member / Executive/ Director (Operations)	22-07-2022
			Shri Ghanshyam Sharma	Member / Executive/ Director (Finance)	13-09-2021
5.	Corporate Social Responsibility Committee	Yes	Smt. Hemlata Verma	Chairperson / Non- Executive/ Independent Director	22-07-2022
			Shri Sanjay Panjiyar	Member / Executive/ Director (Operations)	22-07-2022
			Shri Ghanshyam Sharma	Member / Executive/ Director (Finance)	13-09-2021

$Category of directors means executive/non-executive/independent/Nominee. if a director fits into more than one category write all categories separating them with hyphen

III. Meeting of Board of Directors

Date(s) of Meeting (if any)

Date(s) of Meeting (if any) in the

Whether requirement of Quorum

Total Number of Directors as on the

Number of Directors present*

Number of independentAttending the meeting*

Maximum gap

in the previous quarter

relevant quarter

met*

date of the meeting

(All directors including

between any

Independent Director)

two

consecutive (in

number of

days)

13-08-2022

12.11.2022

Yes

9

8

3

69

03-09-2022

16.12.2022

Yes

9

9

3

33

* to be filled in only for the current quarter meetings

IV. Meetings of Committees

Date(s) of meeting of the

Whether

Total Number of Directors as on

Number of Directors (All

Number of Independent

Number of

Date(s) of meeting of the

Maximum gap between any two consecutive

committee in the

requirement of

date of the meeting

directors including

Directors attending the

members

committee in the previous

meetings in number of days*

relevant quarter

Quorum met

Independent Director)

meeting*

attending the

quarter

(details)*

meeting (other

than Board of

directors)

Audit Committee

12.11.2022

Yes

9

3

3

0

13.08.2022

90

Corporate Social Responsibility Committee

11.11.2022

Yes

9

3

1

0

3.9.2022

68

Nomination and Remuneration Committee

16.12.2022

Yes

9

3

3

0

13.8.2022

124

Stakeholders Relationship Committee

Nil

NA

NA

NA

NA

NA

NIL

NA

Risk Management Committee

Nil

NA

NA

NA

NA

NA

29.7.2022

NA

* This information has to be mandatorily be given for audit committee, for rest of the committees giving this information is optional

**to be filled in only for the current quarter meetings

V. Related Party Transactions

Subject

Compliance status (Yes/No/NA)

Whether prior approval of audit committee obtained

NA

Whether shareholder approval obtained for material RPT

NA

Whether details of RPT entered into pursuant to omnibus approval have been reviewed by the Audit Committee

NA

Note:

1

In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A.. For example, if the Board has been composed in accordance with the requirements of Listing Regulations, "Yes" may be indicated.

Similarly, in case the Listed Entity has no related party transactions, the words "N.A." may be indicated.

2

If status is "No" details of non-compliance may be givenhere.

VI. Affirmations

1. The composition of Board of Directors was not in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as on 31st December,2022. Since number of Independent Directors is less than 50% of total strength of the Board. Three posts of Independent Directors are lying vacant. The Company has requested the ministry of mines, Government of India to fill up the vacant posts. The matter is under consideration of the Government.
2. The composition of the following committees is in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
3. 1. Audit Committee
   2. Nomination & Remuneration Committee
   3. Stakeholders Relationship Committee
   4. Risk management committee (applicable to the top1000 listed entities)
4. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
5. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

5. This report and/or the report submitted in the previous quarter has been placed before Board of Directors. Any comments/observations/advice of the board of directors may be

mentioned here: Report for the previous quarter ended 30-09-2022 was placed in the Board meeting held on 12-11-2022 and report for the quarter ended 31.12.2022 shall be placed in the next Board meeting.

CHHATTAR SINGH SINGHI

Digitally signed by CHHATTAR SINGH SINGHI DN: c=IN, st=West Bengal, 2.5.4.20=f32f681d1b76ee4407c6d9d8aeb5e7081742bb4015a85 d464b03ef0a4964c485, postalCode=700022, street=4 Clyde row kalkata, hastings,Kolkata West Bengal 700022, serialNumber=5e641285a5d061f68e9851b5d73761490e3ab45d 3df32997673b8e840606742a, o=Personal, cn=CHHATTAR SINGH SINGHI, pseudonym=06a7f4cfe20cf954f83d12b743e2899f Date: 2023.01.03 17:22:29 +05'30'

(C S Singhi)

Compliance Officer/ ED (Company Secretary)

Note:

Information at Table I and II above need to be necessarily given in 1st quarter of each financial year. However if there is no change of information in subsequent quarter(s) of that financial year, this information may not be given by Listed entity and instead a statement "same as previous quarter" may be given.