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Directors Report of Goa Carbons Ltd.

Mar 31, 2015

The Members,

The Directors have pleasure in presenting the 47th Annual Report on the business and operations of the Company and the audited financial accounts for the year ended March 31, 2015.

Financial Results rs in lacs 2014-15 2013-14

Profit before exceptional item for the year 1.07 242.59

Less: Exceptional items 1002.81 -

(Loss)/Profit after exceptional item / before (1001.74) 242.59 tax for the year

Less: Provision for Tax

Current Tax - 117.00

Prior Year Tax 2.05 (68.21)

Deferred Tax 5.22 (35.44)

7.27 13.35

(Loss)/Profit for the year after tax (1009.01) 229.24

Add: Surplus B/F from statement of Profit & Loss of previous year 2234.14 2134.96

Less: Depreciation arising on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets with nil remaining useful life (Net of deferred tax ofRs. 16.95 lacs) 32.92 -

2201.22 2134.96

Amount Available for 1192.21 2364.20

Appropriations:

General Reserve - 23.00

Proposed Dividend 91.51 91.51

Tax on Dividend 18.63 15.55

110.14 130.06

Balance carried to the Balance Sheet 1082.07 2234.14

1192.21 2364.20

Year in Retrospect

The sales and other income for the financial year under review was Rs.19,594.51 lacs as compared to Rs.29,767.68 lacs during the previous year. The production of Calcined Petroleum Coke (CPC) was 85,866 tonnes as compared to 1,31,201 tonnes during the previous year. The sales of CPC was 85,648 tonnes (including exports of 30 tonnes) for the period under review as compared to 1,27,052 tonnes (including exports of 10,217 tonnes) for the previous year.

The year under review was very difficult and challenging. The sales turnover of the Company for the year under review was lower than the previous year and the Profitability for the year has been affected drastically. The reasons behind the depressed Profitability for the year 2014-15 is mainly the closure of the Company''s main plant based at Paradeep, Odisha State for a major part of the year for installation of upgraded dust control systems to meet the directions given by the State Pollution Control Board, Odisha. Another reason for the reported loss at the end of Financial Year 2014-15 was that provision of Rs.1002.81 lakhs made by the Company''s wholly owned subsidiary based at Singapore for providing the diminution in the value of investments in the China Company and the Company being the ultimate Holding Company has to provide towards the diminution in the value of investments in the Singapore Subsidiary.

Dividend

Your Directors have recommended a dividend of Rs.1/- per equity share of face value of Rs.10/- for the financial year ended March 31, 2015, as against a similar Rs.1/- per equity share paid last year.

Transfer of unclaimed dividend to InvestorA Education and Protection Fund

Pursuant to Section 205C of the Companies Act, 1956, amounts lying unclaimed in the unpaid dividend accounts of the Company, is required to be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government after such amount has remained unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid dividend account.

During the year, the Company transferred an amount of Rs.2,52,240/- to the IEPF being the unclaimed dividend for the financial period ended 31.03.2007.

Subsidiary Companies and Consolidated Financial Statements

As on 31st March, 2015, the Company had two subsidiaries namely, a wholly owned subsidiary "GCL Global Resources SGP Pte Limited" Singapore and a wholly owned step down subsidiary "Goa Carbon (Cangzhou) Company Limited" China.

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with relevant Accounting Standards specified in the Companies Act, 2013 read with the rules made thereunder, form part of the Annual Report. The necessary information as required to be given in terms of the frst proviso of sub- f section 3 of Section 129 of the Companies Act, 2013 is given in this Annual Report.

In terms of -

(i) Clause (a) of fourth proviso to sub-section (1) of Section 136 of the Companies Act, 2013, a copy of the Balance Sheet, Statement of Profit and Loss and other documents of its subsidiary companies shall be placed on the website of the Company www.goacarbon.com;

(ii) Clause (b) of fourth proviso to sub-section (1) of Section 136 of the Companies Act, 2013, the said documents/details shall be made available, upon request, to any member of the Company.

As reported earlier, the Company''s wholly owned step- down subsidiary-''Goa Carbon (Cangzhou) Company Ltd.'', China, had obtained a business licence to set up a plant in Cangzhou, Hebei Province, People''s Republic mof China, with an annual capacity to manufacture 300,000 MTs of Calcined Petroleum Coke. The Company had invested US$3.48 million (Rs.1938.62 lacs) in its wholly owned Subsidiary "GCL Global Resources SGP Pte Ltd'' Singapore ("the Singapore Company") which is the holding Company of the China Company. The Singapore Company has in turn invested this money in 3,329,983 equity shares of US$ 1 each to the Authorised Capital of the China Company for the purpose of setting up the plant in China.

However, during the year under review, the "Cangzhou Economic Development Zone", China cancelled the land allotted to the China Company on grounds that the proposed plant falls under a high energy consuming industries and therefore under the circumstances the Company has been compelled for the reasons beyond its control to withdraw the proposed project to be set up in China.

Listing Information

The equity shares of your Company are listed on the Bombay Stock Exchange Limited (BSE) and on the National Stock Exchange of India Limited (NSE).

The listing fees for the year 2015-2016 have been paid to BSE and NSE.

Accreditation

The Company continues to enjoy ISO 9001 & ISO 14001 accreditation made by BUREAU VERITAS.

Public Deposits

The Company has not accepted any public deposits during the year under review.

Changes in Directors and Key Managerial Personnel

During the year under review, your Board inducted Ms. Kiran Dhingra as an Additional Director of the Company in the category of Independent Director with effect from March 16, 2015 in order to comply with the requirement of Section 149(1) of the Companies Act, 2013. In terms of Section 161 of the Companies Act, 2013 she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing along with deposit pursuant to Section 160 of Companies Act, 2013, proposing the appointment of Ms. Kiran Dhingra as Director of the Company. Your Board has recommended the appointment of Ms. Dhingra as Independent Director not liable to retire by rotation for a period of five consecutive years up to the fifth consecutive Annual General Meeting of the Company.

Pursuant to Section 152 of the Companies Act, 2013 and in terms of Article 140 of the Articles of Association of the Company, Mr. Shrinivas V. Dempo, Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your Board has recommended his re-appointment.

Brief resumes of the Directors being appointed/re- appointed together with other relevant details form part of the Notice of the ensuing Annual General Meeting.

During the year under review, pursuant to the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the rules made there under, the following existing offcials of the Company were designated/ classifed as whole time Key Managerial Personnel of the Company -

1. The Whole-time Director (designated as "Executive

Director") Mr. Jagmohan J. Chhabra as whole-time Key Managerial Personnel;

2. The Company Secretary Mr. P. S. Mantri as the Company Secretary and whole-time Key Managerial Personnel; and

3. The Sr. General Manager (Finance) Mr. K. Balaraman

as the Chief Financial officer and whole-time Key Managerial Personnel.

Number of meetings of the Board of Directors

The Board of Directors of the Company met 5 times during the year 2014-2015 i.e. on April 11, 2014, July 5, 2014, September 6, 2014, October 17, 2014 and February 10, 2015.

The gap between two consecutive meetings did not exceed one hundred twenty days.

Audit Committee

The composition, terms of reference etc. of the Audit Committee is provided in Corporate Governance Report which forms part of this Annual Report.

There have been no instances of non acceptance of any recommendations of the Audit Committee by the Board during the financial year under review.

Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism/ Whistleblower Policy for the employees to report their genuine concerns or grievances and the same has been uploaded on the website of the Company at www.goacarbon.com.

The Audit Committee of the Company oversees the Vigil Mechanism.

Independent Directors'' Declarations

The independent Directors of the Company, viz. Mr. Dara P. Mehta, Mr. Keki M. Elavia, Mr. Raman Madhok, Dr. A. B. Prasad and Ms. Kiran Dhingra have filed their declarations with the Company at the beginning of the financial year 2015-16 affrming that they continue to meet the criteria of independence as provided in sub- section (6) of Section 149 of the Companies Act, 2013 in respect of their position as an "Independent Director" of Goa Carbon Limited.

As required by Section 134 (5) of the Companies Act, 2013, based on the information and representations received from the operating management, your Directors confrm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgements and estimates that 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 the financial year and of the loss of the Company for that period;

(c) the directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Statutory Committees.

A structured questionnaire was prepared after taking ^into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Nomination and Remuneration Committee

The composition, key objectives etc. of the Nomination and Remuneration Committee is provided in Corporate Governance Report which forms part of this Annual Report.

The Committee has formulated a Nomination and Remuneration Policy and the same has been uploaded on the website of the Company at www.goacarbon.com

Particulars pursuant to Section 197(12) and the relevant rules

(i) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Name Ratio

Mr. Jagmohan J. Chhabra,

Executive Director 33:1

Note: For this purpose, Sitting fees paid to the directors have not been considered as remuneration.

(ii) the percentage increase in remuneration of each Director, Chief Financial officer, Chief Executive officer, Company Secretary or Manager, if any, in the financial year:

Name Percentage

Mr. Jagmohan J. Chhabra,

Executive Director Nil

Mr. P. S. Mantri,

Company Secretary 8%

Mr. K. Balaraman,

Sr. General Manager (Finance) & CFO 8%

(iii) the percentage increase in the median remuneration of employees in the financial year: 1%

(iv) the number of permanent employees on the rolls of company: 228

(v) the explanation on the relationship between average increase in remuneration and company performance:

Due to the depressed Profitability reported by the Company during the year under review, the Company has given average increase in the remuneration of 4%.

(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the company:

(Net % % (Decrease)/ Name & % Loss)/ Increase in Designation CTC In rs Increase PAT - In PAT in CTC RS Lakhs

Mr. Jagmohan J. Chhabra, 1,14,88,263 Nil Executive Director

Not comparable Mr. P. S. Mantri, due to provision Company 36,01,290 8% (1009.01) made for excep- Secretary tional items.

Mr. K. Balaraman, Sr. G.M. (Finance) 35,35,290 8% & CFO

(vii) variations in the market capitalisation of the company, price earnings ratio as at the closing date of the current financial yearand previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year:

(In rs) As at 31st As at 31st Sr. Particulars March, March, Remarks No. 2015 2014

1. Market 65.20 Crores 63.28 Crores Capitalisation The Company''s last

2. Price earnings public offer was by - 27.54 times ratio way of a Right Issue Closing market at the price of 80.00

3. price of equity 71.25 69.15 per share. shares

(viii) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justifcation thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in remuneration is 4% for employees other than the Whole-time Director and Nil for the Whole-time Director.

(ix) the key parameters forany variable component of remuneration availed by the directors:

Mr. Jagmohan J. Chhabra Executive Director is entitled to a Performance Linked Bonus/Incentive of 1% of the net profit per annum, subject to a maximum of Rs.35,00,000/- as per the terms of his appointment. No such bonus/incentive was paid to him for the year under review. None of the other directors are paid any remuneration except for sitting fees for attending meetings.

(x) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

Not Applicable.

(xi) affrmation that the remuneration is as per the remuneration policy of the company:

Yes.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under, the Company formulated an internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) during the year under review.

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence. A five member Internal Complaints Committee (ICC) has been constituted/ reconstituted in accordance with the Act.

The ICC is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy. .

During the year under review there were no complaints | referred to the ICC.

Auditors

The Auditors, Deloitte Haskins & Sells, were re-appointed as the Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of three years upto the conculsion of the 49th Annual General Meeting in 2017. They are eligible for re-appiontment for the financial year 2015-16. Your Board recommends ratifcation of their appointment as the Statutory Auditors at the ensuing Annual General Meeting for a period upto the conclusion of the 49th Annual General Meeting of the Company.

Auditors'' Report

The notes on account referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further explanations or comments.

^There are no Qualifications, reservations or adverse remarks or disclaimer made in the Auditors'' Report which requires any clarifcation or explanation.

Secretarial Audit

During the year under review, CS Sadashiv V. Shet, Practicing Company Secretary who was appointed as the Secretarial Auditor of the Company has issued the audit report in respect of the secretarial audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report which forms a part of the Annual Report is self explanatory and requires no comments.

Internal Control System

The Board has laid down Internal Financial Controls within the meaning of the explanation to Section 134 (5) (e) ("IFC") of the Companies Act, 2013. The Board believes the Company has sound IFC commensurate with the nature and size of its business. Business is however dynamic. The Board is seized of the fact that IFC are not static and are in fact a fuid set of tools which evolve over time as the business, technology and fraud environment changes in response to competition, industry practices, legislation, regulation and current economic conditions. There will therefore be gaps in the IFC as Business evolves. The Company has a process in place to continuously identify such gaps and implement newer and or improved controls wherever the effect of such gaps would have a material effect on the Company''s operations.

Particulars of loans, guarantees or investments

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

Related Party Transactions

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and as such provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval.

As required under Clause 49 of the Listing Agreement, the Company has formulated a policy on dealing with Related Party Transactions. The Policy has been uploaded on to the Company website www. goacarbon.com (Weblink:http://www.goacarbon.com/ downloads/Related%20Party%20Transaction%20 Policy_GOA%20CARBON%20LIMITED.pdf)

Particulars of Employees

Particulars of employees required to be furnished under Section 197 of the Companies Act, 2013 and rules thereunder, are set out in the Annexure - I to this Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided in the Annexure - II to this Report.

Corporate Social Responsibility (CSR)

During the year under review, the Board constituted a

CSR Committee consisting of three Directors, of which two are non-executive Directors.

The CSR Committee at its meeting held on March 30, 2015, recommended to the Board the CSR policy formulated by it, following which the policy document was approved by the Board. The composition, terms of reference etc. of the CSR Committee are laid out in the Corporate Governance Report which forms part of this Annual Report. Further, the CSR policy of the Company has been uploaded on to the Company website www.goacarbon.com

The Company has during the financial year under review undertaken several social and cultural initiatives intended to deepen its ties to communities local to it in line with its practices and traditions hitherto. The coming into force of the Companies Act, 2013 relating to corporate social responsibility, however, has resulted in a re-conceptualisation of the term in question by the Company in order to align it with the new legislation, as a consequence of which no part of the expenditure earlier believed to be CSR qualifes as such. This has led to the Company not being able to meet the requirements of minimum spend of two percent of the average net Profits of the Company for the three immediately preceding financial years, in pursuance of the CSR Policy of the Company, during the financial year under review.

The Company shall nevertheless, channelise its CSR spends during the current financial year duly in line with its CSR Policy, formulated as it is in accordance with the provisions of the Companies Act, 2013.

Risk Management

Goa Carbon follows well-established and detailed risk assessment and minimisation procedures, which are periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Senior Management assists the Board in its oversight of the Company''s management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013, in included in this Report as Annexure-III and forms an integral part of this Report.

Corporate Governance

It has been the endeavour of your Company to follow and implement best practices in corporate governance, in letter and spirit. A detailed Corporate Governance Report is attached and forms part of this report.

A certificate from the Statutory Auditors of the Company regarding compliance of the conditions of corporate governance as required under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this report.

Appreciation and Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the Government authorities, banks, customers, business associates and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Shrinivas V. Dempo Chairman

Panaji, Goa, 30th day of April, 2015


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 46th Annual Report together with the audited accounts of your Company for the year ended March 31, 2014.

Financial Results

Rs. in lacs 2013-14 2012-13 Profit before tax for the year 242.59 1216.35

Less: Provision for Tax- Current Tax 117.00 443.00 Prior Year Tax (68.21) (1.18) Deferred Tax (35.44) (16.74) 13.35 425.08

Profit for the year after tax 229.24 791.27

Add: Surplus B/F from statement of Profit & Loss of previous year 2134.96 1689.58

Amount Available for Appropriations: 2364.20 2480.85

Appropriations: General Reserve 23.00 80.00 Proposed Dividend 91.51 228.78 Tax on Dividend 15.55 37.11 130.06 345.89

Balance carried to the Balance Sheet 2234.14 2134.96 2364.20 2480.85

Year in Retrospect

The sales and other income for the financial year under review were Rs.29,767.68 lacs as compared to. Rs.30,205.34 lacs during the previous year. The production of Calcined Petroleum Coke ("CPC") was 1,31,201 tonnes as compared to 1,17,152 tonnes during the previous year.

The sales of CPC was 1,27,052 tonnes (including exports of 10,217 tonnes) for the period under review

as compared to 1,22,019 tonnes (including exports of 21,055 tonnes) for the previous year.

The year under review was very difficult and challenging. Even though, the sales turnover of the Company for the year under review was slightly lower than the previous year, the profitability for the year has been affected drastically and the Company has reported lower profit for the year ended 31st March, 2014, due to sluggish aluminium market, increase in the raw material prices, volatility in US Dollars and industrial recession in European Countries. The Company is making all round efforts to overcome these difficulties in this competitive environment and is optimistic that the Company''s various initiatives and cost reduction schemes will give positive results in the current year.

Dividend

Your Directors have recommended a dividend of Rs.1/- per equity share (10%) of face value of Rs.10/- for the financial year ended March 31, 2014, as against 25% paid last year.

Subsidiary Companies / China Project and Consolidated Financial Statements

During the year under review, "Sinogoa International Holdings Limited", Hong Kong, subsidiary of the Company''s wholly-owned subsidiary in Singapore "GCL Global Resources SGP Pte Ltd." has been deregistered as per the applicable laws in Hong Kong.

The Company''s wholly owned step down subsidiary company "Goa Carbon (Cangzhou) Company Limited" China (the "China Company") has obtained a business licence to set up a plant in Cangzhou, Hebei Province, the People''s Republic of China, with an annual capacity to manufacture 3,00,000 MT of Calcined Petroleum Coke. The Company has invested USD 3.48 million (Rs.1,938.62 lacs) in its wholly owned subsidiary "GCL Global Resources SGP Pte Limited" Singapore (the "Singapore Company") which is the holding company of the China Company and granted advances of Rs.190.86 lacs to the China Company. The Singapore Company has in turn invested this money in 3,329,983 Equity Shares of USD 1 each to the authorised capital of the China Company which is being used for the purpose of setting up of the plant in China. The required approvals have been obtained for the project from the Chinese administration. The Company is now pursuing with their bankers and the Reserve Bank of India for further funding and appropriate approvals. The Company is hopeful of successful completion of the project within a year of obtaining the aforesaid approvals.

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with applicable Accounting Standards prescribed in the Companies (Accounting Standard) Rules, 2006, form part of the Annual Report. In terms of the Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors has, at its meeting held on April 11, 2014 passed a resolution giving consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of its subsidiary companies. The required information on its subsidiary companies is given in this Annual Report. The said documents/details shall be made available, upon request, to any Member of the Company and will also be made available for inspection by any Member of the Company at the registered office of the Company during working hours on business days. The Annual Accounts of subsidiary companies can be downloaded from Company''s website www.goacarbon.com

Listing Information

The equity shares of your Company are listed on the Bombay Stock Exchange Limited (BSE) and on the National Stock Exchange of India Limited (NSE).

The listing fees for the year 2014-2015 have been paid to BSE and NSE.

Accreditation

The Company continues to enjoy ISO 9001 & ISO 14001 accreditation made by BUREAU VERITAS.

Public Deposits

The Company has not accepted any public deposits during the year under review.

Directors

Pursuant to Section 149 and other and applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Dara P. Mehta, Mr. Keki M. Elavia, Dr. Asht Bhuja Prasad and Mr. Raman Madhok as Independent Directors for a term of five consecutive years up to the fifth consecutive Annual General Meeting of the Company. Details of the proposal for appointment of Mr. Mehta, Mr Elavia, Dr. Prasad and Mr. Madhok are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 46th Annual General Meeting.

Accordingly, Mr. Soiru V. Dempo shall retire at the forthcoming Annual General Meeting and being eligible offers himself for re-appiontment.

Directors'' Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, based on the information and representations received from the operating management your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that 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 the financial year and of the profit of the Company for that period to the best of their knowledge and ability;

(iii) the Directors have taken proper and sufficient care to maintain 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 to the best of their knowledge and ability;

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

Auditors

The Auditors, Deloitte Haskins & Sells, retire at the ensuing Annual General Meeting and have confirmed their availability within the limits of Section 139(1) of the Companies Act, 2013.

The Board recommends their appointment as Statutory Auditors of the Company.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure - I to the Directors Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure - II to this Report.

Corporate Governance

It has been the endeavour of your Company to follow and implement best practices in corporate governance, in letter and spirit. A detailed Corporate Governance Report is attached and forms part of this report.

A certificate from the Statutory Auditors of the Company regarding compliance of the conditions of corporate governance as required under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this report.

Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the Government authorities, banks, customers, business associates and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Shrinivas V. Dempo Chairman

Panaji, Goa, 11th April, 2014


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 45th Annual Report together with the audited accounts of your Company for the year ended March 31, 2013.

Financial Results

Rs. in lacs

2012-13 2011-12

Profit before tax for 1216.35 1566.10 the year

Less: Provision for Tax- Current Tax 443.00 525.00

Prior Year Tax (1.18) (1.84)

Deferred Tax (16.74) (5.81)

425.08 517.35

Profit for the year after tax 791.27 1048.75

Add: Surplus B/F from statement of Profit &

Loss of previous year 1689.58 1171.25

Amount Available

for Appropriations: 2480.85 2220.00

Appropriations:

General Reserve 80.00 105.00

Proposed Dividend 228.78 366.04

Tax on Dividend 37.11 59.38

345.89 530.42

Balance carried to the

Balance Sheet 2134.96 1689.58

2480.85 2220.00

Year in Retrospect

The sales and other income for the financial year under review were Rs. 30,205.34 lacs as compared to Rs. 35,008.66 lacs for the previous financial year. The production of Calcined Petroleum Coke ("CPC") was 1,17,152 tonnes as compared to 1,31,735 tonnes for the previous financial year.

The sales of CPC were 1,22,019 tonnes (including exports 21,055 tonnes) for the financial year under review as compared to 1,34,492 tonnes (including exports 52,364 tonnes) for the previous financial year. The profit after tax during the financial year was Rs. 791.27 lacs as compared to the profit of Rs.1048.75 lacs in the previous financial year.

Dividend

After considering the company''s profitability, future expansion needs and the needs to conserve resources, your Directors are pleased to recommend a dividend of Rs.2.50 per equity share (25%) of Rs.10/- each for the financial year ended 31st March, 2013 as against Rs.4.00 per equity share (40%) paid in the previous financial year.

Subsidiary Companies / China Project and Consolidated Financial Statements

The Company''s wholly owned step down subsidiary company "Goa Carbon (Cangzhou) Company Limited" China ("the China Company") has obtained a business licence to set up a plant in Cangzhou, Hebei Province, The People''s Republic of China ("the PRC"), with an annual capacity to manufacture 3,00,000 MT of Calcined Petroleum Coke. The Company has remitted USD 2 million to its wholly owned subsidiary "GCL Global Resources SGP Pte Limited" Singapore (the "Singapore Company") which is the holding company of the China Company. The Singapore Company has correspondingly subscribed USD 2 million to the authorised capital of the China Company which will be used for the purpose of carrying out the preliminary work relating to the setting up of the plant in the PRC.

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with applicable Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 form part of the Annual Report. In terms of the Circular No. 2/2011 dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Board of Directors has, at its meeting held on April 8, 2013 passed a resolution giving consent for not attaching the Balance Sheet, Statement of Profit and Loss and other documents of its subsidiary companies. The required information on its subsidiary companies is given in this Annual Report. The said documents/ details shall be made available, upon request, to any Member of the Company and will also be made available for inspection by any Member of the Company at the registered office of the Company during working hours on business days.

Listing Information

he equity shares of your Company are listed on the Bombay Stock Exchange Limited (BSE) and on the National Stock Exchange of India Limited (NSE).

The listing fees for the year 2013-2014 shall be paid to BSE and NSE within the stipulated time.

Accreditation

The Company continues to enjoy ISO 9001 & ISO 14001 accreditation made by BUREAU VERITAS

Public Deposits

The Company has not accepted any public deposits during the year under review.

Directors

Due to personal reasons, Mr. P. G. Kakodkar has resigned as Director of the Company during the year under review. The Board expresses its gratitude for the valuable contributions rendered by Mr.P G. Kakodkar during his long tenure with the Company.

In terms of Article 140 of the Articles of Association of the Company, Mr. Keki M. Elavia and Mr.Raman Madhok, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

During the year under review, the Board of Directors re-appointed Mr. Jagmohan J. Chhabra, Executive Director, whose term of appointment expired on March 31, 2013, for a period of three years with effect from April 1, 2013 subject to the approval of shareholders at the ensuing Annual General Meeting.

Brief resumes of the Directors being appointed / re- appointed together with other relevant details form

part of the Notice of the ensuing Annual General Meeting. The Board recommends their appointment / re-appointment.

Directors'' Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, based on the information and representations received from the operating management your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that 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 the financial year and of the profit of the Company for that period to the best of their knowledge and ability;

(iii) the Directors have taken proper and sufficient care to maintain 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 to the best of their knowledge and ability;

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

Auditors

The Auditors, Deloitte Haskins & Sells, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment as Auditors to audit the accounts of the Company for the financial year 2013-2014.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure - I to the Directors Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure - II to this Report.

Corporate Governance

It has been the endeavour of your Company to follow and implement best practices in corporate governance, in letter and spirit. A detailed Corporate Governance Report is attached and forms part of this report.

A certificate from the Statutory Auditors of the Company regarding compliance of the conditions of corporate governance as required under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this report.

Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the Government authorities, banks, customers, business associates and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Shrinivas V. Dempo

Chairman

Panaji, Goa.

Dated: 8th day of

April, 2013


Mar 31, 2012

The Directors have pleasure in presenting the 44th Annual Report together with the audited accounts of your Company for the year ended March 31, 2012.

Financial Results

Rs. in lacs

2011-12 2010-11

Profit before tax for the year 1566.10 1402.50

Less: Provision for Tax -

Current Tax 525.00 533.00

Prior Year Tax (1.84) 0.98

Deferred Tax (5.81) (50.60)

517.35 483.38

Profit for the year after tax 1048.75 919.12

Add: Surplus B/F from statement of Profit & Loss of previous year 1171.25 769.55

Amount Available for Appropriations 2220.00 1688.67

Appropriations:

General Reserve 105.00 92.00

Proposed Dividend 366.04 366.04

Tax on Dividend 59.38 59.38

530.42 517.42

Balance carried to the Balance Sheet 1689.58 1171.25

2220.00 1688.67

Year in Retrospect

The sales and other income for the financial year under review were Rs.35,008.66 lacs as compared to Rs.27,093.83 lacs for the previous financial year, up by 29%. The production of Calcined Petroleum Coke ("CPC") was 1,31,735 tonnes as compared to 1,27,379 tonnes for the previous financial year.

The sales of CPC were 1,34,492 tonnes (including exports 52,364 tonnes) for the financial year under review as compared to 1,23,691 tonnes (including exports 30,941 tonnes) for the previous financial year. The profit after tax during the financial year was Rs.1048.75 lacs as compared to the profit of Rs. 919.12 lacs in the previous financial year.

Dividend

Your Directors have recommended a dividend of Rs. 4/- per equity share (40%) of face value of Rs. 10/- for the financial year ended March 31, 2012, as against a similar 40% paid in the previous financial year.

Subsidiary Company China Project

As reported earlier, the Company, together with its wholly owned subsidiary 'GCL Global Resources SGP Pte Ltd.', Singapore entered into a Joint Venture Agreement with Sinoway International Holdings Ltd., Hong Kong with the intention of setting up a wholly owned subsidiary in the Peoples Republic of China (PRC) for the manufacture of 2,80,000 MT of Calcined Petroleum Coke per annum. However, the joint venture partner's have mutually agreed to terminate the joint venture agreement due to practical difficulties. The company is exploring other avenues to set-up project in China.

Listing Information

The equity shares of your Company are listed on the Bombay Stock Exchange Limited (BSE) and on the National Stock Exchange of India Limited (NSE).

The listing fees for the year 2012-2013 have been paid to BSE and NSE.

Accreditation

The Company continues to enjoy ISO 9001 & ISO 14001 accreditation made by BUREAU VERITAS.

Public Deposits

The Company has not accepted any public deposits during the year under review.

Directors

In terms of Article 140 of the Articles of Association of the Company, Mr. Shrinivas V. Dempo and Dr. A.B. Prasad, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

A Brief resume of these Directors, the nature of their expertise in specific functional areas, and the names of the companies in which they hold directorships and membership of board committees, shareholding in the Company as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Report on Corporate Governance.

Directors' Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, based on the information and representations received from the operating management your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that 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 the financial year and of the profit of the Company for that period to the best of their knowledge and ability;

(iii) the Directors have taken proper and sufficient care to maintain 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 to the best of their knowledge and ability;

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

Auditors

The Auditors, Deloitte Haskins & Sells, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment as Auditors to audit the accounts of the Company for the financial year 2012-2013.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure - I to the Directors Report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure - II to this Report.

Corporate Governance

It has been the endeavour of your Company to follow and implement best practices in corporate governance, in letter and spirit. A detailed Corporate Governance Report is attached and forms part of this report.

A certificate from the Statutory Auditors of the Company regarding compliance of the conditions of corporate governance as required under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this report.

Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the Government authorities, banks, customers, business associates and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Shrinivas V. Dempo

Chairman

Panaji

Dated: 17th day of April, 2012.


Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 43rd Annual Report together with the audited accounts of your Company for the year ended March 31, 2011.

Financial Results Rs. in Lacs

2010-11 2009-10

Profit before tax for the year - 1402.50 - 185.41

Less: Provision for Tax -

Current Tax 533.00 - 95.00 -

Prior rear Tax 0.90 - (25.29) -

Deferred Tax (50,60) - 75.06 -

- 483.38 - 144.77

Profit for the year after tax - 919.12 - 40.65

Add: Balance brought forward from the- Profit & Loss Account of the previous year - 769.55 - 945.37

Amount Available for A ppropriations - 1688.67 - 986.02

Appropriations; General Reserve 92.00 - 3.05 -

Proposed Dividend 366.04 - 183.02 -

Tax on Dividend 59.38 - 3040 -

- 517.42 - 216.47

Balance carried to the Balance Sheet - 1171.25 - 769.55

- 1688.67 - 986.02

Year in Retrospect

The sales and other income for the financial year under review were Rs. 27,093.83 lacs as compared to Rs. 25,955.22 lacs for the previous financial year, up by 4%. The production of Calcined Petroleum Coke ("CPC") was 1,27,379 tonnes. as compared to 1,49,016 tonnes for the previous financial year. The sales of CPC were 1,23,691 tonnes (including exports 30,941 tonnes) for the financial year under review as compared to 1,68,058 tonnes (including exports 51,008 tonnes) for the previous financial year, The profit after case during the financial year was Rs. 919.12 lacs as compared to the profit of Rs. 40.65 lacs in the previous financial year.

Dividend

Your Directors have recommended a dividend of Rs.4/- per equity share (40%) of face value of Rs. 10/- for the financial year ended March 31,2011, as against 20% paid in the previous financial year.

Subsidiary Company

During the year under review, your Company has entered into Joint Venture Agreement (JV Agreement) with Sinoway International Holdings Limited, a Company registered in Hong Kong to establish Joint Venture Company in Hong Kong who wilI set up a Wholly Owned Subsidiary Company in China to establish facility to manufacture Calcined Petroleum Coke (CPC) with the capacity of 280,000 Metric Tonnes per annum in the first phase. Consequent to the execution of JV Agreement, your Company through its Wholly Owned Subsidiary Company 'GCL Global Resources SGP Pte Ltd, Singapore, registered a Joint Venture Company in Hong Kong, namely; SinoGoa International Holdings Ltd., along with Joint Venture Partner, Sinoway International Holdings Ltd. In SinoGoa International Holdings Ltd.,your Company to hold equity shares to the extent of 51% of the equity capital of the Company and the balance 49% capital is to be held by Sinoway International Holdings Ltd.

Listing information

The equity shares of your Company are listed on the Bombay Stock Exchange Limited (BSE) and on the National Stock Exchange of India Limited (NSE).

The listing fees for the year 2010-2011 have been paid to BSE and NSE.

Accreditation

The Company continues to enjoy ISO 9001 & ISO 14001 accreditation made by BUREAU VERITAS.

Public Deposits

The Company has not accepted any public deposits during the year under review.

Directors

In terms of Article 140 of the Articles of Association of the Company, Mr. Dara P. Metha and Mr Soiru V. Dempo, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appoinment:.

A Brief resume of these Directors, the nature of their expertise in specific functional areas, and the names of the companies in which they hold directorships and membership of board committees, shareholding in the Company as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges,are provided in the Report on Corporate Governance.

Directors' Responsibility Statement

As required by Section 217 (2AA) of the Companies Act, 1956, based on the information and representations received from the operating management your Directors confirm that

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that 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 the financial year and of the profit of the Company for that period to the best of their knowledge and ability:

(iii)The Directors have taken proper and sufficient care to maintain 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 to the best of their knowledge and ability;

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

Auditors

The Auditors, Deloitte Haskins & Sells, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment as Auditors to audit the accounts of the Company for the financial year 2011-2012.

ParticuIars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure - 1 to the Directors deport.

Energy Conservation,Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules. I988 are provided in the Annexure - II to this Report.

Corporate Governance

It has been the endeavour of your Company to follow and implement best practices in corporate governance. In letter and spirit. A detailed Corporate Governance Report is attached and forms part of this report.

A certificate from the Statutory Auditors of the Company regarding compliance of the conditions of corporate governance as required under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this report.

Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the Government authorities, banks, customers, business associates and mernbers during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.



For and on behalf of the Board of Directors

Shrinivas V. Dempo Chairman

Panaji, Dated: 6th day of April,2011.


Mar 31, 2010

The Directors have pleasure in presenting the 42nd Annual Report together with the audited accounts of your Company for the year ended March 31, 2010.

FINANCIAL RESULTS: Rupees in Lacs

2009-10 2008-09

Profit before tax for the year 185.42 1845.74

Less: Provision for Tax -

Current Tax 95.00 400.00

Prior Year Tax (25.29) (0.72)

Deferred Tax 75.06 200.34

Fringe Benefit Tax - 12.25

144.77 612.59

Profit for the year after tax 40.65 1233.15

Add: Balance b/f from the Profit & Loss A/c of the previous year

Amount available for Appropriations 986.02 1766.56

Appropriations:

General Reserve 3.05 500.00

Proposed Dividend 183.02 274.53

Tax on Dividend 30.40 46.66

216.47 821.19

Balance carried to the Balance Sheet 769.55 945.37

986.02 1766.56

YEAR IN RETROSPECT: owned subsidiary company in The Republic of Singapore

The sales and other income for the financial year called "ACL Global Resources SGP Pte Ltd.", with a capital of under review were Rs.25,955.22 lacs as compared to USD 100, to act as an investment vehicle for the Companys Rs.39,399.59 lacs for the previous financial year, down by international operations. Since then, there have been no 34% mainly due to lower price realizations. The production operations in the subsidiary company. of Calcined Petroleum Coke ("PC") was 1,49,016 tonnes as compared to 1,71,213 tonnes for the previous financial year.

LISTING INFORMATION:

The sales of PC were 1,68,058 tonnes (including exports The equity shares of Vour ComPany are listed on the Bomb 51,008 tonnes) for the financial year under review as Stock Chan Limited (BSE) and on the National Stock compared to 1,57,613 tonnes (including exports 67,968 Exchange of India Limited (NSE). Tonnes) for the previous financial year. The profit after tax The listing fees for the year 2010-2011 have been paid to during the financial year was Rs.40.65 lacs as compared to the profit of Rs.1,233.15 lacs in the previous financial year.

ACCREDITATION:

DIVIDEND:

The Company continues to enjoy ISO 9001 & ISO 14001

Your Directors have recommended a dividend of Rs. 2/-per accredi -tion made by BUREAU VERITAS. equity share (20%) of face value of Rs. 10/- for the financial year ended March 31, 2010, as against 30% paid last year.

PUBLIC DEPOSITS:

SUBSIDIARY COMPANY: The Company has not accepted any public deposits During the year, the Company had incorporated a wholly the year under review.

DIRECTORS:

The Board wishes to record its profound grief on the sad demise of Alban F. Couto, Director of the Company on June 27, 2009. The Directors place on record the valuable contributions, guidance and support provided by the Late Alban F. Couto to the Company as an independent director on the Board and also as a member of the Remuneration Committee.

The Board at its meeting held on January 28, 2010 appointed Mr. Raman Madhok as an Additional Director effective from January 28, 2010. Mr. Madhok holds office upto the date of the ensuing Annual General Meeting but is eligible for re-appointment.

The Board at its meeting held on April 9, 2010 appointed Mr. Jagmohan J. Chhabra as an Additional Director and Whole-time Director with the designation "Executive Director" effective from April 1, 2010 for a period of three years. His appointment is subject to the approval of the Central Government and the Members.

In terms of Article 140 of the Articles of Association of the Company, Mr. Keki M. Elavia and Mr. R G. Kakodkar, Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

A brief resume of these Directors, the nature of their expertise in specific functional areas, and the names of the companies in which they hold directorships and membership of board committees, shareholding in the Company as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT:

As required by Section 217 (2AA) of the Companies Act, 1956, based on the information and representations received from the operating management your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that 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 the financial year and of the profit of the Company for that period to the best of their knowledge and ability;

(iii) the Directors have taken proper and sufficient care to maintain 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 to the best of their knowledge and ability;

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

AUDITORS AND AUDITORSREPORT:

The Auditors, Deloitte Haskins & Sells, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Board recommends their re-appointment as Auditors to audit the accounts of the Company for the financial year 2010-2011.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the Annexure - I to the Directors Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure - II to this Report.

CORPORATE GOVERNANCE:

It has been the endeavour of your Company to follow and implement best practices in Corporate Governance, in letter and spirit. A detailed Corporate Governance Report is attached and forms part of this report.

A certificate from the Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance as required under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this report.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the Government authorities, banks, customers, business associates and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board of Directors

Sd/- SHRINIVAS V. DEMPO

Chairman

Panaji, Dated: 9th day of April, 2010

 
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