Hindustan Zinc : 51st AGM Notice

HINDUSTAN ZINC LIMITED

Registered Office: Yashad Bhawan, Udaipur-313004

Email: [e-mail], Tel: [phone], Fax: [phone] CIN: L27204RJ1966PLC001208, website: www.hzlindia.com

NOTICE

Notice is hereby given that the 51st Annual General Meeting of the Members of the Company will be held on Friday, 18th August, 2017 at 2.30 PM at the registered office of the company at Yashad Bhawan, Udaipur (Rajasthan) to transact the following business:

ORDINARY BUSINESS

1. To consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2017, together with the reports of the Board of Directors and Auditors thereon.

2. To confirm the payment of interim dividend and special dividend made during the financial year 2016-17.

3. To appoint a Director in place of Mr. Navin Agarwal (DIN: 00006303), who retires by rotation and, being eligible, offers himself for re-appointment as per Article 70 of the Articles of Association of the Company.

4. To ratify the appointment of M/s S.R. Batliboi & Co. LLP, as Statutory Auditors of the Company and in this regard, to consider and pass the following resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to the provisions of Section 139, 141 and 142 and other applicable provisions, if any, of the Companies Act, 2013 read with The Companies (Audit and Auditors ) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and pursuant to the recommendations of the Audit Committee and pursuant to the resolution passed by the shareholders at the 50th Annual General Meeting of the Company held on 28th June, 2016, the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) as Statutory Auditors of the Company be and is hereby ratified to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting at such remuneration and the reimbursement of out of pocket expenses, if any, as may be fixed by the Board of Directors on the recommendation of the Audit Committee."

   SPECIAL BUSINESS

5. To ratify the remuneration of the Cost Auditors for the financial year ending March 31, 2018 and in this regard, to consider and pass the following resolution as an Ordinary Resolution:

   "RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with The Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the payment of remuneration of Rs. 1.80 lakhs (Rupees One lakh eighty thousand only) to M/s K.G. Goyal & Company, Cost Accountants (Firm Registration No. 000017) who were re-appointed by the Board of Directors of the Company as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending March 31, 2018, be and is hereby ratified." RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things and to take all such steps as may be necessary, proper and expedient to give effect to this resolution."

6. To approve payment of remuneration in the form of commission to Non-Executive Directors and in this regard, to consider and pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of section 197 and other applicable provisions, if any, of the Companies Act , 2013 read with the rules notified thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) consent of the members of the Company be and is hereby accorded for payment of remuneration, in addition to the sitting fee for attending the meetings of the Board of Directors or Committees thereof, by way of commission to the Non-executive Directors of the Company, excluding the Officiating Government Directors , if any, an amount not exceeding in the aggregate 1 per cent per annum of the net profits of the Company, computed in the manner referred to in section 198 of the Companies Act 2013, for a period of five financial years commencing from 1st April, 2017, to be distributed in such manner and proportion as may be decided and approved by the Board from time to time."

By Order of the Board For Hindustan Zinc Limited

Place: Mumbai R. Pandwal

Date: April 20, 2017 Company Secretary

NOTES

1) A member entitled to attend and vote at the 51st Annual General Meeting (AGM/Meeting) is entitled to appoint a proxy to attend and vote on poll instead of himself/ herself and such proxy need not be a memberof the Company. The instrument appointing a proxy/ proxies in order to be effective, should be deposited at the registered office of the Company duly completed and signed not less than forty- eight hours (48) before the commencement of the meeting. A Proxy form is enclosed herewith.

A person can act as a proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent (10%) of the total share capital of the Company carrying voting rights. A Member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as proxy for any other person or member.

1. A statement pursuant to Section 102(1) of the Companies Act, 2013 (Act) relating to the special businesses to be transacted at the 51st AGM is annexed hereto. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during business hours except on holidays, up to and including the date of the Annual General Meeting, and also at the Meeting.

2. Information regarding particulars of Directors seeking re-appointment requiring disclosure in terms of Regulation 36 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 [Listing Regulations]; Secretarial Standards on General meetings issued by the Institute of Company Secretaries of India [SS-2]; and the explanatory statement under section 102 of the Act, are annexed as Annexure 1. The Company has received the consent / declaration for re-appointment under the Companies Act, 2013 and the rules thereunder.

3. The Company is providing facility for voting by electronic means (e-voting) through an electronic voting system which will include remote e-voting as prescribed by the Companies (Management and Administration) Rules, 2014 as presently in force and the business set out in the Notice will be transacted through such voting. Information and instructions including details of User ID and password relating to e-voting are provided in the Notice under Note No. 21.

4. Corporate Members intending to send their authorized representative(s) to attend the Meeting pursuant to Section 113 of the Act are requested to send to the Company, a certified copy of the relevant Board Resolution/ Authority Letter/ Power of Attorney, authorizing their representatives together with the specimen signatures of the representative(s) to attend and vote on their behalf at the Meeting.

5. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, August 14, 2017 to Thursday, August 17, 2017 (both days inclusive).

6. The Annual Report for the FY 2016-17 (Annual Report); Notice of 51st AGM along with the attendance slip and Proxy form; notice of e-voting etc. are being sent to the members through e-mail who have registered their email ids with the Company/Depository Participants (DPs)/

   Company's Registrars and Share Transfer Agents, M/s. Karvy Computershare Private Limited (Karvy/ RTA)

   Members are requested to update their preferred e-mail ids with the Company/ DP/ Karvy which will be used for purpose of future communications.

   Members whose email id is not registered are being sent physical copies of the said Annual Report and Notice at their registered address through permitted mode. To support the 'Green Initiative' the members who have not registered their e-mail addresses are requested to register the same with Karvy.

   Members whose e-mail ids are registered with the Company and who wish to receive printed copy of the Annual Report may send their request to the Company at its registered office address "Hindustan Zinc Limited, Yashad Bhawan, Udaipur - 313004 ".

7. The Notice and the Annual report will also be available under the Investor Relations section on the website of the Company www.hzlindia.com.

8. Members, who are holding shares in physical form are requested to address all correspondence concerning registration of transfers, transmissions, sub-division, consolidation of shares or any other share related matters and / or change in address or updation thereof to Company/Karvy. Members, whose shareholding is in electronic format are requested to direct change of address notifications, registration of e-mail address and updation of bank account details to their respective DPs.

9. In case you wish to change/update the NECS/ECS mandate, please write to Company/Karvy. However, for the shares held in demat form, please write to your DP.

10. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.

11. The Company has transferred the unpaid or unclaimed dividends declared upto the financial years 2008-09 from time to time on the respective due dates, to the Investor Education and Protection Fund(IEPF) established by the Central Government.

12. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their DPs with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details with Company/Karvy.

    SEBI has also mandated that for registration of transfer of securities, the transferee(s) as well as transferor(s) shall furnish a copy of their PAN card to the Company.

13. Members who have not encashed the dividend so far in respect of the financial years from 2009-10 to 2016-17 are requested to write to Company/Karvy who shall arrange to send the unclaimed dividend amount.

14. Members/ proxies/ Authorized Representatives are requested to bring to the meeting necessary details of their shareholding, duly filled admission/ attendance slip(s) and copy(ies) of their Annual Report.