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Directors Report of Hindustan Copper Ltd.

Mar 31, 2016

The Directors have pleasure in presenting the forty-eighth Annual Report of Hindustan Copper Ltd. (HCL/the Company) together with the audited statement of accounts and Auditors'' Report thereon for the year ended 31st March, 2016.

1. Performance

Financial Summary or highlights

The comparative working results for the FY 2015-16 vis-a-vis FY 2014-15 are as under:

(Rs. in Crore)

Particulars 2015-16 2014-15

(a) Turnover 1068.95 1127.49

(b) Profit before depreciation, interest & tax 62.82 100.86

(c) Less : Depreciation 16.00 19.73

(d) Less : Interest & Finance Charges 1.44 0.68

(e) Profit before tax 45.38 80.45

(f) Less : Provision for Taxes (including deferred tax) 1.82 12.85

(g) Profit after tax 43.56 67.60

(h) Distributable Profit 43.56 67.60

(i) Add: Balance brought forward from the previous year 1092.35 1059.26

(j) Balance available for appropriation 1135.91 1126.86

i) Dividend 0.00 13.88

ii) Corporate Dividend Tax 0.00 2.83

iii) Amount transferred to General Reserve 0.00 0.00

iv) Depreciation charged from Retained Earning 0.00 17.80

(k) Balance in P&L account to be carried forward 1135.91 1092.35

(l) Earnings per Share(Rs) 0.47 0.73

During 2015-16, the Company posted a Profit before tax (PBT) of Rs. 45.38 Crore as against Rs.80.45 Crore clocked during the previous year registering a decline of around 43.59%. The turnover of the Company was Rs. 1068.95 Crore during FY 2015-16 as against Rs.1127.49 Crore during FY 2014-15 registering a decrease of around 5.19%. The Profit After Tax (PAT) during FY 2015-16 is Rs. 43.56 Crore as against Rs. 67.60 Crore in 2014-15.

Physical performance

The comparative physical performance of production and sales in FY 2015-16 vis-a-vis FY 2014-15 are as under:

Particulars 2015-16 2014-15

Ore (Rs.000 Tonnes) 3,908 3,505

Metal in concentrate (MIC) (Tonnes) 31,578 24,878

Cathode (Tonnes) 23,024 21,205

CC Wire Rod (Tonnes) 26,062 19,576

Sales (Tonnes):

CC Rod 21,125 16,609

Cathode 285 5,032

MIC 2,702 -

Total 24,112 21,641

Ore production of 39.08 lakh MT in 2015-16 is the highest in last 17 years. Overall MIC production during the year is 27% higher as compared to last year. The total sales has increased by 11% over last year and CCR sales has increased by 27%. Sale of 2756 MT CC Rod 19.6 mm to venders of Indian Railways this year has successfully established HCL''s new product.

While the physical performance has shown good improvement in 2015-16, the same could not be reflected in the financial performance mainly due to steep fall in London Metal Exchange prices of Copper by around 21% as compared to previous year.

2. Dividend

Your Directors have not recommended any dividend on equity shares for the year under review.

3. Material Changes if any

No material change and commitment affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of the report.

4. Mine Expansion Schemes

The ongoing mine expansion scheme envisages expansion of Malanjkhand, Khetri, Kolihan and Surda mines, Banwas as an extension of Khetri Mine; re-opening of Rakha and Kendadih mines and development of new mine namely Chapri- Sideshwar to increase mine production to 12.4 Million tonne per annum (Mtpa) from present 3.4 Mtpa. The mine-wise scheme and status is given below:

i. Malanjkhand Copper Project

It is proposed to expand the production capacity of Malanjkhand mine from present 2 Mtpa to 5 Mtpa by developing an underground mine below the existing open cast mine at an estimated cost of Rs.1856.74 Crore. All the approval are in place, Environment Clearance (EC) and National Board for Wild Life (NBWL) has been obtained in 2014-15. Contract Agreement was signed with L1 bidder. The Foundation stone laying of the project had been held on 12.4.2015. Sinking of North Ventilation Shaft and South Ventilation Shaft has commenced during the year.

ii. Khetri and Banwas mine

The proposed expansion of Khetri & Kolihan mine and development of Banwas deposit will increase ore production from existing 1.0 million tonne to 3.1 million tonne per annum. Mine wise status is given below:

Kolihan Mines: For additional shaft sinking & creation of ore handling facilities below 0 mRL environmental clearance obtained on 02.02.2015. Action for floating tender is under process.

Khetri mine: The Engineering Procurement & Construction (EPC) agency for executing the Khetri mine expansion project had been appointed on 15.07.2011 and the work at site started from 16.9.2011. Independent waste handling system commissioned, deepening of production and service shaft has been initiated.

Banwas Mine: Development of Banwas deposit started in May, 2010, and the work is expected to be completed by 2016.

iii. Surda mine expansion

The plan envisages increase in the depth of the mine and enhancement of production capacity from 0.4 million tonne per annum to 0.9 million tonne per annum. Terms of Reference received from Ministry of Environment & Forests (MoEF). Public hearing for Environment Clearance was held on 15.12.2015. Final EIA report prepared and being uploaded to MoEF website.

iv. Re-opening of closed mines at ICC

Company initiated action to re-open closed mines at Singhbum Copper Belt of ICC namely, Kendadih and Rakha mines to produce 0.21 million tonne and 1.5 million tonnes of ore per annum respectively. Mine wise status is given below:

Kendadih mine: The contract for reopening and allied mine development has been awarded to the successful bidder on 04.02.2012. Environmental clearance from MoEF obtained on 20.01.2015, stage-I forest clearance obtained, stage-II forest clearance is awaited.

Rakha mine: Considering the change in market scenario, the Company will implement the project through a mine- developer-and-operator (MDO) route. Environmental clearance of Rakha mining lease obtained on 01.08.2014, stage -I forest clearance obtained, stage -II forest clearance is awaited.

v. Chapri Sideshwar

Considering the change in market scenario, the Company will implement the project through a mine-developer-and- operator (MDO) route. Environmental clearance has been obtained on 01.08.2014, stage -I forest clearance obtained, stage -II forest clearance is awaited. Chapri-Sideshwar mine fall within the Rakha and Kedadih mining lease.

5. Significant or material orders passed by the Regulators or Courts or Tribunals:

No significant or material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

6. Management Discussion and Analysis

A report on Management discussion and analysis of the performance of the Company is given at Annexure-I.

7. Awards and Accolades

i. The Quality Circle team ''Dinkar'' and ''Sahyog'' from Indian Copper Complex and ''Pragatisheel'' and ''Sudhar'' won in Gold Category during the Chapter Convention on Quality Concepts (CCQC), 2015 on 22.9.2014 at Kolkata.

ii. The Quality Circle team ''Dinkar'' and ''Sahyog'' from Indian Copper Complex won in "Excellent and ''Sudhar'' and ''Pragatisheel'' won in ''Excellent'' and ''Distinction'' Category during the National Convention on Quality Concepts (NCQC), 2015 during 6.2.2016 to 8.2.2016 at Kolkata.

iii. HCL received the "Griha Patrika Protsahan Puraskar" for the year 2014-15 from Nagar Rajbhasha Karyanwayan Samity (Upkram), Kolkata, for the Hindi version of House Journal Tamralipi, in a prize distribution ceremony on 29.8.2015.

iv. HCL received the "Protsahan Puraskar" for the year 2014-15 from Nagar Rajbhasha Karyanwayan Samity (Upkram), Kolkata, for achieving excellence in implementation of the Official Language in day-to-day office work.

v. Mines Rescue Team of Khetri Copper Complex won 1st Prize in First Aid Theory and Practical Competition, 2nd Prize in Rescue Practical Competition and 2nd Prize in Rescue Theory Competition in the 46th All India Mines Rescue Competition held at Manendragarh Rescue Station, South Eastern Coalfields Ltd, Manendragarh (Chhattisgarh) from 5.12.2015 to 8.12.2015.

vi. Three members of the team namely, S/Shri Naresh Kumar Katariya (Captain), Sanket Kumar Toshniwal (FAB Controller) and A T Alam (Member), also participated in the Promotional Competition of Rescue based on international norms and won the third prize out of six participating teams.

vii. HCL was awarded the National PR Day Award of Excellence for External & Internal Communication by the Public Relations Society of India, PRSI, Kolkata Chapter on 21.4. 2015, the National PR Day.

viii. Tamralipi, the house journal of HCL, won the In-house Communication Excellence (ICE) Award 2015 conferred by the Shailaja Nair Foundation in the category of Best Cover Page as the First Runner-Up on 6.6.2015.

ix. Tamralipi, the house magazine of the Company was awarded the Bronze Award at the 9th Global Communication Conclave of the Public Relation Council of India, PRCI, held at New Delhi on 13.3.2015 and 14.3 2015.

8. Particulars of Loan, Guarantees or Investments u/s 186 of the Companies Act, 2013

During the year from 01/04/2015 to 31/03/2016: NIL

9. Deposits

The Company has not taken any Deposits covered under or which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

10. Related Party Transactions (RPTs):

The Company has not entered into any contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013. Policy on RPTs and dealing with RPTs has been formulated and put up at the Company''s website at www.hindustancoppr.com.

11. Establishment of Vigil mechanism:

The Company has in place a Whistle Blower Policy which provide adequate safeguards against victimization of employees / directors who avail of the mechanism and also provide for direct access to the chairman of the Audit Committee in exceptional cases. The Policy has been posted at the Company''s website at www.hindustancopper.com.

12. Risk Management Policy

The Board of Directors of the Company has developed and implemented a risk management policy for the Company including identification therein of elements of risk, which in the opinion of the Board, may threaten the existence of the Company.

13. Internal Financial Controls

The Company has in place adequate internal financial control with reference to financial statements commensurate with its size and operations to be followed by the Company, detailing the policies and procedures to be followed.

14. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure-II forming part of this report.

15. Safety

Safety remains high priority area and the Company is always aiming to achieve "Zero Accident". The Company continues to maintain the tradition of attracting recognition for its safety performance and, like previous years, received a number of awards in mine safety as indicated below:

Malanjkhand open cast mine had won the following safety performance award on 13.12.2015 in large opencast mine category under the aegis of DGMS (Nagpur region I&II):

2nd Prize on Use of explosives

3rd Prize on Mine Lighting, HEMM and overall best performance

Five individual first prizes won in 28th Mines safety week competition and the prizes are received at Kotputli, Rajasthan.

Khetri Copper Mine and Kolihan Copper Mine have received award/Prizes in all India Rescue Competition 2015 in the following categories:

1st Prize in First Aid theory and Practical competition

2nd Prize in Rescue Practical competition

2nd Prize in Rescue Theory competition

Besides the above, special training, regular refresher training programmes and on-the-job training are provided to all employees. Safety Campaigns like "Annual Mines Safety Week", "Fire Services Day", "Fire services week" and "Industrial Safety Day" celebrations are conducted regularly with active participation of employees in all the Units of HCL.

16. Corporate Social Responsibility (CSR)

The CSR Report in the prescribed format as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure-III.

17. Vigilance Activities

The Vigilance Department of HCL has been taking proactive preventive vigilance measures, along with expeditious finalization of pending disciplinary cases. Systems improvement measures are being regularly brought to the notice of Management, which has implemented most of the suggestions.

Efforts are also continuing to create more and more awareness about vigilance amongst the officers and employees of the organizations. Besides organizing training, a booklet was also released during the Vigilance Awareness Week- 2015, containing inter-alia, various Do''s & Don''t''s and also ''Some Common Irregularities to be taken note of.

18. Official Language Implementation

During 2015-16, HCL made constant endeavour to increase use of Hindi in its Units/Offices. Raj Bhasha Pakhwara and Hindi Diwas were celebrated in the Units/Offices from 14.9.2015 28.9.2015. The messages of Hon''ble Home Minister, Government of India and CMD, HCL were read out in all Units/Offices on this occasion. Various competitions were organized to enhance interest among employees towards Official Language. Prizes were distributed to the winners. Employees are constantly motivated to use Hindi in their day-to-day official work. Hindi Workshops were conducted in the Units/Offices at regular intervals. During 2015-16, the Company participated in the half-yearly meeting of Town Official Language Committee (PSUs), Kolkata held on 29.8.2015. The Company''s in-house journal "Tamralipi" is published in Hindi and English and distributed among employees regularly and also mailed to the members of the Hindi Advisory Committee. Effort is continuously made to ensure that the Company''s advertisements for recruitment/ tenders, etc., are also published bilingually. The progressive use of Hindi is being reviewed regularly at the Board meetings.

19. Business Responsibility Report:

Pursuant to Regulation 34 (2) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 {SEBI (LODR), 2015}, Business Responsibility Report for 2015-16 describing various initiatives taken by the Company on social, environmental and governance perspective, is attached at Annexure-IV which forms part of this report.

20. Extract of Annual Return:

Extract of Annual Return pursuant to Section 92(3) of the Companies Act, 2013 is given in Annexure-V.

21. Corporate Governance

Corporate Governance Report as per SEBI (LODR), 2015 is given at Annexure-VI forming part of this report together with Statutory Auditors'' Certificate on Corporate Governance.

22. Number of meetings of the Board:

During 2015-16, seven Board meetings were held on 8.4.2015, 28.5.2015, 11.8.2015, 6.11.2015, 23.12.2015, 14.1.2016 and 3.2.2016.

23. Directors'' Responsibility Statement

In terms of Section 134(5) of Companies Act, 2013, your Directors confirm:

(i) That in the preparation of the annual accounts for the year ended 31st March, 2016 the applicable accounting standards had been followed along with proper explanations relating to material departures.

(ii) That such accounting policies have been selected and applied consistently and made adjustments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of 31st March, 2016 and of the Profit and Loss of the Company for the year.

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the annual accounts on a going concern basis.

(v) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

(vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

24. Declaration by Independent Directors:

Independent Directors of the Company have given declaration to the effect that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

25. Familiarization Programme for Independent directors

On joining, Independent directors are familiarized through induction programme / presentation with the overview of business, operations, new projects and business model of the Company. Visit to Units is also organized as per their convenience. They are also updated on the changes / developments including in the relevant statutory / regulatory requirements from time-to-time. Detail of Directors'' Training / Familiarization Programme has been hosted at the Company''s website at www.hindustancopper.com.

26. Code of Conduct

The Company has in place a Code of Conduct applicable to the Directors as well as Senior Management and the same has been circulated to all concerned and posted at the Company''s website www.hindustancopper.com. All Board members and senior management personnel have affirmed compliance of the code for the year ended 31st March, 2016.

27. Directors

Shri Nikunja Bihari Dhal was appointed as part time official Director from 14.9.2015 in place of Shri Arun Kumar who ceased to be Director from 4.8.2015.

Shri Sanjay Kumar Bhattacharya joined as Director (Mining) of the Company from 15.9.2015.

Shri Hemant Mehtani and Smt Simantini Jena appointed as part time non-official (Independent) Director of the Company from 17.11.2015. Shri Dileep Raj Singh Chaudhary and Shri Niranjan Pant appointed as part time non-official (Independent) Director of the Company from 1.12.2015.

Shri S Nanda ceased to be Director (Operations) from 1.2.2016 on superannuation. Shri Santosh Sharma joined as Director (Operations) from 1.3.2016.

Smt. Bulbul Sen ceasesed to be Independent Director from 18.3.2016 on completion of tenure.

The Board places on record its appreciation for the valuable services rendered and contribution made by Shri Arun Kumar, Shri S Nanda and Smt Bulbul Sen during their tenure on the Board.

28. Secretarial Audit Report

M/s N K Associates, Practicing Company Secretaries, has been appointed as Secretarial Auditor for FY 2015-16. Report given by the Secretarial Auditor is given at Annexure -VII to this report. With regard to the observations of the Secretarial Auditor about composition of the Board of Directors of the Company, it is stated that during 2015-16, four part time non- official (Independent) Directors were appointed by the Ministry of Mines (MoM), Govt. of India, (vide order dated 17.11.2015 and 1.12.2015). However, consequent upon completion of tenure of Smt. Bulbul Sen on 18.3.2016 one post of Independent Director has fallen vacant. HCL, being a Government Company and in terms of its Articles of Association, appointment of all Directors on its Board are made by the President of India through orders issued by the MoM. The Company has requested MoM to fill up the vacant post of one Independent Director.

29. Auditors

M/s. A Kayes & Co, Kolkata was appointed as statutory auditors to audit the accounts of the Company for the year 2015- 16.

M/s Chatterjee & Co, Kolkata was appointed as Cost Auditor of the Company for carrying out the cost audit of Copper Ore, Concentrate, Processed Copper and articles thereof and Sulphuric Acid for the year 2015-16.

30. Comments of C&AG

The comments of C&AG under the Companies Act on the accounts of the Company for the year ended 31st March, 2016 are annexed to this report.

31. Appreciation

In conclusion, your Directors wish to place on record their appreciation of the hard work put in by all employees of the Company during the year under review. The Board gratefully acknowledges the valuable guidance and co-operation received from the Ministry of Mines and other Ministries/Departments of the Government of India and the support received from the State Governments of Rajasthan, Jharkhand, Madhya Pradesh, Maharashtra, Gujarat and West Bengal and the Company''s bankers, customers and office bearers of the recognized trade unions of different Units / Head Office. The Board also thanks all shareholders and investors for the trust reposed by them in the Company.

For and on behalf of the Board of Directors

K D Diwan

Chairman-cum-Managing Director

Place: Kolkata

Date: 30.5.2016


Mar 31, 2015

The Shareholders Hindustan Copper Limited Kolkata

The Directors have pleasure in presenting the forty-seventh Annual Report of the Company together with the audited statement of accounts and Auditors' Report thereon for the year ended 31 March, 2015.

1. Financial Summary or highlights

The comparative working results for the FY 2014-15 vis-a-vis FY 2013-14 are as under:

(Rs in Crore)

2014-15 2013-14

Turnover 1127 1616

Profit before depreciation, interest & tax 101 448

Less : Depreciation 20 15

Less : Interest & Finance Charges 1 2

Profit before tax 80 431

Less : Provision for Taxes(including deferred tax) 12 145

Profit after tax 68 286

Add:/(less) Statutory appropriation 0 0

Distributable Profit 68 286

Add: Balance brought forward from the previous year 1059 903

Balance available for appropriation 1127 1189

i) Dividend 14 93

ii) Corporate Dividend Tax 3 16

iii) Amount transferred to General Reserve 0 22

iv) Depreciation charged from Retained Earning 18 0

Balance in P&L account to be carried forward 1092 1059

Earnings per Share(Rs) 0.73 3.10

During financial year (FY) 2014-15 HCL posted a Profit before tax (PBT) of Rs. 80 Crore as against Rs.431 Crore clocked during the previous year registering a decline of around 81.44%. The turnover of the Company was Rs.1127.49 Crore during FY 2014-15 as against Rs.1615.90 Crore during FY 2013-14 registering a decrease of around 30.22%. The total expenditure of the Company declined by about 15.22% by posting a number of Rs.1016.36 Crore as against Rs.1198.75 Crore year-on-year. However the Profit after tax (PAT) during FY 2014- 15 is Rs. 67.60 Crore as against Rs. 286.42 Crore in 2013-14.

2. Dividend

The Board of Directors of your Company have recommended payment of dividend @ 3% on equity, i.e., Re

0.15 per share of Rs. 5/- face value for the year 2014-15, for approval of shareholders in the Annual General Meeting. The outgo on this account will be Rs.13.88 Crore for dividend and Rs. 2.83 Crore towards tax on dividend, aggregating to a total outgo of Rs.16.71 Crore.

3. Material Changes if any

The Company has entered into an agreement to acquire plant & machinery including leasehold land of Jhagadia Copper Limited (JCL)(in liquidation) through Asset Reconstruction Company (India) Ltd. (ARCIL) at a value of Rs. 210 Crore through auction process. The Company has paid an amount of Rs. 105 Crore up to 31st March, 2015 and the balance amount of Rs.105 Crore has been paid in April,2015. The JCL Plant has facilities for manufacture of 50,000 tonnes per annum of LME 'A' grade Copper Cathodes by secondary smelting process.

4. Change in the nature of business:

There has been no change in the nature of Business of the Company

5. Physical performance

The comparative physical performance of production and sales for the year 2014-15 vis-a-vis 2013-14 is as under:

Particulars 2014-15 2013-14

One (000 Tonnes) 3,505 3,827

Metal in concentrate (MIC) (Tonnes) 24,878 32,276

Cathode (Tonnes) 21,205 22,825

CC Wire Rod (Tonnes) 19,576 22,976

Sales (Tonnes):

CCRod 16,609 14,826

Cathode 5,032 7,386

MIC — 8,361

Total 21,641 30,573

Factor Affecting Performance

During 2014-15, adverse performance of the Company can be attributed to the following:

- Steep fall in London Metal Exchange prices of Copper, prices have fallen by 20% by the last quarter of the financial year.

- 21% fall in copper ore grade of Malanjkhand mine which contributes around 65% of the ore production to the Company. Also, submerging of lower benches for a longer period to due to unseasonal rainfall affected by cyclonic storm.

- Stoppage of Surda Mine(Jharkhand) operation from 8.9.2014 due to State Govt. orders pursuant to Hon'ble Supreme Court judgment on operation of mines on deemed renewal basis.

- Extreme water shortage at Khetri Copper Complex (Rajasthan)

Remedial Action

To improve the physical production, the Company has redesigned the Malanjhkhand open pit mine in consultation with IIT, Khagarpur. Jharkhand Government has extended the Surda Mine lease pursuant to the MMDR Amendment Act 2015 and production from the mine is likely to commence after the mobilization of resources is completed by the Contractor. Dewatering system at Malanjkhand mine has been strengthened to take care of excessive rainfall during the year. Necessary steps have been initiated to enhance excavation at MCP open pit mine to expose more ore face which will improve the copper ore grade.

To argument the water availability at Khetri in near term, deepening of four existing wells at Chaonra has been taken up to augment additional 1500 Cu. M / day water supply. As a long term measure, proposal for providing surface water @ 5000 Cu. M /day from Indira Gandhi canal was sent to Govt. of Rajasthan is being actively pursued.

6. Mine Expansion Schemes

The ongoing mine expansion scheme envisages expansion of Malanjkhand, Khetri, Kolihan and Surda mines, Banwas as an extension of Khetri Mine; re-opening of Rakha and Kendadih mines and development of new mine namely Chapri-Sideshwar to increase mine production to 12.4 Million tonne per annum (Mtpa) from present 3.4 Mtpa. The mine-wise scheme and status is given below:

i. Malanjkhand Copper Project

It is proposed to expand the production capacity of Malanjkhand mine from present 2 Mtpa to 5 Mtpa by developing an underground mine below the existing open cast mine at an estimated cost of Rs. 1856.74 Crore.. All the approval are in place, Environment Clearance (EC and National Board for Wild Life (NBWL) has been obtained in 2014-15.The Foundation stone laying of the project had been held on 12.4.2015.

ii. Khetri and Banwas mines

The proposed expansion of Khetri & Kolihan mine and development of Banwas deposit will increase ore production from existing 1.0 million tonne to 3.1 million tonne per annum. Mine wise status is given below:

Kolihan Mines: For additional shaft sinking & creation of ore handling facilities below 0 mRL environmental clearance obtained on 02.02.2015. Action for floating tender is under process.

Khetri mine: The Engineering Procurement & Construction (EPC) agency for executing the Khetri mine expansion project had been appointed on 15.07.2011 and the work at site started from 16.9.2011.

Banwas Mine: Development of Banwas deposit started in May, 2010, and the work is expected to be completed by 2015.

iii. Surda mine expansion

The plan envisages increase in the depth of the mine and enhancement of production capacity from 0.4 million tonne per annum to 0.9 million tonne per annum.

Operation of Surda mine has been stopped since 08.09.2014 as per directives from Govt. of Jharkhand. TWP awaited from ED, Wasteland Development Board.

iv. Re-opening of closed mines at ICC

Company initiated action to re-open closed mines at Singhbum Copper Belt of ICC namely, Kendadih and Rakha mines to produce 1.5 million tonnes and 0.21 million tonne of ore per annum respectively. Mine wise status is given below:

Kendadih mine: The contract for reopening and allied mine development for 4 years has been awarded to the successful bidder on 04.02.2012.Environmental clearance from MoEF obtained on 20.01.2015, stage -I forest clearance obtained, stage -II forest clearance is awaited.

Rakha mine: The contract for reopening and expansion of Rakha Copper mine for 5 years has been

awarded to the successful bidder on 02.07.2013. Environmental clearance of Rakha mining lease obtained on 01.08.2014, stage -I forest clearance obtained, stage -II forest clearance is awaited.

v. Chapri Sideshwar

The Letter of Intent (LoI) was issued to the successful bidder on 08.11.2011 to develop an underground mine at Chapri-Sideshwar to produce 1.5 million tonne of ore per annum. The work shall start after obtaining statutory clearances and restoration of the power facility at site. Chapri-Sideshwar is part of Rakha and Kedadih mining lease. Environmental clearance from MoEF obtained on 20.01.2015, stage -I forest clearance obtained, stage -II forest clearance is awaited.

7. Significant or material orders passed by the Regulators or Courts or Tribunals:

No significant or material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

8. Management Discussion and Analysis

A report on Management discussion and analysis of the performance of the Company is given at Annexure-I.

9. Awards and Accolades

i. During the year 2014-15, the Company received the Tritiya Puraskar (Third Prize) for successful implementation of Hindi as the official language from Town Official Language

ii. Committee (PSUs), Kolkata held on 8th September, 2014. The Hindi edition of House Journal "Tamralipi" of HCL was awarded First Prize by Town Official Language Committee (PSUs), Kolkata under "Rajbhasha Award Scheme-2013-14" on 8th September, 2014.

iii. The Quality Circle team 'Sanshodhan' from Khetri Copper Complex won in Silver Category and two other teams, i.e., 'Adarsh' from Khetri Copper Complex and "Udayan' from Taloja Copper Project won in Bronze Category during the Chapter Convention on Quality Concepts (CCQC), 2014 on 23.09.2014 at Kolkata.

iv. HCL was awarded as the "Organisation with Innovative HR Practices" at the Asia Pacific HRM Congress held during 2011-12 in Bengaluru.

v. HCL has been conferred the SKOCH Order of Merit for CSR project namely ' Systematic Rice Intensification' and has been selected as amongst the best projects in the Country in November, 2014

vi. HCL was endorsed the Rs.50 Most Caring Companies of India' by the World CSR Day.

vii. HCL was awarded the 'The IME Journal Mining Innovation Award' in the field of 'Mining Technology & Ore Recovery with effective Environmental Management, & CSR Initiatives for Sustainable Development on 21st June, 2014 in New Delhi.

10. Particulars of Loan, Guarantees or Investments u/s 186 of the Companies Act, 2013

During the year from 01/04/2014 to 31/03/2015: NIL

11. Deposits

The Company has not taken any Deposits covered under or which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

12. Policy on Related Party Transactions (RPTs):

Policy on RPTs and dealing with RPTs has been formulated and put up at the Company's website at www.hindustancoppr.com.

13. Particulars of Contracts or Arrangements with Related Parties

The Company has not entered into any contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013.

14. Establishment of Vigil mechanism:

The Company has in place a Whistle Blower Policy which provide adequate safeguards against victimization of employees / directors who avail of the mechanism and also provide for direct access to the chairman of the Audit Committee in exceptional cases. The Policy has been posted at the Company's website at www.hindustancopper.com.

15. Risk Management Policy

The Board of Directors of the Company has developed and implemented a risk management policy for the Company including identification therein of elements of risk, which in the opinion of the Board, may threaten the existence of the Company.

16. Internal Financial Controls

The Company has laid down the internal financial controls with reference to financial statements of the Company, to be followed by the Company, detailing the policies and procedures to be followed. The financial statements are passing through the processes of Internal and External (Tax, Cost and Statutory) Audits, before being approved at the meeting of the Board of Directors of the Company.

17. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as Annexure-II forming part of this Report.

18. Safety

Safety remains high priority area and the Company is always aiming to achieve "Zero Accident". The Company continues to maintain the tradition of attracting recognition for its safety performance and, like previous years, received a number of awards in mine safety as indicated below:

Malanjkhand open cast mine had won the following safety performance award on 14.12.2014 in large opencast mine category under the aegis of DGMS (Nagpur region I&II):

1st Prize in Open cast working 2nd Prize on Use of explosives 2nd Prize on overall best performance 3rd Prize in HEMM.

Seven individual prizes & special prize on first aid were won by Mine rescue team in All India Rescue competition 2014-15 held at Ramgarh, Jharkhand.

Five individual first prizes won in 28th Mines safety week competition and the prizes are received at Kotputli, Rajasthan.

Two first prize, two second prize and three 3rd prizes were won by individuals in trade test for mines workmen and the prizes were distributed at Kotputli, Rajasthan.

Besides the above, special training, regular refresher training programmes and on-the-job training are provided to all employees. Safety Campaigns like "Annual Mines Safety Week", "Fire Services Day", "Fire services week" and "Industrial Safety Day" celebrations are conducted regularly with active participation of employees in all the Units of HCL.

19. Corporate Social Responsibility and Sustainability (CSR&S)

The CSR&S activities in the prescribed format as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in Annexure-III.

20. Vigilance Activities

The focus has been on preventive vigilance through institutional mechanism so as to make the preventive vigilance effective. A large number of suggestions for system improvement have been given by the Vigilance Department to the Management, primarily with the aim of making the systems more transparent. Vigilance Department is also making efforts to sensitize the employees about the need to exercise vigilance by one and all. Special seminars are being conducted both at the Corporate Office, as well as, various Units to create vigilance awareness in true spirit.

21. Official Language Implementation

During the year, HCL made constant endeavours to increase use of Hindi in its Units/Offices. Raj Bhasha Pakhwara and Hindi Diwas were celebrated in the Units/Offices from 14th to 28th September, 2014. The messages of Hon'ble Home Minister, Govt of India and CMD, HCL were circulated /read out in all Offices/Units on this occasion. Various competitions were organized with a view to enhance interest among employees towards Official Language. Prizes were distributed to the winners. Employees are constantly motivated to use Hindi in their day-to-day official work. Hindi Workshops were conducted in the Units/Offices at regular intervals. Regular review of progressive use of Hindi and difficulties faced were carried out in Quarterly meetings of Official Language Implementation Committee under the Chairmanship

of CMD at Corporate Office and Unit Heads in Units. The progressive use of Hindi is being reviewed regularly at the Board meetings.

22. Integrity Pact:

The Company enters into an Integrity Pact with the suppliers/contractors with the threshold value of Rs.20 crores in case of Purchase Orders and Rs.10 crores for Works contract, in line with the MoU signed by HCL with TII.

23. Corporate Governance

A report on Corporate Governance as per SEBI directives and stock exchange listing requirement is given at Annexure-IV forming part of this report together with statutory auditors' certificate on corporate governance.

24. Extract of Annual Return:

Extract of Annual Return pursuant to Section 92(3) of the Companies Act, 2013 is given in Annexure-V.

25. Number of meetings of the Board:

During 2014-15, six meetings of the Board were held on 24.5.2014, 13.8.2014, 13.11.2014, 4.12.2014, 5.2.2015 and 3.3.2015.

26. Directors' Responsibility Statement

In terms of Section 134(5) of Companies Act, 2013, your Directors confirm:

(i) That in the preparation of the annual accounts for the year ended 31 March, 2015 the applicable accounting standards had been followed along with proper explanations relating to material departures.

(ii) That such accounting policies have been selected and applied consistently and made adjustments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of 31 March, 2015 and of the Profit or Loss of the Company for the year.

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the annual accounts on a going concern basis.

(v) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

(vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

27. Declaration by Independent Directors:

Independent Directors of the Company have given declaration to the effect that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

28. Familiarization Programme for Independent directors as per Clause 49

On joining, Independent directors are familiarized through induction programme / presentation with the overview of business, operations, new projects and business model of the Company. Visit to units is also organized as per their convenience. They are also updated of the changes / developments including in the relevant statutory / regulatory requirements from time to time. Detail of Directors' Training / Familiarization Programme has been posted at the Company's website at www.hindustancopper.com.

29. Code of Conduct

The Company has in place a Code of Conduct applicable to the Directors as well as Senior Management and

the same has been circulated to all concerned and posted at the Company's website www.hindustancopper.com. All Board members and senior management personnel have affirmed compliance of the code for the year ended 31 March, 2015.

30. Directors / key managerial Personnel

Shri Avijit Ghosh ceased to be Director (Mining) from the close of working hours on 31.12.2014 consequent upon his appointment as CMD, Heavy Engineering Corporation Limited.

S/Shri Gyan P Joshi, Puneesh Kumar Kapoor and Arvind Sahay ceased to be part-time non-official (Independent) Directors on completion of their tenure on 6.2.2015.

Shri Virendra Kumar Srivastava resigned from the post of part-time non-official (Independent) Director due to personal reason from 13.4.2015.

The Board places on record its appreciation for the valuable services rendered and contribution made by S/Shri Avijit Ghosh, Gyan P Joshi, Puneesh Kumar Kapoor, Arvind Sahay and Virendra Kumar Srivastaav during their tenure on the Board.

31. Secretarial Audit Report:

M/s N K Associates, Practicing Company Secretaries, has been appointed as Secretarial Auditor for FY 2014-15. Report given by the Secretarial Auditor pursuant to Section 204 (1) of the Companies Act, 2013 and Management reply on the comments / observations by the Secretarial Auditor are annexed to this report.

32. Auditors

M/s.A Kayes & Co, Kolkata was appointed as statutory auditors to audit the accounts of the Company for the year 2014-15.

M/s Chatterjee & Co, Kolkata was appointed as Cost Auditor of the Company for carrying out the cost audit of Copper Ore, Concentrate, Processed Copper and articles thereof and Sulphuric Acid for the year 2014-15.

33. Comments of C&AG

The comments of C&AG under the Companies Act on the accounts of the Company for the year ended 31 March, 2015 are annexed to this report.

34. Particulars of Employees

The Company did not have any employee in the category specified in Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

35. Appreciation

In conclusion, your Directors wish to place on record their appreciation of the hard work put in by all employees of the Company during the year under review. The Board gratefully acknowledges the valuable guidance and co-operation received from the Ministry of Mines and other Ministries/Departments of the Government of India and the support received from the State Governments of Rajasthan, Jharkhand, Madhya Pradesh, Maharashtra and West Bengal and the Company's bankers, auditors, C&AG, customers and office bearers of the recognized trade unions of different Units / Head Office. The Board also thanks all shareholders and investors for the trust reposed by them in the Company.

For and on behalf of the Board of Directors

Place: New Delhi K D Diwan Date: 28.5.2015 Chairman-cum-Managing Director


Mar 31, 2014

The Shareholders

Hindustan Copper Limited

Kolkata

The Directors have pleasure in presenting the forty-sixth Annual Report of the Company together with the audited statement of accounts and Auditors'' Report thereon for the year ended 31 March, 2014.

1. Financial Review

i. Financial Performance

The comparative working results for the FY 2013-14 vis-à-vis FY 2012-13 are as under:

(Rs. in crore) 2013-14 2012-13

(a) Turnover 1616 1475

(b) Profit before depreciation, interest & tax 448 426

(c) Less : Depreciation 15 18

(d) Less : Interest & Finance Charges 2 4

(e) Profit before tax 431 404

(f) Less : Provision for Taxes (including deferred tax) 145 48

(g) Profit after tax 286 356

(h) Add:/(less) Statutory appropriation 0 0

(i) Distributable Profit 286 356

(j) Add: Balance brought forward from the previous year 903 682

(k) Balance available for appropriation 1189 1038

i) Dividend 93 93

ii) Corporate Dividend Tax 16 16

iii) Amount transferred to General Reserve 22 26

(l) Balance in P&L account to be carried forward 1059 903

(m) Earnings per Share(Rs.) 3.10 3.84

During financial year (FY) 2013-14 HCL posted a Profit before tax (PBT) of Rs.431 Crore as against Rs.404 Crore clocked during the previous year registering a rise of around 6.68%. The turnover of the Company was Rs.1615.90 Crore during FY 2013-14 as against Rs.1475.27 Crore during FY 2012-13 registering an increase of around 9.53% .The total expenditure of the Company declined by about 0.70% by posting a number of Rs.1206.82 Crore as against Rs.1214.56 Crore year-on-year. However the Profit After Tax (PAT) during FY 2013-14 is Rs.286.42 Crore as against Rs.355.64 Crore in 2012-13.

ii. Dividend

The Board of Directors of your Company have recommended payment of dividend @ 20% on equity, i.e., Rs.1/- per share of Rs.5/- face value for the year 2013-14, for approval of shareholders in the Annual General Meeting. The outgo on this account will be Rs.92.52 Crore for dividend and Rs.15.72 Crore towards tax on dividend, aggregating to a total outgo of Rs.108.24 Crore.

iii. Transfer to Reserves

Your Directors have proposed to transfer Rs.21.75 Crore to General Reserve account from the profits available for appropriation.

2. Physical Performance

The comparative physical performance of production and sales for the year 2013-14 vis-a-vis 2012-13 is as under:

Particulars 2013-14 2012-13

Ore (''000 Tonnes) 3,827 3,657

Metal in concentrate (MIC) (Tonnes) 32,276 29,285

Cathode (Tonnes) 22,825 24,210

CC Wire Rod (Tonnes) 22,976 20,368

Sales (Tonnes):

CCRod 14,826 20,729

Cathode 7,386 3,783

MIC 8,361 1,330

Total 30,573 25,842

Highlights:

- Ore production of 38.27 lakh tonnes during the year is the highest in last 15 years and 5 % higher as compared to the previous year.

- Metal -in-Concentrate (MIC) production of 32,276 MT during the year is the highest in last 12 years and 10% higher as compared to the previous year.

- CC Rod production of 22,976 MT during the year is 13% higher as compared to the previous year.

- Sales performance is about 18% higher as compared to the previous year.

Factor Affecting Performance

Breakdown of Crusher, loader, loco and hoisting systems at Khetri and Kolihan underground mines of Khetri Copper Complex (KCC) and backlog of mine development restricted the achievement of higher ore production.

Remedial Action

Company has made a comprehensive Replacement & Renewal (R & R) plan for the year 2014-15 to improve the reliability and availability of the equipment deployed for production in both open cast and underground mines. An amount of Rs.38.0 Crore has been allocated by the Company under R&R budget.

Necessary steps have been initiated to enhance excavation at MCP open pit mine to expose more ore faces.

Major overhauling of ICC Smelter & Refinery has been done during the year 2013-14 for enhanced cathode production on a sustained basis.

3. Product wise Sales Performance

Sales performance is about 18% higher as compared to previous year. Item-wise break-up of sales is as follows:

(in MT)

Products 2013-14 2012-13

CC Rod 14,826 20,729

Cathode 7,386 3,783

Metal In Concentrate (MIC) 8,361 1,330

Total 30,573 25,842

4. Status of Disinvestment

During the year, the Government of India, pursuant to SEBI guidelines for ''Offer for Sale'' through the Stock Exchange mechanism sold 3,71,19,152 equity shares out of its existing shareholding in the Company on 3rd July,2013 and mobilized an amount of Rs.259.84 Crores. Consequently, the Government shareholding in the Company has come down from 94.01% to 90% making the Company compliant with SEBI requirement of 10% Minimum Public Shareholding in listed Public Sector Companies.

5. Mine Expansion Schemes

The ongoing mine expansion scheme envisages expansion of Malanjkhand, Khetri, Kolihan and Surda mines, Banwas as an extension of Khetri mine; re-opening of Rakha and Kendadih mines and development of new mine namely Chapri-Sideshwar to increase mine production to 12.4 Million tonne per annum (Mtpa) from present 3.4 Mtpa. The minewise scheme and status is given below:

i. Malanjkhand Copper Project

It is proposed to expand the production capacity of Malanjkhand mine from present 3 Mtpa to 5 Mtpa by developing an underground mine below the existing open cast mine at an estimated cost of Rs.1856.74 Crore. CCEA approved the investment proposal in September, 2011 and Letter of Intent (LoI) was issued to the successful bidder. For operation of the mine up to 5 Mtpa capacities, HCL has taken steps for obtaining fresh Environment Clearance (EC) as per statute requirement. The Ministry of Environment & Forests (MoEF) recommended the Project for EC on 17.06.2013 subject to obtaining clearances from the Standing Committee of National Board for Wild Life (NBWL). On 29.07.2013, State Board for Wild Life has considered the proposal and forwarded to NBWL for consideration. The work on the project shall commence as soon as the statutory clearance from NBWL for the project is in place.

ii. Khetri and Banwas mines

The proposed expansion of Khetri & Kolihan mine and development of Banwas deposit will increase ore production from existing 1.0 million tonne to 3.1 million tonne per annum. Mine wise status is given below:

Khetri mine: The Engineering Procurement & Construction (EPC) agency for executing the Khetri mine expansion project had been appointed on 15.07.2011 and the work at site started from 16.9.2011.

Banwas Mine: Development of Banwas deposit started in May, 2010, and the work is expected to be completed by 2015.

iii. Surda mine expansion

The plan envisages increase in the depth of the mine and enhancement of production capacity from 0.4 million tonne per annum to 0.9 million tonne per annum.

The contract for shaft sinking and allied mine development has been awarded to the successful bidder on 18.11.2011. For operation of the mine up to 0.9 Mtpa capacity and lease renewal, HCL has taken steps for obtaining fresh EC as per statute requirement.

iv. Re-opening of closed mines at ICC

Company initiated action to re-open closed mines at Singhbum Copper Belt of ICC namely, Kendadih and Rakha mines to produce 1.5 million tonnes and 0.21 million tonne of ore per annum respectively. Minewise status is given below:

Kendadih mine: The contract for reopening and allied mine development for 4 years has been awarded to the successful bidder on 04.02.2012.

Rakha mine: The contract for reopening and expansion of Rakha Copper mine for 5 years has been awarded to the successful bidder on 02.07.2013.

v. Chapri Sideshwar

The Letter of Intent (LoI) was issued to the successful bidder on 08.11.2011 to develop an underground mine at Chapri-Sideshwar to produce 1.5 million tonne of ore per annum. The work shall start after obtaining statutory clearances and restoration of the power facility at site. Chapri-Sideshwar is part of Rakha and Kedadih mining lease.

6. Green Field Exploration

The Company has applied for prospecting lease (PL), mining lease (ML) and Reconnaissance Permit (RP) in the States of Rajasthan, Jharkhand, MP and Haryana. The status of the fresh lease applications is given below:

i. Mining Lease application submitted for Dhobani Pathargora Intervening Block and has already been scrutinized in the district level.

ii. Reconnaissance Permit deed was signed with Government of Madhya Pradesh on 04.03.2013 for reconnaissance survey for Copper and associated minerals over an area of 580.73 square kilometers in Balaghat District of Madhya Pradesh.

iii. The other areas applied for Mining Lease are in the state of Jharkhand at Dhatkidli Trildih Block in the adjoining district of Saraikala and Nandup-Talsa Block.

Regular follow up is being done with the concerned authorities for obtaining the permits and leases.

During the year, the Company has undertaken surface core exploratory drilling of 9,912 meters & 6072 meters at Chandmari Intervening Block at Khetri Copper Complex and Surda mine respectively. The results of the exploration drillings are encouraging.

7. Safety

Safety remains high priority area and the Company is always aiming to achieve "Zero Accident".

The Company continues to maintain the tradition of attracting recognition for its safety performance and, like previous years, received a number of awards in mine safety as indicated below:

i. KCC Group won 1st Prize on "First Aid Competition" on 27th Mine Safety Week, Ajmer Region in 2013-14.

ii. KCC Group won Two Special Prizes & Seven individual prizes in All India Rescue Competition in 2013-14.

iii. Nagpur Zone-II, under jurisdiction of DGMS, Malanjkhand Mine won prizes in Nine categories in Mine Safety Competition 2013 - 2014.

Besides the above, special training, regular refresher training programmes and on-the-job training are provided to all employees. Safety Campaigns like "Annual Mines Safety Week", "Fire Services Day", and "Industrial Safety Day" celebrations are conducted regularly with active participation of employees in all the Units of HCL.

8. Management Discussion and Analysis

A report on Management discussion and analysis is placed at Annexure–I.

9. Corporate Social Responsibility and Sustainability

HCL adheres to the Corporate Governance principles of corporate citizenship and embraces the principles laid down in United Nations Global Compact (UNGC). HCL''s Corporate Social Responsibility & Sustainability (CSR&S) objectives are suitably aligned with that of Millennium Development Goals (MDGs). HCL''s CSR&S policy encompasses the Company''s philosophy behind its social initiatives and responsibilities and outlines the framework for undertaking CSR Projects/ Programs for welfare and sustainable development of the community at large. As per the revised DPE guidelines on Corporate Social Responsibility & Sustainability(CSR&S), the Board approved CSR&S budget of Rs.7.11 crores ( 2 % of PAT of 2012-13) for FY 2013-14 against which an amount of Rs.7.11 crores have been spent during the year.

The Company''s CSR activities were implemented at 26 selected villages located in the periphery of each of its three major Units viz., Indian Copper Complex (ICC) at Ghatshila (Jharkhand), Khetri Copper Complex (KCC) at Khetri (Rajasthan) and Malanjkhand Copper Project (MCP) at Malanjkhand (Madhya Pradesh) through Non-Governmental Organizations (NGOs). The focal areas of CSR activities include Water Management, Renewable Energy Programmes, Health & Sanitation, Educational Infrastructure Development, Livelihood Promotion, Agriculture Development and Animal Husbandry. The Company received the Odisha CSR Best CSR Practices Award 2014 and Global CSR and Leadership Excellence Award by the World CSR Congress.

10. Corporate Communications

The Company continued to strengthen its communication with the external as well as internal stakeholders in adequate measure. Samvad, a Mass Communication Exercise, has been a new in-house initiative for dissemination of company information across all levels of the Company. Samvad has proved to be an effective in-house communication tool instrumental in enhancing employee motivation and sense of belongingness, boosting team spirit and bringing in awareness about the need of cost cutting to enhance production, productivity and profitability.

11. Awards and Accolades

i. Successful showcasing of the Company through quality presentations in the national and international forums brought home the Skoch Renaissance Award for Corporate Leadership and Turnaround, NIPM National Award (Runner-up trophy) for Best HR Practices

ii. The Company pavilion at the 5th International Mining, Exploration, Mineral Processing Technology, Metals & Machinery Exhibition in Kolkata was awarded with the Commendation Trophy for Design and Concept (National Category).

iii. During the year 2013-14, the Company participated in the half-yearly meeting of Town Official Language Committee (PSUs), Kolkata held on 30 August, 2013. The Hindi edition of House Journal "Tamralipi" of HCL was awarded by Town Official Language Committee (PSUs), Kolkata under "Rajbhasha Award Scheme-2012-13" on 30th August, 2013.

iv. Two Quality Circle Projects from Indian Copper Complex viz. Dinkar and Sahyog took part at the National Convention on Quality Concepts - NCQC 2013, held at the Techno India University, Kolkata, from 20.12.2013 to 23.12.2013 and were respectively ranked "Par Excellence" (equivalent to Gold Medal) and "Excellent" equivalent to Silver Medal.

v. The World CSR Congress awarded Global CSR Excellence and Leadership Award to Hindustan Copper Limited for Developing Sustainable Strategies in an event organized at Taj Lands End, Mumbai, on 18.02.2014.

vi. Shri K D Diwan, CMD, HCL, was felicitated with the CEO of HR Orientation Award at the IPE Asia pacific HRM Congress 2013 held at Bengaluru on 05.09.2013

12. Vigilance Activities

Focus is on preventive vigilance through improvement of systems and procedures, enhancement of transparency and bringing information to public domain. Surprise checks and inspections were conducted, contracts critically examined and findings shared with the management for implementation along with inputs on systems strengthening as is prevalent in other PSUs.

13. Official Language Implementation

During the year, HCL made constant endeavour to increase use of Hindi in its Units/Offices. Raj Bhasha Pakhwara and Hindi Diwas were celebrated in the Units/Offices from 14th to 28th September, 2013. The messages of Hon''ble Home Minister, Govt of India and CMD, HCL were circulated / read out in all Offices/Units on this occasion. Various competitions were organized with a view to enhance interest among employees towards Official Language. Prizes were distributed to the winners. Employees are constantly motivated to use Hindi in their day-to-day official work. Hindi Workshops were conducted in the Units/Offices at regular intervals. Regular review of progressive use of Hindi and difficulties faced were carried out in Quarterly meetings of Official Language Implementation Committee under the Chairmanship of CMD at Corporate Office and Unit Heads in Units. The progressive use of Hindi is being reviewed regularly at the Board meetings.

14. Corporate Governance

A report on Corporate Governance as per SEBI directives and stock exchange listing requirement is given at Annexure-II forming part of this report together with statutory auditors'' certificate on corporate governance.

15. Code of Conduct

The Company has in place a Code of Conduct applicable to the Directors as well as Senior Management and the same has been circulated to all concerned and posted at the Company''s website www.hindustancopper.com. All Board members and senior management personnel have affirmed compliance of the code for the year ended 31 March, 2014.

16. Directors'' Responsibility Statement

In terms of Section 134(5) of Companies Act, 2013, your Directors confirm:

(i) That in the preparation of the annual accounts for the year ended 31 March, 2014, the applicable accounting standards had been followed along with proper explanations relating to material departures.

(ii) That such accounting policies have been selected and applied consistently and made adjustments and estimates which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of 31 March, 2014 and of the Profit or Loss of the Company for the year.

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the annual accounts on a going concern basis.

(v) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

(vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

17. Directors

S/Shri Raajnish Gossain and Apurba Kumar Sarmah ceased to be Directors on completion of their tenure on 22 September, 2013.

Shri V V Venugopal Rao appointed as Director (Finance) and joined with effect from 10 September, 2013.

S/Shri U D Choubey, V K Srivastava and Ashok Kumar Singh appointed as part time Non- Official Directors with effect from 22 October, 2013.

The Board places on record its appreciation for the valuable services rendered and contribution made by S/Shri Raajnish Gossain and Apurba Kumar Sarmah during their tenure on the Board of HCL.

18. Auditors

M/s. A Kayes & Co, Kolkata and M/s. SRI Associates, Kolkata were appointed as joint statutory auditors to audit the accounts of the Company for the year 2013-14.

M/s Chatterjee & Co, Kolkata was appointed as Cost Auditor of the Company for carrying out the cost audit of Copper Ore, Concentrate, Processed Copper and articles thereof and Sulphuric Acid for the year 2013-14.

19. Comments of C&AG

The comments of C&AG on the accounts of the Company for the year ended 31 March, 2014 under the Companies Act are annexed to this report.

20. Particulars of Employees In terms of Section 217(2A) (a) of the Companies Act, 1956

There was no employee of the Company who received remuneration in excess of the limits prescribed under Section 217(2A) (a) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

21. Appreciation

In conclusion, your Directors wish to place on record their appreciation of the hard work put in by all employees of the Company during the year under review. The Board gratefully acknowledges the valuable guidance and co-operation received from the Ministry of Mines and other Ministries/Departments of the Government of India and the support received from the State Governments of Rajasthan, Jharkhand, Madhya Pradesh, Maharashtra and West Bengal and the Company''s bankers, auditors, C&AG, customers and office bearers of the recognized trade unions of different Units / Head Office. The Board also thanks all shareholders and investors for the trust reposed by them in the Company.

For and on behalf of the Board of Directors

K D Diwan

Chairman-cum-Managing Director

(DIN 01829545) Place: New Delhi

Date : 24.5.2014


Mar 31, 2013

The Shareholders Hindustan Copper Limited Kolkata

The Directors have pleasure in presenting the forty fifth annual report of the Company together with the audited statement of accounts and auditors'' report thereon for the year ended 31 March, 2013.

1. Financial Review

i. Financial Performance

The comparative working results for the FY 2012-13 vis-a-vis FY 2011-12 are as under:

(Rs. in crore)

2012-13 2011-12

(a) Turnover 1475 1638

(b) Profit before depreciation, interest & tax 426 492

(c) Less: Depreciation 18 18

(d) Less: Interest & Finance Charges 4 1

(e) Profit before tax 404 473

(f) Less: Provision for Taxes (including deferred tax) 48 150

(g) Profit after tax 356 323

(h) Add:/(less) Statutory appropriation 0 0

(i) Distributable Profit 356 323

(j) Add: Balance brought forward from the previous year 682 491

(k) Balance available for appropriation 1038 814

i) Dividend 93 93

ii) Corporate Dividend Tax 16 15

iii) Amount transferred to General Reserve 26 24

(l) Balance in P&L account to be carried forward 903 682

(m) Earnings per Share(Rs.) 3.84 3.50

During FY 2012-13 HCL posted a Profit before tax (PBT) of Rs.404 crore as against Rs.473 crore clocked during the previous year registering a fall of around 14.66%. This has been mainly due to a fall in production of in-house Metal-In-Concentrate as well as lower sales volume of finished copper products partially offset by selling price gain and provisions written back. However the Profit after tax (PAT) during FY 2012-13 logged a growth of about 9.95% by achieving a number of Rs.356 crore thereby registering the highest ever net profit in the history of the Company since inception due to the deferred tax liability amounting to Rs.57.23 crore written back as pointed out by CAG auditors.

ii. Dividend

Your Company proposes to follow the dividend policy guidelines issued by the Department of Expenditure. Ministry of Finance which requires all profit making PSEs to declare a minimum dividend on equity of 20% or a minimum dividend pay out of 20% of post tax profits, whichever is higher. In conformity with this policy, the Board of Directors of your Company have recommended payment of dividend @ 20% on equity i.e. Re 1/- per share of Rs.5/- face value for the year 2012-13, for approval of shareholders in the annual general meeting. The outgo on this account will be Rs.92.52 crore for dividend and Rs.15.72 crore towards tax on dividend, aggregating to a total outgo of Rs.108.24 crore. Your Directors have proposed to transfer Rs.26.71 crore to General Reserve account from the profits available for appropriation.

2. Physical Performance

The comparative physical performance of production and sales for the year 2012-13 vis-a-vis 2011-12 is as under:

Particulars 2012-13 2011-12

Ore (''000 tonnes) 3,657 3,479

Metal- in- concentrate (MIC) (tonnes) 29,285 31,377

Cathode (tonnes) 24,210 28,358

CC Wire Rod (tonnes) 20,368 26,310

Sales(tonnes):

CC Rod 20,729 24,672

Cathode 3,783 2,719

MIC 1,330 4,122

Ore production of 36.57 lakh tonnes during the year is the highest in last 13 years and 105% of the corresponding production in the previous year.

Metal-in-Concentrate (MIC) production of 29,285 tonnes during the year is 93% compared to previous year. Cathode production of 24,210 tonnes (including tolled cathode) is 86% compared to the previous year.

Wire rod production of 20,368 tonnes during the year is 77% compared to the previous year.

Factors Affecting Performance

Repeated breakdown of crushing and hoisting systems at Kolihan and Khetri underground mines of Khetri Copper Complex (KCC) and backlog of mine development restricted achievement of higher ore production. Ore production at Malanjkhand Copper Project (MCP) suffered due to shortfall in excavation work (over burden removal) on account of breakdown of loading equipment and low availability of hauling equipment. MIC production during the year suffered due to low grade of mined ore at MCP and low process recovery of Concentrator Plant at KCC. Also, delay in providing transport challan from District Mining Office caused less production of MIC at Indian Copper Complex (ICC).

Cathode production suffered due to collapse of flash furnace roof at ICC, for which the plant was under shutdown for about 35 days during the year.

Remedial Action

Since majority of KCC & MCP equipment are more than 30 years of age therefore they are prone to frequent breakdown, the Company has made a comprehensive Replacement & Renewal (R&R) plan during the year 2013-14 in order to improve the reliability and availability of the equipment deployed in both underground and open cast mines, for which an amount of Rs.38.0 Crore has been allocated by the Company under R&R budget.

Necessary steps have been initiated to enhance excavation at MCP open pit to expose additional ore face. Also, 124 ML new level at Kolihan underground mine at KCC is scheduled to be commissioned for production during 2013-14. Besides, major overhauling of ICC smelter & refinery has been planned during 2013-14 to improve process efficiency and to get enhanced cathode production on a sustained basis.

3. Product wise sales Performance

The Company maintained innovative LME price linked multiple pricing options open to all customers for booking of material on HCL website. Item wise break up of sales is as follows:

(in MT)

Products 2012-13 2011-12

CC Rod 20,729 24,672

Cathode 3,783 2,719

Metal In Concentrate (MIC) 1,330 4,122

Total 25,842 31,513

4. Status of Disinvestment

During the year, the Government of India, pursuant to SEBI guidelines for ''Offer for Sale'' through the Stock Exchange mechanism has sold 5,16,04,148 equity shares (5.58%) from out of its existing shareholding in the Company on 23 November, 2012 and mobilized an amount of Rs.807.92 crores. Consequent to the above disinvestment of shares, the Government shareholding in the Company has come down from 99.59% to 94.01%. In order to comply with 10% Minimum Public Shareholding (MPS) for listed Public Sector Companies as per SEBI guidelines, at least 4.01% Government equity in the Company to be further divested before 8 August, 2013.

5. Mine Expansion Schemes

The Company has rolled out the mine expansion plan to increase mine production to 12.4 Million tonne from present 3.4 Million Tonne. The scheme envisages expansion of Malanjkhand, Khetri, Kolihan and Surda mines, Banwas as an extension of Khetri Mine; re-opening of Rakha and Kendadih mines and development of new mines namely Chapri-Sidheswar. The mine wise scheme and status is given below:

i. Malanjkhand Copper Project

It is proposed to expand the production of Malanjkhand mine from 2 million tonne to 5 million tonne per annum by developing an underground mine below the existing open cast mine at an estimated cost of Rs.1856.74 crore. CCEA has approved the investment proposal in September, 2011 and Letter of Intent (LoI) was already issued to the successful bidder. The work on the project will commence as soon as environmental clearance for the project is in place. Expert Appraisal Committee (EAC) of Ministry of Environment & Forests (MoEF) has recommended the Project for Environmental Clearance in its meeting held on 29.08.2012 and a formal letter from MoEF in this regard is awaited.

ii. Khetri, Kolihan and Banwas mine

The proposed expansion of Khetri & Kolihan mines and development of Banwas deposit will increase ore production from 1.0 million tonne to 3.1 million tonne per annum.

Banwas: Work for mine construction & development on Banwas mine has started in May, 2010. The work is expected to complete by 2014.

Khetri Mine: The EPC agency for executing the work has been appointed and the work at site has stated from 16.9.2011. The cost of the project is Rs.96.77 crore.

Kolihan Mine: Tender for Kolihan mine had to be discharged for technical reasons followed by litigation by the lowest bidder. The Court case has since been disposed off and fresh two stage bid process has been started. Request for Qualification (RFQ) was already issued to shortlist the prospective bidders. Awarding of jobs to prospecting Bidders is in progress

iii. Surda mine expansion

The plan envisages increase in the depth of the mine and enhancement of production capacity from 0.4 million tonne per annum to 0.9 million tonne per annum.

The project cost is Rs 206.34 crore and EPC contract for shaft sinking and allied mine development has been awarded to the successful bidder on 18.11.2011.

iv. Re-opening of closed mines at ICC

Company has initiated action to re-open closed mines at Singbhum Copper Belt of ICC namely, Rakha and Kendadih mines to produce 1.5 million tonnes and 0.21 million tonne of ore per annum respectively.

v. Kendadih Mine:

EPC contract for reopening and allied mine development for 4 years has been awarded to the successful bidder on 04.02.2012 at a cost of Rs.73.84 crore.

vi. Rakha Mine:

Financial bids for the tender have been received. The L-1 bidder is not a qualified applicant but took part in the RFP on the basis of order of the Hon''ble Calcutta High Court. The L-1 bidder has gone to Calcutta High Court for award of the contract to him. As per the direction of the Hon''ble Calcutta High Court the process of awarding the contract to L-1 bidder is in progress.

vii. Chapri Sideshwwar

It is proposed to develop an underground mine at Chapri-Sideshwar to produce 1.5 million tonnes of ore per annum.

The project cost is Rs.256.50 crore and Letter of Intent (LoI) to the successful bidder has been issued on 08.11.2011. The work will start after the power facility has been restored at site.

6. Green Field Exploration

The Company has applied for prospecting (PL), mining (ML) and Reconnaissance Permit (RP) in the State of Rajasthan, Jharkhand, MP and Haryana. The status of the fresh lease applications is given below:

i) Reconnaissance permit (RP) deed has been signed with Government of Madhya Pradesh on 04.03.2013 for reconnaissance survey for Copper and associated minerals over an area of 580.73 square kilometers in Balaghat District Madhya Pradesh. The Company plans to start the work during this fiscal.

ii) Mining Lease application has been submitted for Dhobani Pathargora Intervening Block and has been already scrutinized in the district level.

iii) The other areas applied for Mining Lease are in the state of Jharkhand at Dhatkidli Trildih Block in the adjoining district of Saraikala and Nandup-Talsa Block.

Regular follow up is being done with the concerned authorities for obtaining the permits and leases.

7. Safety

Safety remains high priority area, and the Company is always aiming to achieve "Zero Accident".

The Company continues to maintain the tradition of attracting recognition for its safety performance and, like previous years, received a number of awards in mine safety.

During the year, Hon''ble President of India gave National Safety Award (Mines) to Khetri mine on the following categories:

i. For the year 2008, Winners'' Trophy for the lowest injury frequency rate.

ii. For the year 2009, the Runners Up Trophy for the longest accident free period.

iii. For the year 2010, the Runners Up trophy for the lowest injury frequency rate.

Also following awards were received during the Year at Regional level:

i. KCC Group won 1st Prize on "First Aid Competition" on 26th Mine Safety Week, Ajmer Region in 2012-13

ii. KCC Group won Six Shields & Seven individual prizes in All India Rescue Competition in 2012-13.

iii. Nagpur Zone-II, under jurisdiction of DGMS, Malanjkhand Mine won prizes in ten categories in Mine Safety Competition 2012 - 2013.

Besides the above, special training, regular refresher training programmes and on-the-job training are provided to all employees. Safety Campaigns like "Annual Mines Safety Week", "Fire Services Day", and "Industrial Safety Day" celebrations are being conducted regularly with active participation of employees in all the Units of HCL.

8. Management Discussion and Analysis

A report on Management discussion and analysis is placed at Annexure-I.

9. Corporate Social Responsibility

The CSR Plan for 2012-13 was firmed up, in accordance with the DPE guidelines - 2010, in association with M/s National Institute of Rural Development (NIRD) based on Participatory Rural Appraisal (PRA) exercises in the villages after focused discussion with the villagers to assess their felt needs. The plan was approved by the Board in its 339th Meeting, held on 29th May, 2012. The Company''s CSR activities were implemented at selected villages (total nineteen) located in the periphery of each of its three major Units viz., Indian Copper Complex (ICC) at Ghatsila (Jharkhand), Khetri Copper Complex (KCC) at Khetri (Rajasthan) and Malanjkhand Copper Project (MCP) at Malanjkhand (Madhya Pradesh) through Non-Governmental Organizations (NGOs). A Third Party Assessment was conducted by Management Development Institute, Gurgaon in December 2012 to evaluate the impact of the CSR activities undertaken. An estimated expenditure of Rs.5.13 Crore has been achieved for the planned activities till 31st March, 2013, against the approved budget of Rs.7.11 Crores.

Brief details of the projects undertaken during 2012-13 are as under.

1. Livelihood promotion: Schemes included Vermi Compost production, System of Rice Intensification (SRI) method of Paddy cultivation, Dona Pattal Making, Handloom weaving unit, Tassar Spinning Unit, Jute Items, Mushroom cultivation.

2. Women Empowerment: Integrated Group activities like strengthening and capacity building of Community based organizations through Self Help Group, exposure visits of progressive farmers/ women to different development institution etc.

3. Water (Conservation / Recharge of ground Water & Drinking Water): Program were pertaining to Water Harvesting, Deepening of existing Pond with inlet & outlets, Construction of Rain water harvesting Structure through Central Institute of Mining and Fuel Research(CIMFR) Dhanbad, Supply of water filter at Anganwari Centre for safe drinking water, construction of Prototype safe water drinking (Borewell with motor fitting), Construction of new Borewell with installation of hand pump were undertaken.

4. Health and Sanitation: Focal areas included Construction/Support for Household Sanitation (in collaboration with State Sanitation Program/Total Sanitation Program, provisioning for Individual Toilets, Health camp with use of existing Mobile unit, Eye/ Dental camps.

5. Plantation / Agriculture / Animal Husbandry: Maintenance of last year plantation at Surda Mines & River side area, turmeric, ginger cultivation and Organic farming, while special effort was made to organize Veterinary camp at KCC and MCP which also included immunization programmes for vets.

6. Skill / Vocational Training & Education: Reading Skill Improvement Program for girl child, Inter state skill training at National Academy of Construction, Hyderabad, Vocational Training on Plumbing and Sanitation including Skill certification.

7. Village Infrastructure & Construction / Rural Energy supply: Construction of Boundary wall of CSR Community Centre Building, Installation of Solar Streetlights at community place/Remote tola to name a few.

10. Corporate Communications

The Company continued to improve communication with the external environment as well as with the employees in various measures. Corporate image building exercises gained momentum through extensive news and media coverage. The Company has also made its presence felt in the national and international fora through quality participation.

Internal communication has been bolstered by publication of Tamralipi and C/o Conscience (Tamralipi supplement on Vigilance), circulation of the current news items on Copper and Mining Sector through Copper Commune and hosting them on the Company website.

Both the in-house journals viz. Tamralipi and C/o Conscience have received the In-house Communication Excellence (ICE) Certificate of Merit at the ICE Awards 2012 presented by the Shailaja Nair Foundation, Mumbai.

Tamralipi was awarded by Town Official Language Committee (PSUs), Kolkata "Rajbhasha Award Scheme-2011-12" on 30.08.2012. The journal also received the Griha Patrika Puraskar (Vishesh Prasansa Puraskar), from the Nagar Rajbhasha Karyanwayan Samity (Upkram), Delhi, for the year 2011-12.

The Company was awarded in recognition of Excellence in Design and Concept, National Category, at the 9th Minerals, Metals, Metallurgy and Materials International Exhibition 2012 held at New Delhi from 27.09.2012 to 30.09.2012.

11. Compliance with the RTI Act 2005

All the requirements / provisions of the Right to Information Act 2005 have been complied with during the year 2012-13.

12. Vigilance Activities

Vigilance is an essential management tool to be used to ensure quality output following the rules of corporate governance to support the organization on a higher growth trajectory. As part of preventive vigilance effort corporate management is being advised to take initiatives towards system strengthening through adherence to set procedure and guidelines, due diligence, analysis of audit reports and its incorporation in corporate decision making.

Focus is on preventive vigilance and leveraging of information technology with a view to minimize scope for corruption and assisting the management in improving the systems and procedures supplemented with capacity building initiatives in collaboration with CVC

13. Official Language Implementation

During the year, HCL made constant endeavour to increase use of Hindi in its Units/Offices. Raj Bhasha Pakhwara and Hindi Diwas were celebrated in the Units/Offices from 14th to 28th September, 2012. The messages of Hon''ble Home Minister and CMD were circulated / read out in all Offices/Units on this occasion. Various competitions were organized with a view to enhance interest among employees towards Official Language. Prizes were distributed to the winners. Employees are constantly motivated to use Hindi in their day-to-day official work. Hindi Workshops are conducted in the Units/Offices at regular intervals. Regular review of progressive use of Hindi and difficulties faced were carried out in Quarterly meetings of Official Language Implementation Committee under the Chairmanship of CMD at Corporate Office and Unit Heads in Units.

The meeting of Hindi Salahakar Samiti, Ministry of Mines held on 11th July, 2012 at Vigyan Bhawan Annexe, New Delhi under the Chairmanship of Hon''ble Minister of Mines was attended by CMD, HCL. The Hindi translation of Annual Report, MoU and various other jobs of the Company were done. Official Language Implementation Committee meeting was held on 12th September, 2012 under the Chairmanship of Joint Secretary, Ministry of Mines was attended by CMD. During the year 2012-13, the Company participated in both the half-yearly meeting of Town Official Language Committee (PSUs), Kolkata held on 30 August, 2012 and 30 January, 2013. The Corporate Office and House Journal "Tamralipi" of HCL was awarded by Town Official Language Committee (PSUs), Kolkata under "Rajbhasha Award Scheme-2011-12" on 30.08.2012.

The progressive use of Hindi is being reviewed regularly at the Board meetings. Hindi books have also been purchased during the year. The Company''s in-house journal "Tamralipi" is published in Hindi and English and distributed among employees regularly and also mailed to the members of the Hindi Advisory Committee. Effort is continuously made to ensure that the Company''s advertisements for recruitment/ tenders, etc. are also published bilingually. "One Hindi Word Every Day" scheme is operational for improving the Hindi vocabulary of employees. The use of Hindi in computers has been reinforced and advanced Unicode Software Hindi Open Office has been provided to all Units/Offices of the Company.

14. Corporate Governance

A report on Corporate Governance as per SEBI directives and stock exchange listing requirement is given at Annexure-II forming part of this report together with statutory auditors'' certificate on corporate governance.

15. Code of Conduct

The Company has in place a Code of Conduct applicable to the Directors as well as Senior Management and the same has been circulated to all concerned and posted at the Company''s website www.hindustancopper. com. All Board members and senior management personnel have affirmed compliance of the code for the year ended 31 March, 2013.

16. Directors'' Responsibility Statement

In terms of Section 217(2AA) of companies Act, 1956, your Directors confirm:

i) That in the preparation of the annual accounts for the year ended 31 March, 2013, the applicable accounting standards had been followed along with proper explanations relating to material departures/ variations.

ii) That such accounting policies have been selected and applied which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of 31 March, 2013 and of the Profit or Loss of the Company for the year.

iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the annual accounts on a going concern basis.

17. Directors

Shri Shakeel Ahmed ceased to be Chairman-cum- Managing Director upon attaining the age of superannuation on 31 August, 2012.

Shri Kailash Dhar Diwan appointed as Chairman-cum-Managing Director with effect from 1 September, 2012. Shri Naresh Kumar appointed as part time Official Director vice Shri G Srinivas with effect from 4 December, 2012. Shri Arun Kumar appointed as part time Official Director vice Shri Naresh Kumar with effect from 28 January, 2013.

Shri K K Saberwal ceased to be Director (Finance) from 25 February, 2013 upon acceptance of his resignation by the Ministry of Mines.

Smt Bulbul Sen appointed as part time Non Official Director with effect from 19 March, 2013.

Smt Sujata Prasad appointed as part time Official Director vice Smt Anjali Anand Srivastava with effect from 30 April, 2013.

Shri S Nanda appointed as Director (Operation) and joined with effect from 6 May, 2013 The Board places on record its appreciation for the valuable services rendered and contribution made by S/ Shri Shakeel Ahmed, G Srinivas, Naresh Kumar, K K Saberwal and Smt Anjali Anand Srivastava during their tenure on the Board of HCL.

18. Auditors

M/s. A Kayes & Co, Kolkata and M/s. S Ghose & Co, Kolkata were appointed as joint statutory auditors to audit the accounts of the Company for the year 2012-2013.

M/s Guha, Ghosh, Kar & Associates, Kolkata was appointed as Cost Auditor of the Company for carrying out the cost audit of Copper Ore, Concentrate, Processed Copper and articles thereof and Sulphuric Acid for the year 2012-13.

19. Comments of C&AG u/s 619(4) of the Companies Act, 1956

The comments of C&AG under Section 619(4) of the Companies Act, 1956 on the accounts of the Company for the year ended 31 March, 2013 are annexed to this report.

20. Particulars of Employees In terms of Section 217(2A) (a) of the Companies Act, 1956

There was no employee of the Company who received remuneration in excess of the limits prescribed under Section 217(2A) (a) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

21. Appreciation

In conclusion, your Directors wish to place on record their appreciation of the hard work put in by all employees of the Company during the year under review. The Board gratefully acknowledges the valuable guidance and co-operation received from the Ministry of Mines and other Ministries/Departments of the Government of India and the support received from the State Governments of Rajasthan, Jharkhand, Madhya Pradesh, Maharashtra and West Bengal and the Company''s bankers, auditors, C&AG, customers and office bearers of the recognized trade unions of different Units / Head Office. The Board also thanks all shareholders and investors for the trust reposed by them in the Company.

For and on behalf of the Board of Directors

K D Diwan

Chairman-cum-Managing Director

Place: Mumbai

Date: 23rd May, 2013


Mar 31, 2012

To The Member's of Hindustan Copper Limited Kolkata

The Directors have pleasure in presenting the forty fourth annual report of the Company together with the audited statement of accounts and auditors' report thereon for the year ended 31 March, 2012.

1. Financial Review

i. Financial Performance

The comparative working results for the FY 2011-12 vis-a-vis FY 2010-11 are as under:

(Rs. in crore)

2011-12 2010-11

(a) Turnover 1638 1281

(b) Profit before depreciation, interest & tax 492 360

(c) Less: Depreciation 18 21

(d) Less: Interest & Finance Charges 1 4

(e) Profit before tax 473 335

(f) Less : Provision for Taxes (including deferred tax) 150 111

(g) Profit after tax 323 224

(h) Add(less): Statutory appropriation 0 0

(i) Distributable Profit 323 224

j) Add: Balance brought forward from the previous year 491 391

(k) Balance available for appropriation 814 615

i) Dividend (including interin dividend) 93 93

ii) Corporate Dividend Tax (including on interim dividend) 15 15

iii) Amount transferred to General Reserve 24 17

(1) Balance in P&L account to be carried forward 682 490

(m) Earnings per Share(Rs) 3.50 2.42

During the year, the Company created a new landmark in its financial performance by posting highest ever profit before tax (PBT) of Rs 473 crores. The result surpasses previous best by a whopping 41.2%, which was achieved last year and was the best ever figure in the history of the Company. Financial performance during the year posted a jump by sustaining production at or near high figure in more than a decade, higher physical sales of copper and favorable LME price of copper as compared to previous year.

ii. Dividend

Your Company proposes to follow the dividend policy guidelines issued by the Department of Expenditure, Ministry of Finance which requires all profit making PSEs to declare a minimum dividend on equity of 20% or a minimum dividend pay out of 20% of post tax profits, whichever is higher. In conformity with this policy, the Board of Directors of your Company have recommended payment of dividend @ 20% on equity i.e. Re 1/- per share of Rs. 51- face value for the year 2011-12, for approval of shareholders in the annual general meeting. The outgo on this account will be Rs. 92.52 crore for dividend and Rsl5.01 crore towards tax on dividend, aggregating to a total outgo of Rs. 107.53 crore. Your Directors have proposed to transfer Rs.24.46 crore to General Reserve account from the profits available for appropriation.

2. Physical Performance

The comparative physical performance of production and sales for the year 2011-12 vis-a-vis 2010-11 is as under:

Particulars 2011-12 2010-11

Ore ('000 tonnes) 3,479 3,603

Metal-in-concentrate (tonnes) 31,377 31,683

Cathode (tonnes) 28,358 24,001

CC Wire Rod (tonnes) 26,310 22,993

Sales (tonnes):

Refined Copper 27,391 24,283

MIC 4,122 2,571

Ore production of 34.79 lakh tonnes during the year was 97% of the MoU target but 2** highest in last 13 years (next only to FY 2010-11).

Metal in concentrates (MIC) production of 31,377 tonnes during the year was 90% of the MoU target and marginally less as compared to previous year production.

Cathode production of 28,358 tonnes (including tolled cathode) was 96% of the MoU target and 118% of the production in the previous year.

Wirerod production of 26,310 tonnes during the year was 95% of the MoU target which is commensurate with cathode availability.

Factors Affecting Performance

Breakdown of departmental shovels and unsatisfactory performance of hired loading and hauling equipment at Malanjkhand Copper Project (MCP) and equipment breakdown at Khetri Copper Complex (KCC) restricted achievement of higher ore production.

MIC production during the year suffered due to low grade of mined ore and low process recovery of Concentrator Plant at KCC.

Remedial Action

The Company has a comprehensive Renewal & Replacement (R&R) plan for improving the reliability and availability of equipment for the underground mines at KCC and open cast mine at MCP. The Company has allocated Rs.38 crore under R&R budget during the FY 2012-13 for the purpose.

The Company has a plan to install additional 20 no. new 300 eft scavenger cells in the rougher circuit of concentrator plant at KCC to improve metal recovery during the year 2012-13.

3. Product wise sales Performance

Sale of copper products during FY 2011-12 increased by 17% over the previous year. The increased sale was achieved with higher realization per tonne of sale. Bulk discounts for higher tonnage customers was largely done away with and the customer base was expanded. The Company introduced innovative LME price linked multiple pricing options open to all customers for booking of material on HCL website. Item wise break up of sales is as follows: (in MT)

Products 2011-12 2010-11

C C Rod 24672 20925

Cathode 2719 3338

Rectangular Conductor - 20

Metal In Concentrate (MIC) 4122 2571

Total 31513 26854

4. Corporate Plan 2020

Your Company has prepared a long term corporate plan for long term growth strategy and maximization of profit. The plan sets goals and targets up to the year 2020. Your Company will vigorously pursue the capacity enhancement of its mines and will develop new copper deposits in the country and other geographies.

5. Mine Expansion Schemes

The Company has rolled out the mine expansion plan to increase mine production to 12.4 Million tonne by FY 2017-18. The scheme envisages expansion of Malanjkhand, Khetri, Kolihan and Surda mines, Banwas as an extension of Khetri Mine; re-opening of Rakha and Kendadih mines and development of new mines namely Chapri-Sidheswar. The mine wise scheme and status is given below:

i. Malanj khand Copper Proj ect

It is proposed to expand the production of Malanjkhand mine from 2 million tonne to 5 million tonne per annum by developing an underground mine below the existing open cast mine at an estimated cost of Rs 1856.74 crore. CCEAhas approved the investment proposal in September, 2011 and successful EPC contractor has been decided. The work on the project will commence as soon as environmental clearance for the project is in place. Final EIA/EMP report in terms of the ToR issued by MoEF has been submitted for the approval of MoEF and we expect the environmental clearance shortly.

ii. Khetri, Kolihan and Banwas mine

The proposed expansion of Khetri & Kolihan mines and development of Banwas deposit will increase ore production from 1.0 million tonne to 3.1 million tonne per annum.

Banwas: Work for mine construction & development on Banwas mine has started in May, 2010. The work is expected to complete by 2014.

Khetri Mine: The EPC agency for executing the work has been appointed and the work at site has started from 16.9.2011. The cost of the project is Rs 96.77 crore.

Kolihan Mine: Tenders for Kolihan mines had to be discharged for technical reasons followed by litigation by the lowest bidder. The Court case has since been disposed off and fresh two stage bid process has been started.

iii. Surda mine expansion

The plan envisages increase in the depth of the mine and enhancement of production capacity from 0.4 million tonne per annum to 0.9 million tonne per annum.

The project cost is Rs 206.34 crore and EPC contract for shaft sinking and allied mine development has been awarded to the successful bidder on 18.11.2011.

iv. Re-opening of closed mines at ICC

Company has initiated action to re-open closed mines at Singbhum Copper Belt of ICC namely, Rakha and Kendadih mines to produce 1.5 million tonnes and 0.21 million tonne of ore per annum respectively.

Kendadih Mine:

EPC contract for reopening and allied mine development for 4 years has been awarded to the successful bidder on 04.02.2012 at a cost of Rs 73.84 crore.

Rakha Mine:

Financial bids for the tender have been received. The L-l bidder is not a qualified applicant but took part in the RFP on the basis of Calcutta High Court order. The bidder has gone to Calcutta High Court for award of the contract to him. The matter is currently sub-judice.

v. Chapri Sideshwwar

It is proposed to develop an underground mine at Chapri- Sideshwar to produce 1.5 million tonnes of ore per annum.

The project cost is Rs 256.50 crore and Letter of Intent (Lol) to the successful bidder has been issued on 08.11.2011. The work will start after the power facility has been restored at site.

6. Green Field Exploration

The Company has applied for prospecting (PL), mining (ML) and Reconnaissance Permit (RP) in the State of Rajasthan, Jharkhand, MP and Haryana. The status of the fresh lease applications is given below:

i. Prospecting License (PL) has been applied for the two areas at Baniwali-Ki Dhani in Sikar Dist of Rajasthan for an area of 34.3022 square km and another for 8.65 square km. Government of Rajasthan has granted of PL for the area in favour of HCL to the Ministry of Mines in September 2010. The Project has met a fresh hurdle as the State Govt, of Rajasthan has discovered that bulk of the area marked for PL to HCL falls under Aravalli range where mining (including PL) is banned as per the judgment of Hon'ble Supreme Court. The case is pending till any decision is taken by Hon'ble Supreme court.

ii. Mining Lease application has been submitted for Dhobani Pathargora Intervening Block and has already been scrutinized at the district level.

iii. RP in the district of Balaghat is in the process of finalization by the Government of MP.

iv The other areas applied for Mining Lease are in the state of Jharkhand at Dhatkidli Trildih Block in the adjoining district of Saraikala and Nandup-Talsa Block.

Regular follow up is being done with the concerned State Govt authorities for getting the permits and leases.

7. Status of Mining Leases

i. Mining leases in respect of Khetri, Kolihan and Chandmari at KCC are valid up to 22 February, 2013, 23 November, 2016 and 16 December, 2012 respectively.

ii. Mining lease No. 1 & 2 of Malanjkhand is valid up to 27 August, 2013. The other adjoining mining lease (Mining Lease No. 3) applied earlier are being pursued.

iii. Mining lease in respect of Surda Mine is valid up to 14 June, 2014.

iv. Kendadih Mining Lease, Ilnd renewal application submitted on 18 April, 2012, is in the final process of approval from State Government of Jharkhand and Rakha Mine execution of Lease Deeds is in advanced stage of clearance with the Govt of Jharkhand. NPV and PCA for second stage forest clearance for Kendadih mine have been deposited and approval is due.

8. Safety

Safety remains high priority area and the Company is always aiming to achieve "Zero Accident". Malanjkhand mine reported three reportable accidents and Surda Mine reported two serious accidents in the year 2011. However, there was one fatal accident in Kolihan Mine in the year 2011.

The Company continues to maintain the tradition of attracting recognition for its safety performance and, like previous years, received a number of awards in mine safety as indicated below:

i. KCC Group won 1 st Prize and "First Aid Competition" and seven (7) group prizes on 25th Mine Safety Week, Ajmer Region in the year 2011-12.

ii. KCC group won three Shields & seven individual prizes in All India Rescue Competition in the year 2011-12.

iii. Nagpur Zone-II, under jurisdiction of DGMS, Malanjkhand Mine won prizes in nine categories in Mine Safety Competition in the year 2011-2012.

Besides the above, special training, regular refresher training programmes and on-the-job training are provided to all employees. Safety Campaigns like "Annual Mines Safety Week", "Fire Services Day", and "Industrial Safety Day" celebrations are being conducted regularly with active participation of employees in all the Units ofHCL.

9. Management Discussion and Analysis

A report on Management discussion and analysis is placed at Annexure-I

10. Corporate Social Responsibility

The CSR Plan of the Company was prepared on the basis of Need Assessment Survey based on the principle of Participatory Rural Appraisal (PRA) carried out by National Institute of Rural Development (NIRD), an autonomous organization under the Ministry of Rural Development, Govt, of India for 15 villages (5 each at KCC, MCP and ICC) for FY 2011-12. It was approved by the Board in its 330th Meeting. An Amount of Rs.1.62 Crores was spent on CSR activities during 2011-12 as compared with expenditure of Rs.1.22 Crores during the period 2010-11. The following projects were undertaken during 2011-12 which were implemented through NGOs in accordance with DPE guidelines.

i. Livelihood: Alternative employment schemes through Self Help Groups in Projects like Bamboo Item Making, Bee Keeping, Tasar Thread production.

ii. Agriculture / Horticulture / Plantation: Plantation of Fruit Bearing Trees, Horticulture for Arjun plantation for Sericulture and Boring of Irrigation well for agricultural purposes.

iii. Health, Hygiene and Sanitation: Construction of individual and community toilets, regular Health Camps and Eye Camps.

iv Infrastructure Development: Construction of Tube Wells, Village Roads, Drainage System.

v. Water (Drinking water & Water resource Development Program): Installation of TATA S WACCH water filter, construction of drinking water overhead tank, installation of Hand pump/Tube wells.

vi. Livestock Development Program & Veterinary Services: Health Vaccination Camp and construction of drinking water Hodge for animals in villages.

11. Corporate Communications

The Company continued to improve communication with the external environment as well as with the employees in various measures. Corporate image building exercises gained momentum through extensive news and media coverage. The Company has also made its presence felt in the national and international fora through quality participation.

Internal communication has been bolstered by publication of Tamralipi and C/o Conscience (Tamralipi supplement on Vigilance), circulation of the current news items on Copper and Mining Sector through Copper Commune and hosting them on the Company website.

The Company has won the In-house Communication Excellence (ICE) Award 2011 for its house journal Tamralipi on 17 June, 2011. The award was conferred upon HCL by Sailaja Nair Foundation, Mumbai.

12. Compliance with the RTI Act 2005

All the requirements / provisions of the Right to Information Act 2005 have been complied with during the year 2011-12.

13. Vigilance Activities

Theme of this year's vigilance activities has been pro-active and participative vigilance by all stake-holders through systems improvement and laying down transparent policies towards good corporate governance. Vigilance Department of HCL has been pro-active in spearheading transparency initiatives in recruitment and promotion, procurement, finance and marketing policies along with capacity building efforts to take the team forward. While vigilance activities should not be used as an excuse to be indecisive in taking key commercial decisions, care has to be taken to ensure that a professional working atmosphere prevails both in the shop floor as well as in the back office that facilitates decision making in the Board Room as well.

With this direction, a campaign for creating awareness was taken up during Vigilance Awareness Week celebration between 31 October, 2011 to 5 November, 2011 in all the units, including the Head Office. To create an awareness about the harmful effect of corruption among general masses, lecture sessions on anti- corruption topics on administrative vigilance and on Ethics & Corruption in Corporate Governance were organized at HCL Corporate Office on 7 October, 2011 and 1 November, 2011 by inviting eminent personalities, viz. Shri Rana Som, CMD/NMDC and Ms S Shyni, Superintendent of Police, and Head of Branch, Central Bureau of Investigation (Bank Security & Fraud Cell), Kolkata.

To encourage deliberations and discussions on the issue of corruption among the youth, an inter-school speech and skit contest was organized by Hindustan Copper Limited on 10 December, 2011 at the St. Xavier's College Auditorium as the 1st ever public programme. The Programme - 'Conscience 2011' turned out to be a brainstorming session in which the youngsters gave voice their take on corruption. They delivered inspiring speeches and participated in skit competition that enthralled the audience. The competition was followed by prize distribution and felicitation ceremony wherein all participants and school coordinators were felicitated. The event received wide media attention and was covered by the Doordarshan and Statesman & Times of India.

14. Official Language Implementation

During the year, HCL made constant endeavor to increase use of Hindi in its Units/Offices. Raj Bhasha Pakhwara and Hindi Diwas were celebrated in the Units/Offices from 14 to 28 September, 2011. The messages of Hon'ble Home Minister and CMD were circulated / read out in all Offices/Units on this occasion. Various competitions were organized with a view to enhance interest among employees towards Official Language. Prizes were distributed to the winners. Employees are constantly motivated to use Hindi in their day-to-day official work. Hindi Workshops are conducted in the Units/Offices at regular intervals. Regular review of progressive use of Hindi and difficulties faced were carried out in Quarterly meetings of Official Language Implementation Committee under the Chairmanship of CMD at Corporate Office and Unit Heads in Units.

The meeting of Hindi Salahkar Samiti, Ministry of Mines held on 15 June, 2011 at Vigyan Bhawan Annxie, New Delhi and 17 October, 2011 at Bangaluru under the Chairmanship of Hon'ble Ministry of Mines was attended by Shri Shakeel Ahmed, CMD. The Hindi translation of Annual Report, MoU and various other jobs of the Company were done. During the year 2011-12, the Company participated in both the half-yearly meetings of Town Official Language Committee (PSUs), Kolkata held on 30 August, 2011 and 30 January, 2012.

The progressive use of Hindi is being reviewed regularly at the Board meetings. Hindi books have also been purchased during the year. The Company's in-house journal "Tamralipi" is published in Hindi and English and distributed among employees regularly and also mailed to the members of the Hindi Advisory Committee. Effort is continuously made to ensure that the Company's advertisements for recruitment/Tenders, etc. are also published bilingually "One Hindi Work Every Day" scheme is operational for improving the Hindi vocabulary of employees. The use of Hindi in Computers has been reinforced and advanced Unicode Software Hindi Open Office has been provided to all Units / Offices of the Company.

15. Corporate Governance

A report on Corporate Governance as per SEBI directives and stock exchange listing requirements is given at Annexure-II forming part of this report together with statutory auditors' certificate on corporate governance.

16. Code of Conduct

The Company has in place a Code of Conduct applicable to the Directors as well as Senior Management and the same has been circulated to all concerned and posted at the Company's website www.hindustancopper.com. All Board members and senior management personnel have affirmed compliance of the code for the year ended 31 March, 2012.

17. Directors' Responsibility Statement

In terms of Section 217(2AA) of Companies Act, 1956, your Directors confirm:

(i) That in the preparation of the annual accounts for the year ended 31 March, 2012, the applicable accounting standards had been followed along with proper explanations relating to material departures/variations.

(ii) That such accounting policies have been selected and applied which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of 31 March, 2012 and of the Profit or Loss of the Company for the year.

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the annual accounts on a going concern basis.

18. Directors

S/Shri Arvind Sahay, Gyan Prakash Joshi and Puneesh Kumar Kapoor have been appointed as part-time non- official Directors of the Company vide order no.10/2/2010-Met.III dated 7 February, 2012 issued by the Ministry of Mines, Government of India.

19. Auditors

M/s. Agrawal Anil & Company, New Delhi and M/s. S Ghose & Company, Kolkata were appointed as joint statutory auditors to audit the accounts of the Company for the year 2011-2012.

M/s. Ranajit Ghosh, Kolkata was appointed as Cost Auditors of the Company to audit cost accounts relating to manufacture of sulphuric acid at ICC for the year 2011-12.

20. Comments of C&AG

The comments of C&AG under Section 619(4) of the Companies Act, 1956 on the accounts of the Company for the year ended 31 March, 2012 along with the review of accounts of your Company by C&AG are annexed to this report.

21. Particulars of Employees in terms of Section 217(2A)(a) of the Companies Act, 1956

There was no employee of the Company who received remuneration in excess of the limits prescribed under Section 217(2A)(a) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

22. Appreciation

In conclusion, your Directors wish to place on record their appreciation of the hard work put in by all employees of the Company during the year under review. The Board gratefully acknowledges the valuable guidance and co-operation received from the Ministry of Mines and other Ministries/Departments of the Government of India and the support received from the State Governments of Rajasthan, Jharkhand, Madhya Pradesh, Maharashtra and West Bengal and the Company's bankers, auditors, C&AG, customers and office bearers of the recognized trade unions of different Units/Head Office. The Board also thanks all shareholders and investors for the trust reposed by them in the Company.

For and on behalf of the Board of Directors

Shakeel Ahmed Chairman-cum-Managing Director

Place: Kolkata Date : 29th May, 2012


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the forty third annual report of the Company together with the audited statement of accounts and auditors' report thereon for the year ended 31 March, 2011.

1.0 Financial Review

i. Financial Performance

The comparative working results for the FY 2010-11 vis-a-vis FY 2009-10 are as under:

(Rs in crore)

2010-11 2009-10

(a) Turnover 1258 1430

(b) Profit before depreciation, interest & tax 358 237

(c) Less: Depreciation 21 18

(d) Less: Interest & Finance Charges 2 3

(e) Profit before tax 335 216

(f) Less: Provision for Taxes (including deferred tax) 111 61

(g) Profit after tax 224 155

(h) Add:/(less) Statutory appropriation 0 0

(i) Distributable Profit 224 155

(j) Add: Balance brought forward from the previous year 391 236

(k) Balance available for appropriation 615 391

i) Dividend (including interin dividend) 93 0

ii) Corporate Dividend Tax (incl. on interim dividend) 15 0

iii) Amount transferred to General Reserve 17 0

(1) Balance in P&L account to be carried forward 490 391

(m) Earnings per Share(Rs) 2.42 1.67

During the year the Company achieved its best ever profit before tax. As compared to previous year profit before tax has increased by 55.3%. Financial performance during the year improved substantially due to increase in LME price of copper compared to last year, improvement in mine production and tolling of surplus concentrate through outside smelters.

ii. Dividend

Your Company proposes to follow dividend policy as per guidelines issued by Department of Expenditure, Ministry of Finance in terms of which all profit making PSEs should declare a minimum dividend on equity of 20% or a minimum dividend pay out of 20% of post tax profits, whichever is higher. In sync with the above policy, the Board of Directors of your Company have recommended payment of dividend @ 20% on equity (inclusive of interim dividend of 10% already paid in November,2010) i.e. Re 1 /- per share for the year 2010-11, for approval of shareholders in the annual general meeting. The outgo on account of dividend is Rs. 92.52 crore and tax on dividend is Rsl5.19 crore, aggregating to a total outgo of Rs. 107.71 crore. Your Directors have proposed to transfer Rs. 16.90 crore to General Reserve account from the profits available for appropriation.

2.0 Physical Performance

The comparative physical performance of production and sales for the year 2010-11 vis-a-vis 2009-10 is as under:

Particulars 2010-11 2009-10

Ore ('000 tonnes) 3,603 3,205

Metal-in-concentrate (tonnes) 31,683 28,202

Cathode (tonnes) 24,001 17,516

CC Wire Rod (tonnes) 22,993 41,999

Sales (tonnes):

Refined Copper 24,283 30,752

MIC 2,571 10,134

Overall ore production of the Company during the year 2010-11 was the highest in the last 12 years and is 103% of the MoU target and 112% of the previous year.

Overall Metal-in-Concentrate (MIC) production of the Company during the year 2010-11 was the highest in the last 9 years and is 92% of MoU target and 112% of the previous year.

Overall Cathode production including from tolling was 137% of the target. Cathode production at Indian Copper Complex (ICC) was 78% of the target.

Total CC Wire Rod production during the year was 23003 MT which is 94% of the MoU target and was commensurate with availability of Cathode.

Factors Affecting Performance

During the year the ore production at Khetri Copper Complex (KCC) was hampered due to unprecedented floods at Khetri and production was normalized after 15 days. Also, repeated breakdown of crushing systems at Khetri and Kolihan mine affected the production. Production around two months was lost respectively at Khetri and Kolihan mine due to unscheduled maintenance.

MIC production at KCC was affected due to low recovery of metal. Low grade of copper in mined ore affected the production atMCP.

Cathode production at ICC suffered a setback due to breakdown of 5 MVA transformers lasting for 113 days.

Remedial Action

The Company has prepared a comprehensive Renewal & Replacement plan for improving the reliability and availability of equipment in Khetri & Kolihan Mine. Availability of funds will not be a constraint for this purpose.

The Company has also initiated steps to improve recovery at KCC in consultation with Indian Bureau of Mines (IBM) with limited success. Action is under way for engaging a reputed consultant for advisory in this regard.

3.0 Product wise sales Performance

Sale of copper products during 2010-11 was lower as compared to 2009-10, due to breakdown of transformer at ICC and Company taking a conscious decision not to sell concentrate on account of comparatively higher TcRc charges in global market. Item wise break up is as follows: _ (in MT)

Products 2010-11 2009-10

CCRod 20925 29475

Cathode 3338 1241

RC Conductor 20 36

MIC 2571 10134

Total 26854 40886

4.0 Corporate Plan 2020

Your Company has prepared a long term corporate plan for long term growth and profitability of the Company and set goals and targets up to the year 2020. Your Company will vigorously pursue the capacity enhancement of its mines and will develop new copper deposits in the country and other geographies.

5.0 Growth Strategy

The maximum value in copper value-chain is captured at mining stage. The Company's growth strategy is to expand the mine and concentrate capacity significantly to sustain profitability even at low copper prices.

5.1 Mine Expansion Schemes

During FY2010-11 the Company has charted the mine expansion plan to increase mine production to 12.4 Million tonne by FY2016-17. The scheme envisages expansion of Malanjkhand, Khetri, Kolihan and Surda mines; re-opening of Rakha and kendadih mines and development of new mines namely Banwas and Chapri-Sidheswar. The mine wise scheme and status is given below:

i. Malanjkhand Copper Project

It is proposed to expand the production of Malanjkhand mine from 2 million tonne to 5 million tonne per annum by developing an underground mine below the existing open cast mine, at an estimated cost of Rs. 1857 crores. A detailed project report has been prepared; the HCL Board has approved the proposal. The investment proposal is awaiting the CCEA approval. Meanwhile, Planning Commission has given in-principle approval and appraised the project favorably.

The Company has already started the bid process and completed the first stage of bidding (Request for Qualification) by pre-qualifying the applicants. The second stage of bidding (Request for Proposal) is currently underway. The Company hopes to select the successful bidder in the second quarter of FY 2011-12.

ii. Khetri, Kolihan and Banwas mine

The proposed expansion of Khetri & Kolihan mines and development of Banwas deposit will increase ore production from 1.0 million tonne to 3.1 million tonne per annum at an estimated cost of around Rs. 538 crores.

Work for mine construction & development on Banwas mine has started in May 2010. The work is expected to complete by 2014.

Detailed project reports for Khetri & Kolihan mine expansion have been prepared and approvals are in place.

Letter of award has been issued for the project of Kehtri Mine on 15.7.2011. Tender for Kolihan mine had to be discharged for technical reasons. Revised Request for Qualification (RFQ) was issued on 1.5.2011 but the tender proceedings have been stayed by Hon'able High court of Madras on the writ petition filed by one of the bidder.

iii. Surda mine expansion

The plan envisages increase in the depth of the mine and enhancement of production capacity from 0.4 million tonne per annum to 0.9 million tonne per annum at an estimated cost of Rs. 215 crore.

Detailed project report for Surda mine expansion has been prepared and Board has approved the proposal.

Financial bids have been received from short listed pre-qualified applicants based on global Request for qualification (RFQ) floated and the bids are under evaluation. The Company hopes to select the successful bidder in the second quarter of FY2011-12.

iv. Re-opening of closed mines at ICC

Company has also initiated action to re-open closed mines at Singbhum Copper Belt of ICC namely, Rakha and Kendadih mines to produce 1.5 million tonnes and 0.21 million tonne of ore per annum respectively. The estimated capital expenditure for Rakha and Kendadih mines are Rs. 346 crore and Rs. 87 crore respectively.

Detailed project reports for re-opening and expansion have been prepared and Board has approved the proposals.

Financial bids have been received from short listed pre-qualified applicants based on global Request for qualification (RFQ) floated and the bids are under evaluation. The Company hopes to select the successful bidder in the second quarter ofFY2011-12.

v. Chapri Sideshwar

It is proposed to develop an underground mine at Chapri-Sideshwar to produce 1.5 million tonnes of ore per annum at an estimated capital expenditure of Rs 468 crore.

Detailed project report for development of Chapri-Sideshwar mine has been prepared and Board has approved the proposal.

Financial bids have been received from short listed pre-qualified applicants based on global Request for qualification (RFQ) floated and the bids are under evaluation. The Company hopes to select the successful bidder in the second quarterofFY2011-12.

5.2 Green Field Exploration

The Company has applied 20 fresh prospecting, mining and Reconnaissance Permit (RP) in the State of Rajasthan, Jharkhand and MP. The status of the fresh lease applications is given below:

i. Prospecting License (PL) has been applied for the two areas at Baniwali-Ki Dhani in Sikar Dist of Rajasthan for an area of 36.07 square km and another for 8.65 square km. Government of Rajasthan has granted of PL for the area 36.07 square km in favour of HCL to the Ministry of Mines in September 2010 and PLis to be executed.

ii. Mining Lease application has been submitted for Dhobani Pathargora Intervening Block and has already been scrutinized at the district level.

iii. RP in the district of Balaghat is in the process of finalization by the Government of MP.

iv. The other areas applied for Mining Lease are in the state of Jharkhand at Dhatkidli Trildih Block in the adjoining district of Saraikala and Nandup-Talsa Block.

Regular follow up is being done with the concerned authorities for obtaining the permits and leases.

5.3 Smelting & Refining

HCL has two Smelter units with matching Electrolytic Refineries located at Khetri (KCC) & Ghatsila (ICC) having capacity to produce 31,000 MT and 18,500 MT of refined copper per annum respectively. At present, only ICC smelter is operative and KCC smelter has been shutdown due to economic consideration since December, 2008.

Khetri facility requires more than 3.3 million tonnes of ore for processing and Ghatsila facility requires about 2 million tonnes of ore for processing. As against this, in-house ore production at Khetri is about 1 million tone and at Ghatsila it is 0.4 million tone.

For running these plants to full capacity, concentrate has to be transported partly from Malanjkhand and the balance from other geogrphies. Both the methods are not financially viable. Import of concentrate is not viable due to low Treatment charge / Refining charge (Tc/Rc) charges. The Company on a dynamic basis will take into account the Tc/Rc in the international market and captive production of ore at Khetri and availability of water before taking a final decision on its re- opening.

6. Status of Mining Leases

i. Mining leases in respect of Khetri, Kolihan and Chandmari at KCC are valid up to 22 February, 2013,23 November, 2016 and 16 December, 2012 respectively.

ii. Mining lease No. 1 & 2 of Malanjkhand is valid up to 27 August, 2013. The other two adjoining mining leases applied earlier are being pursued.

iii. Mining lease in respect of Surda Mine is valid up to 14 June,2014.

iv. Kendadih Mining Lease renewal is in the final process of approval from State Government of Jharkhand and Rakha Mine execution of Lease Deeds is in advanced stage of clearance with the Govt of Jharkhand. The second stage forest clearance for Kendadih mine has been approved by the Ministry of Forest & Environment, Government of India, New Delhi (MoFE) and is valid for 30 years with effect from 24 November, 1992.

7. Status of Further Public Offer

Ministry of Mines, Government of India (Gol) vide letter number 5/46/2003-Met III (Pt) dated 25.6.2010 have conveyed Government approval for disinvestment of 10% paid up equity capital of HCL out of Gol's shareholding in the Company along with issue of fresh equity of equal size by the Company in the domestic market. The Company has taken necessary action for completion of Further Public Offer (FPO) and filed Draft Red Herring Prospectus (DRHP) with SEBI on 27.9.2010. Department of Disinvestment in consultation with Ministry of Mines will take a view on the timing of FPO.

8. Safety

Safety remains high priority area and the Company is always aiming to achieve "Zero Accident". The Board is happy to report that there was no fatal accident in any of the mines operated by the Company. However, Khetri mine reported one serious accident and Malanjkhand mine reported three serious accidents. Surda mine operated by HCL contractor IRL reported one fatal and two serious accidents in calendar year 2009.

Like previous years, the Company received the following reward in mine safety:

i. National Safety Award for the year 2009 as Runner's up for longest Accident Free Period for Khetri Mine, awarded by Hon'ble Vice President of India.

ii. KCC Group awarded as "Best Team in FAB" in all India Rescue Completion, 2010-11.

iii. Nagpur Zone-II, under jurisdiction of DGMS, Malanjkhand Mine won prizes in eleven categories in Mine Safety Competition 2010-2011.

Tripartite Safety Committee (TSC) meeting attended by Officials of HCL Units, DGMS and Trade Union Officials of MCP, KCC & ICC were held at HO on 17 February, 2011 under the Chairmanship of Director (Mining).

Besides the above, special training, regular refresher training programmes and on-the-job training are provided to all employees. Safety Campaigns like "Annual Mines Safety Week", "Fire Services Day", and "Industrial Safety Day" celebrations are being conducted regularly with active participation of employees in all the Units of HCL.

9. Management Discussion and Analysis

A report on Management discussion and analysis is placed at Annexure I.

10. Corporate Social Responsibility

The C SR Plan of the Company, in line with the DPE Guidelines on the subj ect for FY 2010-11 was approved by the Board. An amount of Rs. 1.22 crore was spent on CSR activities compared with total spends of Rs 72.0 lakhs during the period 2007-08 to 2009-10. The following programs were undertaken during 2010-11:

i. Generating employment opportunities: Silk Production Projects, Safety Hand-gloves Manufacturing Projects, Setting up Bio-gas plants - all in association with State Government departments and voluntary agencies.

ii. Promoting Education with Scholarships for meritorious students in the region, Computer Training Classes and conducting Vocational training courses in partnership with regional ITI(s)

iii. Health care support through regular Medical Camps, Multi-specialty Camps as well as Veterinary Camps in the target villages.

iv. Environment Protection measures like turfing on tailing dams and plantations.

v. Infrastructural Support like Construction of Community Centre and installation of Bore/Open/Dug wells.

For greater emancipation of the beneficiary population, it was considered necessary to conduct a fresh Need Assessment Study of the target communities and identify projects suiting their requirements. This was undertaken during December 2010-January 2011, for updating Target Baseline information of the five villages, each within 20Km radius area around the three Mining Units of the Company viz., KCC (Rajasthan), MCP (MP) and ICC (Jharkhand). M/s. National Institute of Rural development (NIRD), an autonomous organization under the Ministry of Rural Development, Government of India, was appointed to assist the Company to conduct the Need-Assessment Survey, identify feasible CSR projects for the communities, and provide handholding support for the selected Projects for FY 2011-12. The CSR Plan for FY 2011 -12 is being firmed up with their support.

11. Vigilance Activities

Vigilance is to be seen as a part of overall risk management and not a stand alone activity. All efforts are therefore made by Corporate Vigilance to focus attention on simplification of rules & procedures towards minimizing discretionary space, enhancement of transparency and fostering an e-friendly environment through technology upgradation and capacity building to match it. While incidence of willful negligence are to be firmly dealt with through disciplinary proceedings, enough care is taken to send just the right signal without jeopardizing commercial decision, taken in company's interest which must be differentiated from delaying tactics to subvert such decision.

Web based system has been implemented by the Company where complaints can be registered through website.

Vigilance Department has been proactive in taking initiative towards system strengthening by enlarging the scope of ERP implementation in the areas of HR, Finance, Contracts, Mining, etc., updating of procurement, finance and other manuals, facilitating adequate exposure to the dealing officials on Integrity Pact and in general streamlining administrative procedure which often is the source of majority of complaints.

The primary goal is to have a culture of zero tolerance to corruption imbibed into the corporate functioning, so as to address the problem both from demand and supply sides.

12. Official Language Implementation

During the year, HCL has made constant endeavor to increase use of Hindi in its Units located in different states and in its Corporate Office at Kolkata. Hindi Fortnight and Hindi Day was celebrated in the Offices and Units of Company from 14 to 28 September, 2010 The messages of Hon"ble Home Minister and CMD were circulated/read out in all Offices/Units on this occasion. Various competitions were organized with a view to grow interest among employees towards Official Language Hindi and prizes were distributed to the winners. Employees are constantly motivated to use Hindi in their day- to-day official work. Hindi workshops are conducted in the Units and Corporate Office at regular intervals. Regular review of progressive use of Hindi and difficulties faced was carried out in Quarterly meetings of Official Language Implementation Committee under the chairmanship of CMD at Corporate Office and Unit Heads in Units.

During the year the Third Sub-Committee of Committee of Parliament on Official Language inspected Delhi Sales Office of HCL on 1 April, 2010 to ascertain the progress made in this regard. In-house use of O. L. at Indian Copper Complex, Ghatshila & Taloja Copper Project, Taloja was done by Corporate Office on 30 August, 2010 and 4 September, 2010 respectively. The meeting of Hindi Salahkar Samiti, Ministry of Mines held on 10 September, 2010 at Gangtok (Sikkim) under the chairmanship of Hon'ble Minister of Mines was attended by Director (Personnel). The Hindi translations of Annual Report, MoU, Tripartite Safety Committee, Outcome Budget and materials for Annual Report of Ministry of Mines and various other jobs of the Company ware performed. During the year 2010-11 the Company participated in both the half yearly meetings of Town Official Language Committee (PSUs), Kolkata held on 24 August, 2010 and 25 January, 2011.

The progressive use of Hindi is being reviewed regularly at the Board meetings. Hindi books have also been purchased during the year. House journal of the Company "Tamralipi" is published in Hindi and English and distributed among employees regularly and also mailed to the members of Hindi Advisory Committee. "One Hindi Word Every Day" scheme is operational for improving Hindi vocabulary of employees. The use of Hindi in Computers has been reinforced and advanced Unicode Software Hindi Open Office has been provided for to all Units/Offices of the Company.

13. Corporate Governance

A report on Corporate Governance as per SEBI directives and stock exchange listing requirements is given at Annexure-II forming part of this report together with statutory auditors' certificate on corporate governance.

14. Code of Conduct

The Company has in place a Code of Conduct applicable to the Directors as well as Senior Management and the same has been circulated to all concerned and posted at the Company's website www.hindustancopper.com. All Board members and senior management personnel have affirmed compliance of the code for the year ended 31 March, 2011.

15. Directors' Responsibility Statement

In terms of Section 217(2AA) of companies Act, 1956, your Directors confirm:

(i) That in the preparation of the annual accounts for the year ended 31 March, 2011, the applicable accounting standards had been followed along with proper explanations relating to material departures/variations.

(ii) That such accounting policies have been selected and applied which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of 31 March, 2011 and of the Profit or Loss of the Company for the year.

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the annual accounts on a going concern basis.

16. Directors

The following changes took place in the Board of Directors of the Company since the last report:

Appointment

Shri G Srinivas has been appointed as part time Official Director with effect from 19 October, 2010.

Smt. Anj ali Anand Srivastava has been appointed as part time Official Director with effect from 17 January, 2011.

Shri Avijit Ghosh has joined as Director (Mining) with effect from 1 June, 2010

Shri K K Saberwal has joined as Director (Finance) with effect from 1 February, 2011.

Major General (Retd) Raajnish Gossain and Shri Apurba Kumar Sarmah have been appointed as Independent Director of the Company with effect from 23 September, 2010

Cessation

Shri Sanjiv Kumar Mittal ceased to be a part time Official Director with effect from 17 January, 2011.

Smt. Aj ita Bajpai Pande ceased to be a part time Official Director with effect from 19 October, 2010.

S/Shri Arun Kumar Mago, Michael Bastian, S K Banerjee, Santikam Hazarika and Dr Mukesh Khare ceased to be Directors as they have completed their three year tenure as independent director of the Company on 6 January, 2011.

The Board places on record its appreciation for the valuable services rendered and contribution made by Smt. Ajita Bajpai Pande, S, Shri Sanjiv Kumar Mittal, Arun Kumar Mago, Michael Bastian, SK Banerjee, Santikam Hazarika and Dr. Mukesh Khare during their tenure on the Board of HCL.

17. Auditors

M/s. Agrawal Anil & Company, New Delhi and M/s. Ray & Company, Kolkata were appointed as joint statutory auditors to audit the accounts of the Company for the year 2010-2011.

M/s. Ranajit Ghosh, Kolkata was appointed as Cost Auditors of the Company to audit cost accounts relating to manufacture of sulphuric acid at ICC for the year 2010-11.

18. Comments of C& AG and Statutory Auditors & Management Replies thereon

The comments of C& AG under Section 619(4) of the Companies Act, 195 6 on the accounts of the Company for the year ended 31 March, 2011 along with the review of accounts of your Company by C&AG and statutory auditors' observations along with management replies thereto are annexed to this report.

19. Particulars of Employees in terms of Section 217(2A) of the Companies Act, 1956

There was no employee of the Company who received remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

20. Appreciation:

In conclusion, your Directors wish to place on record their appreciation of the hard work put in by all employees of the Company during the year under review. The Board gratefully acknowledges the valuable guidance and co-operation received from the Ministry of Mines and other Ministries/Departments of the Government of India and the support received from the State Governments of Rajasthan, Jharkhand, Madhya Pradesh, Maharashtra and West Bengal and the Company's bankers, auditors, C&AG customers and office bearers of the recognized trade unions of different units/head office. The Board also thanks all shareholders and investors for the trust reposed by them in the Company.

For and on behalf of the Board of Directors

Place: Kolkata Shakeel Ahmed

Date: 11th August, 2011 Chairman-cum-Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the forty second annual report of the Company together with the audited statement of accounts and auditors report thereon for the year ended 31 March, 2010.

1. PHYSICAL PERFORMANCE

The comparative physical performance of production and sales for the year 2009-10 vis-a-vis 2008-09 is as under:

Particulars 2009-10 2008-09

Ore (000 tonnes) 3,205 2,983

Metal-in-concentrate (tonnes) 28,202 27,589

Cathode (tonnes) 17,516 30,036

CC Wire Rod (tonnes) 41,999 51,777

Sales (tonnes)

Refined Copper 30,752 35,714

MIC 10,134 3,540

The physical performance in the mining sector has shown improvement compared to previous year as Ore and Metal in Concentrates (MIC) production during the year was higher by 7% and 2% respectively. The improvement in performance has been achieved despite loss of production for about one and a half month at Malanjkhand Copper Project (MCP) due to water shortage.

Shortfall in Cathode production was on account of continued shut-down of the Smelter Plant at Khetri Copper Complex (KCC) during the entire financial year on economic considerations.

CC Wire Rod production was as per the availability of in-house raw material (cathode) as the Company stopped procurement of cathode from outside for conversion into Wirerod due to change in business model on economic considerations.

Initiatives for growth of the Company:

Development of Banwas Copper Deposit: North of Khetri mine is the Banwas Copper Deposit which has an ore reserve of 25 million tonnes @1.69% Cu. A contract for 5 years has been awarded to develop this deposit with a decline from surface connecting underground working. With the exploitation of Banwas deposit, about 6.0 lakh tonne of ore @ 1.10% Cu ore per annum will be mined from the 5 year onwards using existing infrastructure of Khetri mine.

Malanjkhand Copper Mine: MCP open pit has been re-designed by limiting the depth of the pit to 240 metre from surface against an earlier plan of 300 metre. The portion of the ore between 240 and 300 metre depth will be mined out by underground mining method. This will reduce the cost of mining. The open pit mine will be producing @ 2 million tonnes of ore per annum till 2017-18.

Khetri mines: To increase production to 1.0 Mta, action is taken for Khetri Phase - II operation, this would involve deepening of both service and production shaft from 0 mRL to (-) 300 mRL and constructing ore and waste handling system along with mine developments.

Kolihan mine: Two sets higher capacity low profile dump trucks (LPDT) & loading equipment (LHD) has been provided for improvement of mine production. To increase production of Kolihan mine to 1.5 Mta, additional hoisting system along with ore handling system is required since the present ore hoisting system of Kolihan Mine has a capacity of around 0.9 Mta. For this, planning is being done to make use the existing service shaft from 306 mRL to 0 mRL with certain modification and extending in depth upto (-) 220 mRL and connecting upto 424 mRL, the present opening of Kolihan mine.

Malanjkhand underground mine: Action has been initiated to develop an underground mine below the existing open pit as per report of M/s Bishimetal Exploration Company to produce 5.0 million tonne of ore per year from 9th year of starting of construction of work. For this, Pre-Application Conference was conducted to receive the responses from the prospective bidders.

Re-opening of closed mines at ICC: Company has also initiated action to re-open closed mines at Singhbhum Copper Belt of ICC along with opening of Greenfield mine at Chapri-Sideshwar mine through outsourcing. Company is pursuing vigorously with Government of Jharkhand for renewal of mining leases for Kendadih mine and execution of lease deed for Rakha mine.

2. FINANCIAL PERFORMANCE

The comparative working results for the year 2009-10 vis-a-vis 2008-09 are as under:

(Rs in crore) Particulars 2009-10 2008-09

Turnover 1429.85 1349.10

Profit/(Loss) before tax 215.84 5.48

Net profit/(Loss) after tax 154.68 (10.31)

Financial performance during the year improved substantially due to i) increase in LME price of copper compared to last year ii) improvement in performance in mining and iii) sale of surplus metal in concentrate (MIC).

3. ENERGY CONSERVATION

HCL continued to give priority for energy conservation measures at various stages of process from mining of ore to extraction of copper metal. Special efforts were made in making the operations energy efficient. The achievements made in regard to reduction in specific energy consumption over previous year are indicated below:

Sl. No. Specific Consumption Unit 2009-10 2008-09

1 ICC Refinery Power Kwh/T 333 375

2 ICC Smelter fuel Lit/T 531 827

3 ICC Smelter Oxygen m3/T 650 693

4 MCPMine Kwh/T 0.52 0.75

4. ENVIRONMENT & POLLUTION CONTROL MEASURES

The ambient air quality is regularly monitored at mines, process plants and residential areas at all the units as per pollution control board guidelines/standards. To further improve the existing environmental management plan, the environment cells at the units are in the process of implementing the recommendations arising out of the environmental audit earlier done through an external agency. Recommendations of the agency are in the process of implementation in phases taking into account the availability of funds.

The range of air quality around the various mines of the Company given in Annexure - I is well within the standards and limits as prescribed by the pollution control board.

Effluent treatment facilities installed at the units of the Company have been working satisfactorily during the year and meeting regulatory norms as prescribed by the Pollution Control Boards. Discharged process of water is being recycled after treatment thus conserving the water. Quality of water which is recycled is projected in Annexure - I.

Solid waste from plants and hospitals are also safely disposed off or stored as per guidelines prescribed by the pollution control boards.

Company promotes several environment friendly activities by planting trees, improving house- keeping, cleanliness, hygiene and safety through several programmes round the year. The Company has planted different types of flora around the mining and township areas at the units to maintain the green environment.

5. SAFETY

Safety remains high priority area, and the Company is always aiming to achieve "Zero Accident". The Board is happy to report that there was no fatal accident in any of the mines operated by the Company. However, Khetri mine reported one serious accident and Malanjkhand mine reported three serious accidents. Surda mine operated by HCL contractor IRL reported one fatal and two serious accidents in calendar year 2009.

Like previous years, the Company received the following reward in mine safety:

i. National Safety Award for the year 2008 as Winners and Runners up for longest Accident Free Period for Khetri and Kolihan mine respectively, awarded by Honble Vice President of India.

ii. KCC Group awarded as "Best Team in Theory" in all India Rescue Completion, 2009-10.

iii. Nagpur Zone-II, under jurisdiction of DGMS, Malanjkhand Mine won prizes in eight categories in Mine Safety Competition -2009.

Tripartite Safety Committee (TSC) meeting attended by Officials of HCL Units, DGMS and Trade Union Officials of MCP, KCC & ICC were held at MCP on 9th December 2009 under the Chairmanship of Director (Mining).

Besides the above, special training, regular refresher training programmes and on-the-job training are provided to all employees. Safety Campaigns like "Annual Mines Safety Week", "Fire Services Day", and "Industrial Safety Day" celebrations are being conducted regularly with active participation of employees in all the Units of HCL.

6. RESEARCH & DEVELOPMENT / SCIENCE & TECHNOLOGY / TECHNOLOGY ABSORPTION

Bio-leaching at MCP: HCL has collaborated with Institute of Minerals & Materials Technology (IMMT), Bhubneshwar to develop bio leaching technique at MCP. The experimental bio-heap of 1000 MT of crushed lean sulphide ore showed a recovery in the range of 1%, efforts are on for attaining a recovery of 3.3% by changing the operation parameters.

Soil Restoration at MCP: Work has commenced at MCP tailing pond for plantation of grass turf for soil restoration. The work will be completed by Sept 10 end. Besides this there is a proposal for the construction of relief wells on the periphery of the tailing dam and mines waste dump sites, for recycling of water and pollution control.

Hi-chrome grinding media at MCP: Trial use of Hi-chrome grinding media at MCP concentrator plant was initiated in January 2009. As a result of this, cost saving in the grinding media per ton of milling is around Rs. 20/-. This is also being implemented at KCC.

High Rate Thickener (HRT) for tails at KCC: HRT is in operation at KCC from mid Dec 2009. As a result of which the Unit is not facing process water shortage after its installation. The recovery is at the rate of 100 CuM per hour.

Installation of 300 eft cells at KCC concentrator plant: In 2009 new 300 eft cells were installed in place of old Cleaner-I & Scavenger cells for the improvement in concentrator grade. Concentrator grade of 17.16% Cu was achieved in 2009-10 and in April 2010 it was 18.39% Cu. Auto level controllers are being fitted in these rows for further improvement. Two new 300 eft cells for Re-cleaner cells will be installed and commissioned in mid May 2010. This will help control insoluble content and maintain the concentrator grade.

New HRT: New HRT for ore concentrate will be commissioned by mid May 2010 at KCC. This will help improve dewatering and increase concentrate handling capacity to withstand increase in production in the coming years.

7. IT Initiatives

For bringing about dynamism, transparency and business efficiency, Company has initiated various IT initiatives spanning all operational areas. Major initiatives are:

i. ERP implementation

Enterprise Resource Planning (ERP) - ERP solution (Oracle e-biz suite R12) covering all operational areas - manufacturing, maintenance, marketing, finance, materials - is working satisfactorily. Real time and uniform transaction processing and reliable information flow from ERP has enabled faster decision making along with standardization of all processes, procedures and management information system.

ii. e-Procurement

The procurement of stores & spares items above a threshold value of Rs 1.0 lakh is done through Enterprise Procurement System (EPS), conducted by an outside agency. In this system, the suppliers submit their bids online, and the evaluation of the bids are also done on-line.

iii. e-Payments through RTGS

e-Payment system implemented and working satisfactorily wherein payments are made directly to Supplier/Contractor bank accounts after obtaining proper mandate.

iv. Real time LME booking

A web based system is in place to enable customers to place orders with HCL on-line, based on Real time LME rate. The customers can monitor the order booking status and can view HCLs price circulars.

v. On-line Vendor registration

The Vendors continue to register themselves on-line with HCL by submitting the relevant data, which are captured on-line, validated and stored in the data base.

vi. On-line Vigilance Complaints registration and monitoring

Web based system has been implemented by HCL where complaints can be registered through website. The complaint status can also be captured on-line.

vii. Annual Property return submission

A System has been developed for Employees to submit their annual property returns through Employee Self Service login facility in ERP.

viii. Mine planning software

DATAMINE & SURPAC mine planning software implemented at Khetri & Malanjkand units respectively are working satisfactorily. The software helps in Digitized block modeling and grade estimation, Digitized mine planning and drill design, Accurate reserve & excavated quantity measuring, Geological data immersion

8. DEVELOPMENT OF SSI AND ANCILLARY UNITS

The Company continued to follow Government guidelines in encouraging procurement of materials from SSI and ancillary Units. During the year 2009-10, the Company, among other several items, purchased Cast Iron Grinding Media Balls from SSI consortia Unit of the National Small Industries Corporation (NSIC) Ltd. SSI Units, registered with NSIC are exempted from payment of Earnest Money Deposit (EMD) in full, and from submission of Security Deposit (SD) to the extent of their monetary limits fixed by NSIC.

9. MANAGEMENT DISCUSSION AND ANALYSIS

9.1 Industry structure and developments

Till 1997, State owned Hindustan Copper Limited (HCL) was the only Company producing primary refined copper in the country meeting about 25-30% of the countrys refined copper requirement, the balance being imported. Presently, four major players with total installed production capacity of around ten lakh tonnes of refined copper dominate the Indian copper industry. However, HCL with production capacity of 49,500 tonnes per annum continues to be the only vertically integrated primary copper producer having its own captive mines. The captive mines used to meet about 60% of Companys requirement for concentrate, the rest being imported. The two private sector companies, viz. M/s.Hindalco Industries Ltd. (Unit: Birla Copper) and M/s.Sterlite Industries (I) Ltd., with production capacities of 5,00,000 tonnes and 4,00,000 tonnes per annum respectively, have set up shore-based smelters relying on imported concentrate. The fourth player, M/sJhagadia Copper Ltd. with plant capacity of 50,000 tonnes per annum produces refined copper through the secondary route (using copper scrap). While the private Companies have the benefits of high scale of operation along with locational advantage, HCL has a competitive advantage by virtue of ownership of mines.

During the last few years, there has been a paradigm shift in the Indian copper industry where India has now become a net exporter of refined copper from the earlier position when bulk of its refined copper requirements were imported.

9.2 Business scenario

After the drastic fall in the LME copper price during October- December, 2008, there has been a continuous improvement in the price situation. Presently the copper price is hovering in the range of US$ 7000. Copper price per tonne reckoned for the entire year (2009-10) averaged to US $ 6101 as compared to previous year (2008-09) average of US $ 5864.

As a strategic measure, HCL has stopped the import of copper concentrate (which was previously being done to supplement in-house production) on economic considerations and as a consequence the smelter at Khetri Copper Complex (Rajasthan) was shut down with effect from December08. HCL is now operating only one smelter, i.e. at Ghatsila (Jharkhand) while giving full thrust on capacity utilization and on mining at all the mines (located in Madhya Pradesh , Rajasthan & Jharkhand) . The in-house copper concentrate which is thus produced in excess of the smelter requirement is being successfully sold in the open market.

As per the estimate of Indian Copper Development Centre (ICDC), refined copper usage in India was 5, 35,000 MT during 2008-09. The refined copper usage in India is estimated to be 5, 70,000 MT during 2009-10 with a growth rate of 6 to 7%.

As per International Copper Study Group (ICSG), the refined copper market balance for 2010 could show a surplus of about 5, 80,000 MT as growth in copper supply is expected to exceed projected weak growth in industrial copper demand. For 2011, a surplus of around 2,40,000 MT is anticipated as economic activity is expected to boost demand in copper end-use market. While actual industrial demand in 2010 is expected to increase in all of the major consuming regions, copper market off-take is expected to decline slightly from the 2009 level owing to lower apparent Chinese demand. In 2009, Chinas apparent consumption increased by 38% significantly exceeding the estimated growth in Chinas semi-manufacture production. As per ICSG estimate, refined copper usage during 2009 was 18.20 million MT. The current global economic crisis has significantly reduced world refined copper usage. ICSG expects world apparent refined usage in 2010 to decline by 1.5%, declining to 17.9 million MT. Australia based CRU Group, which is a reputed analyst for commodities, has predicted copper price of US $ 10,000 in the next 3 years. This along with proposed expansion of HCL mines will considerably add to the profitability of the Company.

9.3 Opportunities and threats

In India, there is under-capacity at the mining stage vis-a-vis the demand. HCL is the only fully integrated copper producing Company in the country holding all operating mining leases. Out of 370 million tonnes of copper ore reserves in the country, HCLs lease rights cover more than 280 million tonnes. The Company has adequate opportunity to augment its mining capacity by increasing production from the existing mines and by developing new mines besides reopening some of the mines that were closed in the past. HCL has reoriented its business strategy to take advantage of the situation and has planned to take the mine production level from the existing 3.15 million tonnes to a level of 12 million tonnes within next 5-7 years.

The threat perception for the Company includes great volatility of world copper prices and increasing cost of inputs. Further, HCL may also witness threat to its market share on account of intense competition from imports and other domestic manufacturers.

9.4 Product wise performance

Sale of copper products during 2009-10 has been slightly higher as compared to 2008-09. Item wise break up is as follows:-

(in MT)

Products 2009-10 2008-09

CC Rod 29511 33336

Cathode 1241 2359

Wire Bar 0 19

Total Refined copper 30752 35714

MIC 10134 3540

Total 40886 39254

9.5 Future outlook

Leaving behind the recent economic meltdown, Indian economy is on a buoyant growth path and the GDP growth is expected to be in the range of 8% while India along with China is predicted to be the future economic superpower. Along the countrys growth path, emphasis would be largely on infrastructure developments and copper consumption is likely to maintain the momentum ensuring demand for the company products.

As per the business strategy adopted by the Company, mining has been identified as the key thrust area. The Company has proposed to re-open closed mines, explore / exploit and develop new mining deposits and optimise production from existing mines.

HCL has made blue prints for expansion of mine production from current level of 3.2 million tonnes per annum to 12.0 million tonnes per annum in next 5 to 7 years. The schemes are under finalization and work on pre-project activities has been started. The identified plans such as expansion of Khetri and Kolihan mines, development of underground mine at MCP, re-opening of closed mines (Rakha & Kendadih) & development of Chapri Sidheswar Copper belt at ICC.

9.6 Risks and concerns

Main business risks faced by HCL continue to be the volatility of LME price of copper and the hardening of rupee against US$ as these two factors determine the selling price of copper. As the capacity of the private players is far in excess of countrys demand, the excess of production is normally exported by them. With the economic downturn in the export market, there is a risk that these players would push their material in the local market bringing the price further down.

9.7 Internal control systems and their adequacy

The Company has provision for an effective internal control system commensurate with its size. The existing system is being further strengthened for smooth functioning and adequacy of internal control systems. As per Government guidelines, the Company has introduced e-tendering for procurement of materials and e- banking for payments for greater transparency.

9.8 Vigilance activities

Vigilance is an essential management tool to be used for quality output enabling an organization to be on a higher growth trajectory. As part of preventive vigilance effort corporate management is being advised to take initiatives towards system strengthening through adherence to set procedure and guidelines, due diligence, analysis of audit reports and its incorporation in corporate decision making.

A campaign for creating awareness was taken up by organizing the Vigilance Awareness Week Celebration commencing from 03.11.2009 to 07.11.2009 at all the Units including at Head Office. Stress was given on preventive vigilance and leveraging of information technology with a view to minimize scope for corruption and assisting the management in improving the systems and procedures.

9.9 Discussion on financial performance with respect to operational performance

The financial performance for 2009-10 vis-a-Vis 2008-09 is summarised below :

(Rs in crore)

Particulars 2009-10 2008-09

a. Sales 1429.85 1349.10

b. Net of Extraordinary Income/(Expenses) (46.11) (30.80)

c. Value of Production 1506.04 1344.27

d. Cost of production excluding depreciation, provisions, write-off and interest 1217.21 1278.20

e. Profit before depreciation, provisions, write-off and interest 242.72 35.27

f. Depreciation, provisions and write-off 23.39 22.97

g. Interest 3.19 6.82

h. Profit/ (Loss) before tax 215.84 5.48

i. Provision for taxation - Current 64.77 5.98

- Fringe Benefit - 0.55

- Deferred (3.61) 9.26

j. Profit/ (Loss) after tax 154.68 (10.31)

k. Cash Profit 174.46 21.92

9.9.1 Capital expenditure

During the year, no Government support for capital expenditure was asked for, nor received, as the Company proposes to meet its capital expenditure out of internal resources. The approved capital outlay on account of Replacements & Renewals (R&R) of plant & machinery stands at Rs 80.78 crore, out of which the actual expenditure incurred during the year was Rs 80.45 crore.

9.9.2 Loans

During the year, your Company, had virtually no secured and unsecured loans in its books as it is a debt free Company.

9.9.3 Contribution to exchequer

During the year 2009-10, the Company contributed a sum of Rs 258.76 Crore to the exchequer by way of duties, taxes and royalties, as against Rs 307.00 Crore in 2008-09, as detailed below:

(Rs in crore)

Particulars 2009-10 2008-09

Excise Duty 106.69 139.48

Customs Duty 1.06 58.09

Sales Tax 38.40 34.58

Royalty and Cess 37.34 26.25

Income Tax 66.88 39.20

Others 8.39 9.40

Total: 258.76 307.00

9.9.4 Expenditure in foreign currency

During the year 2009-10, the Company spent foreign currency towards import of copper concentrate, components, stores & spares, travelling and consultation fees, etc. to the tune of Rs 59.54 crore as compared to Rs 310.61 crore in 2008-09.

9.9.5 Earnings in foreign exchange

During the year 2009-10, the Company earned foreign exchange of Rs 36.10 crore through exports of anode slime, as against Rs 75.22 crore earned in 2008-09.

9.10 Industrial relations and HR initiatives

9.10.1 Industrial Relations

Industrial Relations in the Company remained peaceful and harmonious. Various bi-partite fora with representatives of the Management and the Unions at the Apex, Unit and Shop floor levels functioned well. An MoU was reached with the recognized Trade Unions after protracted discussions on Workmens Wage Revision effective from 01/11/2007 which has since been implemented. The Company also implemented Executive Pay Revision with effect from 01/01/2007 as per Government guidelines.

9.10.2 Redeployment and Rationalization of Manpower

The Company has been making continuous efforts to redeploy manpower after suitable re-training wherever necessary to ensure proper distribution and utilization of manpower and also to minimize idle manpower on account of plant shutdowns. 118 personnel were redeployed at KCC.

9.10.3 Training

Based on identified needs, several in-house training programmes were organized, with wider coverage of employees and issue-based discussions. The Company selectively nominated employees for specialized training programmes/Workshops/Seminars/Conferences organized by reputed professional agencies and Institutes. In the year 2009-10, against a training target of 5225 man days, total of 6028 man days of training were imparted. The ratio of trained to target man days of training is 1.15.

9.10.4 Recruitment

The recruitment process initiated in May/June, 2008 for inducting young professionals at entry level was decided by the Board to be replaced by limited recruitment in key areas of 136 Executives spread over the 5 years 2010-2014 to meet critical requirements arising out of skill depletion due to superannuation etc. The proposal is under implementation.

9.10.5 Employee turnover

Consequent upon raising of superannuation age from 58 years to 60 years w.e.f. 31/07/2007,100 employees superannuated from the Company during 2009-10, while 40 separated on other accounts including death and resignation. Thus, total separation during 2009-10 stood at 140, viz., Executives 53 and Non-Executive 87. The Company did not operate any Voluntary Retirement Scheme during this period.

9.10.6 Communication

Company continued to improve communication with the employees through various measures. Communication programmes relating to safety, productivity and energy conservation were also organized at the Unit level. The Companys quarterly House Journal Tamralipi published in Hindi and English was well circulated. For better dissemination of information, Personnel Policies/Rules/Amendments were placed on the Companys website and could be accessed by the employees. The Company is also using its internal e-mail facilities to improve communication in general.

Image building exercises gained momentum through extensive news and media coverage. The Company has also made its presence felt in the national and international fora through quality participation.

The Company has introduced a system of centralized farewell functions at all Units for its retiring employees on the last working day of the month which is held at Unit Head level. Retiring employees are also paid their payable dues as per rules on their last working day.

9.10.7 Employees Participation in Management

Employee participation in management has been the backbone of harmonious Industrial Relations in the Company. Successful operation of various bi-partite fora at all the three level, namely, at the Apex level, Unit level and the Shop floor level have contributed in a major way to the smooth functioning of the Company.

9.10.8 Quality Circles

One of the Quality Circles of the Company, viz., Pragati of ICC was rated Excellent based upon their Case Study presentation at the National Convention of Quality Circles-2009 at Bengaluru (18-21 December, 2009). There is sustained focus on furthering the Quality Circle movement in the Company to improve production and productivity through participation of employees.

9.10.10 Representation of SC/ST/OBC community employees in the Company

Out of the total manpower of 5300, the representation of employees belonging to SC, ST and OBC communities was 16.55%, 12.47% and 12.43% respectively as on 31.03.2010.

9.10.11 Communal Harmony and National Integration

In the Companys townships at Khetri, Malanjkhand and Ghatsila as well as at other places of work, employees and their family members live in a spirit of harmony and togetherness and joyously celebrate all religious and social festivals irrespective of caste, creed, religion and language.

In pursuance of Government directives based on the Judgment of the Honble Supreme Court in Visakha case, the Company has set up Committees for Prevention of Sexual Harassment of Women at Work Place at all the Units/Offices of the Company. A provision in this regard has also been incorporated (Clause 19.2) in the HCL Conduct, Discipline and Appeal Rules, 1979.

9.10.13 Status of Implementation of The Persons With Disabilities (Equal Opportunity, Protection of Rights and Full Participation) Act, 1995

In the last few years, as the Company had been rationalizing its manpower, there had been no scope of fresh recruitment. The number of physically challenged persons employed in the Company as on 31.03.2010 was 57.

9.10.14 CSR Initiatives

After the Baseline Survey conducted in 2007 for the purpose of social mapping to initiate CSR activities, initially, five villages in the vicinity of each of the three Units at KCC, MCP and ICC were identified for rolling-off CSR activities, focusing on health, general hygiene, sanitation, awareness generation and formation of Self Help Groups (SHGs) with the support of local NGOs and community participation since April, 2008.

The initial activities have also built up the necessary ground work for implementing micro-finance projects for the SHGs - towards creation of alternative employment activities and resource formation. At all the three Unit locations, Mobile Medical Units equipped with Medical Personnel conduct weekly Health Camps at the selected villages for community health check-up.

The Company is committed to providing 0.5 percent of its Net Profit towards social sector activities on a continuing basis.

9.10.15 Progressive Use of Hindi

The Company continued its thrust on implementation of Official Language policy of the Government of India. Employees are constantly motivated to use Hindi in their day-to-day official work for which Hindi workshops are conducted in the Units and Corporate Office at regular intervals. Regular review with regard to progressive use of Hindi and difficulties faced were carried out in quarterly meetings of Official Language Implementation Committee under the Chairmanship of Unit Heads in Units and CMD at Corporate Office. Hindi fortnight and Hindi Day were celebrated in the Offices and Units of Company from 14th to 28th September 2009, under which various competitions were organized to generate interest among employees towards use of Official Language Hindi and winners were awarded. The messages of Honble Home Minister, Honble Mines Minister, and CMD were circulated / read out in all Offices/Units on the occasion of Hindi Day.

Inspection regarding implementation of Official Language was conducted in respect of Corporate Office on 20/11/2009 by Assistant Director (OL) and 22/02/2010 by Deputy Director (Implementation). The authorities were satisfied with the steps taken by the Company for progressively increasing usage of Official Language in official working. During the year 2009-10 the Company participated in both the half yearly meeting of Town Official Language Committee (PSUs), Kolkata held on 28/08/2009 and 29/01/2010.

In-house Journal of the Company "Tamralipi" continued to be published both in Hindi and in English which were regularly distributed among the employees. These were also sent to the members of Hindi Advisory Committee. The Annual Report as well as HR Policy Guide of the Company were also published in Hindi and English. " Every Day One Hindi Word scheme was operational for improving the Hindi vocabulary among the employees.

9.10.16 Presidential Directives

For Revision of Scales of Pay for the Board level and Below Board level Executives with effect from 01/01/2007, Presidential Directive was received from Govt, of India, Ministry of Mines vide letter no. 10/4/2009-Met.III dated 22nd October, 2009 which has been implemented.

10 STATUS OF MINING LEASES

(i) Mining leases in respect of Khetri, Kolihan and Chandmari at KCC are valid up to 22.02.2013, 23.11.2016 and 16.12.2012 respectively.

(ii) Mining lease No. 1 & 2 of Malanjkhand is valid upto 27.08.2013. The other two adjoining mining leases applied earlier are being pursued.

(iii) Mining lease in respect of Surda Mine is valid upto 14.06.2014.

(iv) Kendadih Mining Lease renewal and Rakha Mine execution of Lease Deeds are in advance stage of clearance with the Govt of Jharkhand. The second stage forest clearance for Kendadih mine has been approved by the Ministry of Forest & Environment, Government of India, New Delhi (MoFE) and is valid for 30 years w.e.f 24/11/92.

(v) Mining Lease application has been submitted for Dhobani Pathargora Intervening Block.

(vi) Prospecting License (PL) has been applied for the two areas at Baniwali-Ki Dhani in Sikar Dist of Rajasthan for an area of 36.116 sq.km and another for 8.65 sq.km. Government of Rajasthan has recommended grant of PL for the area 36.0738 sq.km in favour of HCL to the Ministry of Mines in May 2010. Approval of the Ministry of Mines to the State Government for grant of PL is awaited.

(vii) Dhani Bansri for an area 156.92 Hect has been applied for PL in May08. Presently this area is under M/s. Geomysore who has been granted the Reconnaissance Permit (RP). All applications will be considered after M/s. Geomysore surrenders the RP.

(viii) Prospecting licenses for Jatta, Shitalpani, Dhori, Gidori has been applied in the state of Madhya Pradesh and is awaiting no due certificate by the State Government for final submission.

RP in the district of Balaghat is in the process of finalization by the Government of MP and awaiting response.

(ix) The other areas applied for Mining Lease are in the state of Jharkhand at Dhatkidli Trildih Block in the adjoining district of Saraikala.

Regular follow up is being done with the concerned authorities for obtaining the permits and leases.

11. CORPORATE GOVERNANCE

A report on Corporate Governance as per SEBI directives and stock exchange listing requirements is given at Annexure-II forming part of this report together with statutory auditors certificate on corporate governance.

12. CODE OF CONDUCT

The Company has in place a Code of Conduct applicable to the Directors as well as Senior Management and the same has been circulated to all concerned and posted at the Companys website www.hindustancopper.com. All Board members and senior management personnel have affirmed St compliance of the code for the year ended 31 March, 2010.

13. DIRECTORS RESPONSIBILITY STATEMENT

On the basis of compliance certificate received MD & CFO and other executives of the Company and subject to disclosures in annual accounts as on 31.3.2010 on the basis of discussions with Statutory Auditors of the Company from time to time- st

(i) Your Directors confirm that in the preparation of the annual accounts for the year ended 31 March, 2010, the applicable accounting standards had been followed along with proper explanations relating to material departures/variations.

(ii) Such accounting policies have been selected and applied which are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of 31 March, 2010 and of the Profit or Loss of the Company for the year.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a going concern basis.

14. DIRECTORS

The following changes took place in the Board of Directors of the Company since the last report:

Sri Shakeel Ahmed has joined as Chairman-cum-Managing Director of the Company with effect from 28.10.2009.

Sri M Samajpati ceased to be Director (Finance) and Sri R C Singla ceased to be Director (Mining) of the Company on 21.10.2009 and 31.12.2009 respectively.

The Board places on record its appreciation for the valuable services rendered and contribution made by S/Sri M Samajpati and R C Singla during their tenure on the Board of HCL.

15. AUDITORS

M/s. Agrawal Anil & Company, New Delhi and M/s. Ray & Company, Kolkata were appointed as joint statutory auditors to audit the accounts of the Company for the year 2009-2010.

M/s. Bandyopadhyaya Bhaumik & Co, Kolkata and M/s. Ranajit Ghosh, Kolkata were appointed as Cost Auditors of the Company to audit cost accounts relating to manufacture of sulphuric acid at KCC and ICC, respectively for the year 2009-2010.

16. COMMENTS OF C&AG AND STATUTORY AUDITORS & MANAGEMENT REPLIES THEREON

The comments of C&AG under Section 619(4) of the Companies Act, 1956 on the accounts of the Company for the year ended 31.3.2010 along with the review of accounts of your Company by C & AG and statutory auditors observations along with management replies thereto are annexed to this report.

17. PARTICULARS OF EMPLOYEES IN TERMS OF SECTION 217(2A) OF THE COMPANIES ACT, 1956

There was no employee of the Company who received remuneration in excess of the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

18. APPRECIATION

In conclusion, your Directors wish to place on record their appreciation of the hard work put in by all employees of the Company during the year under review. The Board gratefully acknowledge the valuable guidance and co-operation received from the Ministry of Mines and other Ministries/ Departments of the Government of India and the support received from the State Governments of Rajasthan, Jharkhand, Madhya Pradesh, Maharashtra and West Bengal and the Companys bankers, auditors, C&AG, customers and office bearers of the recognized trade unions of different units/head office. The Board also thanks all shareholders and investors for the trust reposed by them in the Company.

For and on behalf of the Board of Directors

Shakeel Ahmed

Chairman-cum-Managing Director Place: Kolkata Date : 14.05.2010

 
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