| Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) |
| I. Disclosure on website in terms of LODR Regulation |
| Sr |
Item
| Compliance status (Yes/No/NA)
| If status is No details of non-compliance may be given here.
| Web address
|
| 1.1 |
Details of business |
Yes |
|
https://www.hindustancopper.com/Page/CompanyProfile |
| 1.2 |
Memorandum of Association and Articles of Association |
Yes |
|
https://www.hindustancopper.com/Content/PDF/Memorandum%20and%20Articles%20of%20Association_HCL.pdf |
| 1.3 |
Brief profile of board of directors including directorship and full time positions in body corporates |
Yes |
|
https://www.hindustancopper.com/Page/TheBoard |
| 2 |
Terms and conditions of appointment of independent directors |
Yes |
|
https://www.hindustancopper.com/Content/PDF/TandCofAppointmentofIndependetDirectors.pdf |
| 3 |
Composition of various committees of board of directors |
Yes |
|
https://www.hindustancopper.com/Content/PDF/Committees_of_the_Board.pdf |
| 4 |
Code of conduct of board of directors and senior management personnel |
Yes |
|
https://www.hindustancopper.com/Content/PDF/CC_Dir_Sr_Exe.pdf |
| 5 |
Details of establishment of vigil mechanism or whistle blower policy |
Yes |
|
https://www.hindustancopper.com/Content/PDF/Whistle_Blower_Policy.pdf |
| 6 |
Criteria of making payments to non-executive directors |
Yes |
|
https://www.hindustancopper.com/Content/PDF/criteria_pay_non-exe_dir.pdf |
| 7 |
Policy on dealing with related party transactions |
Yes |
|
https://www.hindustancopper.com/Content/PDF/Policy%20on%20MRPT_RPT.pdf |
| 8 |
Policy for determining material subsidiaries |
Yes |
|
https://www.hindustancopper.com/Content/PDF/Policy%20for%20Determining%20Material%20Subsidiaries.pdf |
| 9 |
Details of familiarization programmes imparted to independent directors |
Yes |
|
https://www.hindustancopper.com/Content/PDF/Fam_Pro_Ind_Dir.pdf |
| 10 |
Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances |
Yes |
|
https://www.hindustancopper.com/Page/companysec |
| 11 |
Email address for grievance redressal and other relevant details |
Yes |
|
https://www.hindustancopper.com/Page/companysec |
| 12 |
Financial results |
Yes |
|
https://www.hindustancopper.com/Page/QuarterlyResult |
| 13 |
Shareholding pattern |
Yes |
|
https://www.hindustancopper.com/Page/Shareholding |
| 14 |
Details of agreements entered into with the media companies and/or their associates |
NA |
|
|
| 15.1 |
Schedule of analyst or institutional investor meet and presentation prepared by listed entity for analyst or institutional investor meet |
Yes |
|
https://www.hindustancopper.com/Page/ScheduleOfAnalyst |
| 15.2 |
Audio or video recordings and transcripts of post earnings/quarterly calls |
Yes |
|
https://www.hindustancopper.com/Page/AudioOrVideoRecordings |
| 16 |
New name and the old name of the listed entity |
NA |
|
|
| 17 |
Advertisements as per regulation 47 (1) |
Yes |
|
https://www.hindustancopper.com/Page/Regulation47Advertisements |
| 18 |
Credit rating or revision in credit rating obtained |
Yes |
|
https://www.hindustancopper.com/Page/CreditRating |
| 19 |
Separate audited financial statements of each subsidiary of the listed entity |
Yes |
|
https://www.hindustancopper.com/Page/AnnualReportSubsidiaryOrJV |
| 20 |
Secretarial compliance report |
Yes |
|
https://www.hindustancopper.com/Page/SecretarialComplianceReport |
| 21 |
Materiality policy as per regulation 30 (4) |
Yes |
|
https://www.hindustancopper.com/Content/PDF/Policy%20for%20determination%20of%20materiality%20of%20events.pdf |
| 22 |
Disclosure of contact details of KMP who are authorized for the purpose of determining materiality as required under regulation 30(5) |
Yes |
|
https://www.hindustancopper.com/Content/PDF/Contact%20details%20of%20KMP%20for%20determining%20materiality%20of%20Events.pdf |
| 23 |
Disclosures under regulation 30(8) |
Yes |
|
https://www.hindustancopper.com/Page/InformationStockExchanges |
| 24 |
Statements of deviation(s) or variations(s) as specified in regulation 32 |
Yes |
|
https://www.hindustancopper.com/Page/StatementOfDeviation |
| 25 |
Dividend distribution policy as specified in regulation 43A (1) |
Yes |
|
https://www.hindustancopper.com/Content/PDF/Dividend_Distribution_Policy.pdf |
| 26.1 |
Annual return as provided under section 92 of the Companies Act 2013 |
Yes |
|
https://www.hindustancopper.com/Page/AnnualReturn |
| 26.2 |
Employee benefit scheme documents framed in terms of SEBI (SBEB) regulations 2021 |
|
|
|
| 27 |
Confirmation that the above disclosures are in a separate section as specified in regulation 46(2) |
Yes |
|
Complied |
| 28 |
Compliance with regulation 46(3) with respect to accuracy of disclosures on the website and timely updation |
Yes |
|
Complied |
| 29 |
Disclosure of notes on website in terms of Listing Regulations explanatory |
|
Annexure II
|
|
II. Annual Affirmations
|
| Sr |
Particulars |
Regulation Number |
Compliance status (Yes/No/NA) |
If status is No details of non-compliance may be given here. |
| 1 |
Independent director(s) have been appointed in terms of specified criteria of independence and/or eligibility |
16(1)(b) |
Yes |
|
| 2 |
Board Composition |
17(1), 17(1A) & 17(1C), 17(1D) & 17(1E) |
No |
The composition of Board of Directors was not in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as on 31.03.2026. As on 31.03.2026, the Board of Hindustan Copper Ltd (HCL) had Six Directors i.e., three functional Directors namely, Chairman and Managing Director, Director (Operations) & Addl. charge Director (Mining) and Director (Finance), two part time official / Government Nominee Directors representing the Administrative Ministry and one Independent Director. Five posts of Independent Directors were lying vacant on the Board of HCL as on 31.03.2026. HCL, being a Government Company, the power of appointment of directors on its Board is vested with the President of India, acting through the Administrative Ministry. The Company has requested the Ministry of Mines, Government of India to fill up the vacant posts of Directors and the same is under process. |
| 3 |
Meeting Of Board Of Directors |
17(2) |
Yes |
|
| 4 |
Quorum of board meeting |
17(2A) |
Yes |
|
| 5 |
Review of Compliance Reports |
17(3) |
Yes |
|
| 6 |
Plans for orderly succession for appointments |
17(4) |
Yes |
|
| 7 |
Code of Conduct |
17(5) |
Yes |
|
| 8 |
Fees/compensation |
17(6) |
Yes |
|
| 9 |
Minimum Information |
17(7) |
Yes |
|
| 10 |
Compliance Certificate |
17(8) |
Yes |
|
| 11 |
Risk Assessment & Management |
17(9) |
Yes |
|
| 12 |
Performance Evaluation of Independent Directors |
17(10) |
NA |
|
| 13 |
Recommendation of Board |
17(11) |
Yes |
|
| 14 |
Maximum number of Directorships |
17A |
Yes |
|
| 15 |
Composition of Audit Committee |
18(1) |
No |
Due to insufficient number of Independent Directors on the Board of HCL, the composition of Audit Committee was not as per the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 during quarter ended 31.03.2026. |
| 16 |
Meeting of Audit Committee |
18(2) |
No |
Due to insufficient number of Independent Directors on the Board of HCL, the meeting of Audit Committee could not be held during quarter ended 31.03.2026. |
| 17 |
Role of Audit Committee and information to be reviewed by the audit committee |
18(3) |
No |
Due to insufficient number of Independent Directors on the Board of HCL, Audit Committee could not be constituted and therefore, agenda items which require approval/ recommendation of Audit Committee were placed in the meeting of the Board of Directors of the Company during quarter ended 31.03.2026. |
| 18 |
Composition of nomination & remuneration committee |
19(1) & (2) |
No |
Due to insufficient number of Independent Directors on the Board of HCL, the composition of Nomination and Remuneration Committee was not as per the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 during the quarter ended 31.03.2026. |
| 19 |
Quorum of Nomination and Remuneration Committee meeting |
19(2A) |
No |
Due to insufficient number of Independent Directors on the Board of HCL, the meeting of Nomination and Remuneration Committee could not be held during the quarter ended 31.03.2026. |
| 20 |
Meeting of Nomination and Remuneration Committee |
19(3A) |
No |
Due to insufficient number of Independent Directors on the Board of HCL, the meeting of Nomination and Remuneration Committee could not be held during the quarter ended 31.03.2026. |
| 21 |
Role of Nomination and Remuneration Committee |
19(4) |
No |
Due to insufficient number of Independent Directors on the Board of HCL, Nomination and Remuneration Committee could not be constituted and therefore, agenda items which require approval/ recommendation of Nomination and Remuneration Committee were placed in the meeting of the Board of Directors of the Company during quarter ended 31.03.2026. |
| 22 |
Composition of Stakeholder Relationship Committee |
20(1), 20(2) & 20(2A) |
Yes |
|
| 23 |
Meeting of Stakeholders Relationship Committee |
20(3A) |
Yes |
|
| 24 |
Role of Stakeholders Relationship Committee |
20(4) |
Yes |
|
| 25 |
Composition and role of risk management committee |
21(1),(2),(3),(4) |
Yes |
|
| 26 |
Meeting of Risk Management Committee |
21(3A) |
Yes |
|
| 27 |
Quorum of Risk Management Committee meeting |
21(3B) |
Yes |
|
| 28 |
Gap between the meetings of the Risk Management Committee |
21(3C) |
Yes |
|
| 29 |
Vigil Mechanism |
22 |
Yes |
|
| 30 |
Policy for related party Transaction |
23(1), (1A), (5), (6), & (8) |
Yes |
|
| 31 |
Prior or Omnibus approval of Audit Committee for all related party transactions |
23(2), (3) |
NA |
|
| 32 |
Approval for material related party transactions |
23(4) |
NA |
|
| 33 |
Disclosure of related party transactions on consolidated basis |
23(9) |
Yes |
|
| 34 |
Composition of Board of Directors of unlisted material Subsidiary |
24(1) |
NA |
|
| 35 |
Other Corporate Governance requirements with respect to subsidiary of listed entity |
24(2),(3),(4),(5) & (6) |
Yes |
|
| 36 |
Alternate Director to Independent Director |
25(1) |
NA |
|
| 37 |
Maximum Tenure |
25(2) |
Yes |
|
| 38 |
Appointment, Re-appointment or removal of an Independent Director through special resolution or the alternate mechanism |
25(2A) |
Yes |
|
| 39 |
Meeting of independent directors |
25(3) & (4) |
No |
Since, HCL had only one Independent Director on the Board, no meeting was held during the quarter and year ended 31.03.2026 |
| 40 |
Familiarization of independent directors |
25(7) |
Yes |
|
| 41 |
Declaration from Independent Director |
25(8) & (9) |
Yes |
|
| 42 |
Directors and Officers insurance |
25(10) |
Yes |
|
| 43 |
Confirmation with respect to appointment of Independent Directors who resigned from the listed entity |
25(11) |
NA |
|
| 44 |
Memberships in Committees |
26(1) |
Yes |
|
| 45 |
Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel |
26(3) |
Yes |
|
| 46 |
Policy with respect to Obligations of directors and senior management |
26(2) & 26(5) |
Yes |
|
| 47 |
Approval of the Board and shareholders for compensation or profit sharing in connection with dealings in the securities of the listed entity |
26(6) |
NA |
|
| 48 |
Vacancies in respect Key Managerial Personnel |
26A(1) & 26A(2), 26A(3) |
Yes |
|
| Any other information to be provided - Add Notes |
|
Disclosure of Imposition of Fine or Penalty
The details of imposition of fine or penalty during the quarter in terms of sub-para 20 of para A of Part A of Schedule III are given below: |
| Any Other Information for Disclosure of Imposition of Fine or Penalty |
|
| Sr. No. |
Name of the authority |
Nature and details of the action(s) taken or order(s) passed |
Date of receipt of direction or order, including any ad interim or interim orders, or any other communication from the authority |
Details of the violation(s)/ contravention(s) committed or alleged to be committed |
Impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible |
| 1
| EPFO, Jamshedpur |
Order No. JH/JAM/RO/JSR/PD/14967/2031 dated 03.02.2026 Penal and damages section 14B of EPFO
| 03-Feb-2026 |
Eastern Goldfields Limited (formerly known as Swan Gold Mining Limited, Monarch Gold Mining Company Limited) was awarded contract for operation and maintenance of Surda Mine and Mosaboni Concentrator Plant with extended contract period upto 31.12.2017 which was further carried out by M/s. India Resources Ltd. (ref. C-1) . However, M/s India Resources Ltd. has not deposited the PF dues of the employees engaged by them w.e.ffrom the month of December 2015 and onwards to EPFO. thus in view of default Tto comply with the statutory compliance, M/s Hindustan Copper Limited (HCL) HCL/ICC being the principal employer was directed to pay the said dues amounting to Rs. 2,80,58,047/- to EPFO u/s 7A vide Order No. JH/RO/JSR/7A/JH/14967/2019/4193 dated 31.07.2019. Accordingly, HCL/ICC made the payment of Rs. 2,80,58,047/- comprising of PF contribution and interest payable u/s 7Q to EPFO on 16.09.2019. After a lapse of nearly six years, HCL/ICC, being principal employer, was directed by the penal damages section of EPFO Jamshedpur to appear for a hearing on 24.09.2025. The hearing pertains to the summon notice u/s 14B & 7Q in connection with the defaulter establishment M/s India Resources Ltd., involving an assessed amount of Rs. 1,63,54,814/-. After several course of hearing the contention of HCL the plea/ICC was categorically rejected, and RPFC-I, Jamshedpur, vide Order No. JH/JAM/RO/JSR/PD/14967/2031 dated 03.02.2026, directed HCL/ICC to remit ₹1,63,54,814/- towards damages to liquidate the dues. Based on the appeal made by HCL, the Office of the Central Government Industrial Tribunal Cum-Labour Court (No.2), Dhanbad has issued stay order on 10.04.2026. Next hearing date is on 23.05.2026 |
1,63,54,814/- |
| 2
| BSE Ltd and National Stock Exchange of India Ltd |
Email dated 27.02.2026 received from BSE and Letter No NSE/LIST-SOP/COMB/FINES/0215 dated 27.02.2026 received from NSE vide which both the Exchanges have imposed fine of Rs.9,77,040/- each for non-compliance of provisions of SEBI Listing Regulations pertaining to composition of the Board and Constitution of Committees for the quarter ended 31.12.2025. Company requested administrative Ministry to appoint the vacant posts of directors on the Board of HCL
| 27-Feb-2026 |
Non-compliance of Regulation 17(1), 18(1) and 19(1) & (2) of SEBI (LODR) Regulations, 2015 pertaining to composition of the Board and Constitution of Committees for the quarter ended 31.12.2025 |
Rs.9,77,040/- each. HCL, being a Government Company, the power of appointment of directors on its Board as per its Articles of Association is vested with President of India, acting through the Ministry of Mines, Government of India. The Company has written to the Ministry of Mines, Government of India for appointment of required number of directors on the Board of HCL and the matter is under consideration. Consequent upon appointment of required number of directors on the Board of HCL, the Company will seek waiver of fines from both BSE and NSE. Hence, there is no impact on financial, operation or other activities of the Company. |
Disclosure of Updates to Ongoing Tax Litigations or Disputes
The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions
of Annexure 18 of the Master Circular are given below: |
| Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or Disputes |
|
| Sr. No. |
Name of the opposing party |
Date of initiation of the litigation / dispute |
Status of the litigation / dispute as per last disclosure |
Current status of the litigation / dispute |
| 1
| National E-Assessment Centre Delhi, Appeal to the commissioner of Income tax appeal |
18-May-2021
| Tax Disupute Rs 35.46 crore towards Closing Stock of Raw Materials and Stores and Spares, Written back Provisions aggregating and Disallowing of Sales Tax /VAT along with disallowance made u/s 36(1)(va) of PF Contributions made by HCL on 16.04.2018 instead of 15.04.2018 being Sunday. Status as per Last Disclosure:Pending with Commissioner (Appeals) |
Pending with Commissioner (Appeals) |
| 2
| Office of the Commissioner of Central Goods & Services Tax Audit, Jaipur, Rajasthan |
29-Jul-2024
| Khetri Copper Complex (KCC), a unit of Hindustan Copper Limited has appealed to Adjudication Branch, Commissioner, CGST, Alwar, Rajasthan on 26.09.2024 against the Order (No. F.No. GADT/ TECH/ IAR/6/2024-TECH and LEGAL-II/ 29.07.2024) passed by Joint Commissioner, CGST Audit, Jaipur-Rajasthan. KCC have received Order in Original from Commissioner, CGST, Alwar, Rajasthan on 04.02.2025 for Rs.13.67 crore GST tax RCM on Royalty, DMF, NMET and Rate and taxes for FY Jul'2017 to Mar'2021 and 100% Penalty on tax of Rs.13.67 crore. Status as per Last Disclosure:An appeal has been filed by KCC, HCL before the Commissioner (Appeals), CGST Jaipur on 05.05.2025 against the Order-in-Original issued by the Commissioner, CGST Alwar. The hearing of the appeal is yet to be held. |
The hearing of the appeal is yet to be held. |
| 3
| Panvel Municipal Corporation |
18-Dec-2021
| In Maharashtra prior to 2017, Octroi charge was levied for inward material but from 01.01.2017 Octroi was abolished and Local Body Tax (LBT) was levied. In Taloja Copper Project (TCP) of Hindustan Copper Ltd. (HCL), LBT charge was levied on the value of Cathode received at TCP from 01.01.2017 to 31.03.2017 and 01.04.2017 to 30.06.2017. The demand is of approx. Rs.58 crore. Status as per Last Disclosure: The matter has still not been heard. A stay for same dispute filed by the Taloja Manufacturing Association, of which TCP, HCL is a part, has already been granted by High court. The case will be combined with other similar case and will be taken up for hearing. Next date of hearing is 23.01.2026. |
The matter has still not been heard and next hearing date is awaited. |
| 4
| Case. No. MJC 1 of 2016, Civil Court, Baihar Hindustan Copper Limited, Malanjkhand Copper Project Vs. Municipal Council, Malanjkhand |
16-Oct-2025
| Malanjkhand Copper Project (MCP), a unit of Hindustan Copper Limited filed Case No. MJC 1 of 2016 before the Civil Court, Baihar challenging notice dated 18.01.2007 received from the Municipal Council, Malanjkhand demanding a sum of Rs.74.87 crore against Terminal Tax with 10 times penalty for the period 2000-2006. MCP has deposited Rs.19 crore (approximately) as per self-assessment and in compliance with Orders of the Courts in the account of Municipal Council, Malajkhand. On 07.05.2025, HCL filed an application before the Additional Secretary (FA), Ministry of Mines, Government of India, and subsequently vide letter dated 16.05.2025 to Deputy Secretary (FA), Ministry of Mines, Government of India, under the Administrative Mechanism for Resolution of CPSE’s Disputes (AMRCD) mechanism to get relief. Status as per Last Disclosure:On 16.10.2025, HCL has filed a Revision Application before the Court of Additional District Judge, Baihar, praying for setting aside the Demand Bill dated 03.01.2007 issued by the Municipal Council, Malanjkhand; and the final judgment dated 28.07.2025 passed by the Civil Court, Baihar in Case No. MJC 01/2016. Status as per Last Disclosure: On 16.10.2025, HCL had filed a Revision Application before the Court of Additional District Judge, Baihar, praying for setting aside the Demand Bill dated 03.01.2007 issued by the Municipal Council, Malanjkhand and the final judgment dated 28.07.2025 passed by the Civil Court, Baihar in Case No. MJC 01/2016. The matter is pending under AMRCD for Amicable Resolution. |
The matter is pending under AMRCD for Amicable Resolution. |
| 5
| Contempt Petition (Civil) No. 628 of 2025, Supreme Court Municipal Council , Malanjkhand Vs. Nagesh Shenoy |
05-Aug-2025
| Malanjkhand Copper Project (MCP), a unit of Hindustan Copper Limited filed Special Leave Petition No. 14928 of 2014 before the Supreme Court of India challenging notice dated 31.10.2012 received from the Municipal Council, Malajkhand demanding a sum of Rs.188.68 crore against Terminal Tax with 10 times penalty for the period 2006-2012. Vide Order dated 17.02.2025 Special Leave Petition No. 14928 of 2014, the Supreme Court directed HCL to deposit 50% of Rs.188.68 crore within 8 weeks from 17.02.2025. The matter has been disposed of by the Supreme Court vide Order dated 17.02.2025. Subsequently, HCL/MCP filed a Miscellaneous Application No. 838 of 2025 in respect of Order dated 17.02.2025 passed by the Supreme Court in SLP (C) No. 14928 of 2014, praying for allowing HCL to deposit Rs. 5.3 crores, which is the difference of Terminal Tax calculated by the Municipal Council, i.e., Rs. 17,18,94,364/- and amount paid by HCL/MCP as per self-assessment, i.e., Rs. 11.88 crores. Vide Order dated 05.05.2025, the Supreme Court dismissed HCL/MCP's application On 07.05.2025, HCL filed an application before the Additional Secretary (FA), Ministry of Mines, Government of India, and subsequently vide letter dated 16.05.2025 to Deputy Secretary (FA), Ministry of Mines, Government of India, under the Administrative Mechanism for Resolution of CPSE's Disputes (AMRCD) mechanism to get relief. Status as per Last Disclosure: HCL has filed reply in the matter during last hearing on 07.10.2025. The next date is fixed for 07.04.2026. |
The next date is yet to be given by the Hon'ble court. |
| 6
| Writ Petition No. 9127 of 2021, Madhya Pradesh High Court, Jabalpur Hindustan Copper Limited, Malanjkhand Copper Project Vs. 1. The State of Madhya Pradesh Principal Secretary Energy Dept. 2.Chief Electrical Inspector, the State of Madhya Pradesh 3. Madhya Pradesh Poorva Kshetra Vidyut Vitran Company Limited (MPPKVVCL) 4. Chief Engineer MPPKVVCL |
30-Apr-2021
| Malanjkhand Copper Project (MCP), a unit of Hindustan Copper Limited filed Writ Petition No. 9127 of 2021 before the Madhya Pradesh High Court, Jabalpur, claiming Rs.266 crore (approximately), including Rs.263 crore (approximately) as interest on excess Electricity Duty paid by MCP during the period May, 1990 to October, 2016 and Rs.3 crore (approximately) as surcharge. Last date of hearing was 21.07.2023. Status as per Last Disclosure: The Next date of hearing has not been fixed. |
The Next date of hearing has not been fixed. |