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Directors Report of Graphite India Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their Fortieth Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2015.

Financial Results Rs. in Crore

Particulars 2014-15 2013-14 Graphite India Limited

Revenue from Operations (Gross) Profit 1571.36 1844.89 for the year after charging all Expenses but before providing Finance Costs, Depreciation,

Exceptional Item and Tax 186.02 324.48

Finance Costs 12.23 16.96

Profit before Depreciation, Exceptional 173.79 307.52 Item and Tax

Depreciation and Amortisation Expense 38.75 53.60

Profit before Tax and Exceptional Item 135.04 253.92

Exceptional Item 5.60 —

Profit before Tax 129.44 253.92

Tax Expense for the Current Year

Current Tax 47.12 88.37

Deferred Tax 0.13 (5.37)

Tax Expense - Write Back relating to

Earlier Years (Net) — —

Profit for the Year 82.19 170.92

Balance as at the beginning of the Year 198.89 207.97

Amount available for appropriation 281.08 378.89

Appropriations :

Transfer to General Reserve — 100.00

Transfer to Reserve Fund — —

Proposed Dividend on Equity Shares 39.08 68.38

Dividend Tax 7.95 11.62

Balance as at the close of the Year 234.05 198.89

281.08 378.89

Particulars 2014-15 2013-14 Graphite India Limited Consolidated

Revenue from Operations (Gross) 1784.80 2086.09 Profit for the year after charging all Expenses but before providing Finance Costs, Depreciation,

Exceptional Item and Tax 171.85 294.77

Finance Costs 15.83 23.89

Profit before Depreciation, Exceptional 156.02 270.88 Item and Tax

Depreciation and Amortisation Expense 43.54 58.10

Profit before Tax and Exceptional Item 112.48 212.78

Exceptional Item 5.60 —

Profit before Tax 106.88 212.78

Tax Expense for the Current Year :

Current Tax 50.57 90.59

Deferred Tax 0.13 (5.37)

Tax Expense - Write Back relating to :

Earlier Years (Net) (1.41) (2.32)

Profit for the Year 57.59 129.88

Balance as at the beginning of the Year 219.71 270.19

Amount available for appropriation 277.30 400.07

Appropriations :

Transfer to General Reserve — 100.00

Transfer to Reserve Fund 0.87 0.36

Proposed Dividend on Equity Shares 39.08 68.38

Dividend Tax 7.95 11.62

Balance as at the close of the Year 229.40 219.71

277.30 400.07

REVIEW OF THE ECONOMY

The Central Statistics Office (CSO) has estimated that Indian economy is likely to register growth of 7.4 per cent in 2014-15, as compared to a growth of 5.1 per cent and 6.9 per cent in 2012-13 and 2013-14 respectively. Industrial and services sectors registered significant growth but growth in agricultural sector affected adversely due to sub-optimal monsoon in 2014-15. The year 2014-15 has witnessed key policy reforms aimed at promoting growth and eliminating structural constraints in the economy. The Government's initiative of 'Make in India' aided further by liberalization in foreign direct investment, low oil price, easier credit conditions, etc.

Should give greater impetus to the economy.

While the Indian economy seems to be getting back on track, global economy is still struggling to gain momentum as many developed economies continue to grapple with the still lingering legacies of the global financial crisis and the emerging economies are performing below their potential. Global growth in 2014 was a modest 3.4 per cent indicating a sluggish pickup in the advanced economies in relation to previous year and a slowdown in emerging markets and developing economies, as per the World Economic Outlook (WEO) update released by the International Monetary Fund (IMF). Activity levels in United States and United Kingdom have gathered momentum due to well thought out monetary and labour market policies. The recovery has been miniscule in Eurozone and Japan. China is undergoing a carefully managed slowdown. Overall global growth is projected to reach 3.5 per cent and 3.8 per cent in 2015 and 2016.

GRAPHITE INDIA

The Company recorded a subdued performance during the year. Revenue from Operations decreased by 14.8 per cent to Rs. 1,571.36 crore for FY 2014-15 as against Rs. 1,844.89 crore in the previous year. The decline was primarily driven by lower sales volume and lower price realization. One of the major reasons for low demand of Graphite Electrodes was Chinese over production of steel through the Blast Furnace method leading to higher export of steel from China at low price which ultimately impacted global steel production through Electric Arc Furnace route. The rapid slide in price of Graphite Electrodes continued unabated due to excess capacity and fierce competition. The year witnessed steep fall in pricing of Graphite Electrodes further aggravated by weak Euro. Commodity and oil prices dropped resulting in reduction in input cost. However, the reduction was not sufficient to compensate for the falling price of finished goods which resulted in lower margins. The PAT of Rs. 82.19 crore for current year was lower by around 52% in comparison to Rs. 170.92 crore of previous year.

The Company's Graphite and Carbon Segment continues to be the main source of revenue and profit for the Company, accounting for about 89% of the total revenue.

Glass Reinforced Plastic Pipes and Steel divisions have performed better during the year in comparison to previous year.

The business environment in all segments has become intensely competitive. In order to sustain and survive through this difficult phase, the Company has taken extraordinary measures in ensuring efficient management of all resources, innovative approach to cost reduction and high level of operating efficiencies.

The performance of the German subsidiaries continues to suffer due to unremunerative selling prices and weak demand scenario in Europe. However the industry projections are indicating a recovery in the medium term.

DIVIDEND

The Directors have recommended payment of Dividend @ Rs. 2/- per equity share on equity shares of Rs. 2/- each.

MANAGEMENT DISCUSSION AND ANALYSIS

(i) Industry's structure and developments

A. Graphite and Carbon Segment Graphite Electrodes

Graphite Electrode is used in electric arc furnace (EAF) based steel mills for conducting current that melts scrap iron and steel and is a consumable item for the steel industry. An increasing proportion of global steel is made using electric arc furnaces, and the electric arc furnace itself is getting more efficient, making more steel per tonne of electrode. The principal manufacturers are based in USA, South America, Europe, India, China, Malaysia and Japan.

Graphite Electrode demand is primarily linked with the global production of steel in electric arc furnaces. Between the two basic methods for steel production - (1) Blast Furnace (BF); and (2) Electric Arc Furnace (EAF) - the EAF route to steel production has increased over the last two decades to about 30% at the global level. The share of EAF is expected to grow further in years to come due to its inherent favourable characteristics of

(a) an environment friendly and less polluting production process; (b) low capital cost; and (c) faster project (commissioning) time. Fresh investments in EAF steel mills are characterised by large furnace capacities requiring large diameter UHP Electrodes. It is expected that the demand for UHP Electrodes too will grow synchronously. These industry features coupled with an increasing proportion of EAF steel share in total crude steel production in future should proportionately augment the demand for Graphite Electrodes.

Stagnant demand, intense competition and sliding sales price continued to push challenges during the year. This is compounded by liberalisation of import tariff for these items by the Government in new FTA regime. Unabated imports of Graphite Electrodes from China, Malaysia and Japan caused severe setback to the industry. However, the Government has finally clamped Anti Dumping Duty on imports from China with effect from 13th February, 2015.

The duty drawback on export of Graphite Electrodes has been further reduced from 3 per cent to 2.4 per cent with effect from 22nd November, 2014. However, the value cap was increased from 3200/MT to 8000/MT. The interest subvention available for export finance till 31st March, 2014 was not extended during the year resulting in high cost of funds. Recently announced Foreign Trade Policy provides for incentive on export to notified markets to offset infrastructural inefficiencies and associated costs under Merchandise Exports from India Scheme (MEIS) which should augur well for exporters.

Calcined Petroleum Coke and Paste

The Coke Division in Barauni, engaged in the manufacture of Calcined Petroleum Coke (CPC), which is used as a raw material for certain grades of electrodes, is one of the several backward integration initiatives of the Company. The Division also makes Carbon Electrode Paste and Carbon Tamping Paste. Two grades of CPC - aluminium and graphite - are produced here. CPC is a raw material used in the manufacture of regular and high power grade Graphite Electrodes. This is also a critical raw material for fine grained high density graphite used in speciality graphite products and impervious graphite equipment. Carbon Electrode Paste is used in ferro alloy smelters and Carbon Tamping Paste is used as a lining material in submerged arc furnaces.

This division could not perform to expectations because of poor demand, low realisation and constraint in supply of basic raw material i.e. raw petroleum coke.

Impervious Graphite Equipment

The Impervious Graphite Equipment (IGE) Division is engaged in manufacturing and marketing of heat exchangers, ejectors, pumps and turnkey plants. These have a wide range of applications in corrosive chemicals industries such as pharmaceutical, agro-chemical, chloro alkali and fertilizer industries.

Over the years the Company has built this product line into a reliable brand with a reputation for prompt service, good quality and consistent performance through investing in strengthening the core competencies.

The division did not perform up to expectation due to weak export demand. Export realization also suffered due to weak Euro.

Captive Power

Power constitutes one of the major costs of Electrode Production. For captive consumption, the Company has an installed capacity of 31.5 MW of power generation through Hydel (18 MW) route and 13.5 MW through multi-fuel route. Power generation through Hydel Power Plant was 48.48 million units as against 52.54 million units in the previous year. The multi fuel power generating sets remained as a stand-by facility as adequate power was available from the Grid.

B. Steel Segment

Powmex Steels Division (PSD) is engaged in the business of manufacturing high speed steel and alloy steel having its plant at Titilagarh in the State of Orissa. PSD is the single largest manufacturer of High Speed Steel (HSS) in the country. HSS is used in the manufacture of cutting tools such as drills, taps, milling cutters, reamers, hobs, broaches and special form tools. HSS cutting tools are essentially utilised in - (a) automotive; (b) machine tools;

(c) aviation; and (d) DIY market. The industry is characterised by one good quality manufacturer of HSS viz. PSD and several other small manufacturers who cater to the low end of the quality spectrum in the retail segment. On the demand side, the industry is broadly divided into large and small cutting tool manufacturers who use both domestic and imported HSS. PSD faces competition from small domestic producers and imports from large overseas manufacturers.

During the year under review, there was a marginal improvement in the domestic market for the Division's HSS products. The Division has identified a few potential customers in the domestic market who as part of their indigenization programme approached the Division for their HSS requirements, with more stringent specifications. The Division is able to meet those specifications and hence the customers have decided to buy their bulk requirements from PSD. Newer grades and sizes are also being developed for the domestic market to widen the product range. Exports remained subdued due to slowdown in the European economies.

C. Other Segments

Glass Reinforced Plastic Pipes and Tanks (GRP) GRP Division is engaged in manufacturing of large diameter Glass Fibre Reinforced Plastic Pipes and Pipeline liners, by continuous filament process with computerized, advanced technology. These pipes have diverse applications such as water supply projects, power plants, sewerage disposal schemes, industrial effluent disposal, etc.

The Company has a good track record of supplying large diameter pipes in major infrastructure projects. Units which were under-cutting the prices to an unsustainable level are shutting down their operations due to various reasons. This will give edge to the units which are in quality production. However project cost overruns, delay in completion of projects, disputes on contractual defaults and non-receipt of receivables remain inherent risks in the business. The Company's policy of picking up orders selectively has paid off and the unit has performed better than previous year. Further consolidation in the industry is expected.

1.5 MW Hydel Power Facility

Power generated from this facility is sold to Karnataka Power Grid under a Power Purchase Agreement. Generation of power is entirely dependent on monsoon.

(ii) Opportunities and threats

India is the fourth largest producer of steel in the world.

India's crude steel accounts for production of 83.2 MT of steel in 2014. China remained world's largest steel producer followed by Japan and USA. Global crude steel production reached 1,662 MT in 2014, showing a growth of 1.2% over 2013. Indian steel industry entered into a new development stage from 2007-08 riding high on resurgent economy and rising demand for steel. India holds third position in consumption of steel. High infrastructure investment, growth in manufacturing and housing sector, emergence of rural markets and various other initiatives taken by the Government will give further boost to the steel demand. In the medium to long term, this augurs well for the domestic Graphite Electrode industry. But the short-term challenges such as: (a) less than projected GDP growth leading to softening of demand for steel, (b) disruption in supply of primary inputs to the EAF steel mills like consistent and adequate supply of quality power at affordable tariff, and soaring prices of scrap may perhaps restrict the production of steel through the EAF route. It may also put on hold some of the investment / expansion plans.

The Company is exposed to the threat of the cyclical nature of the steel demand as also to the risks arising from the volatility in the cost of input materials. Chinese import of steel at low price is also impacting steel production in India and other countries resulting in lower demand of Graphite Electrodes.

The Company also faces the challenge in domestic market, due to large scale import of graphite electrodes. Liquidity is a big issue for domestic steel industry which may result in increase in bad debts. Falling oil prices may impact development plan in Middle East which may result in lower steel demand, resulting into lower electrode demand.

There is a gap between demand and supply of Graphite Electrodes. Surplus supply has resulted in price pressure on Graphite Electrodes. Closure of unprofitable electrode manufacturing facilities will give relief.

Volumes and business prospects, in general, would be impacted by factors like: (a) Uncertainty about the economic recovery in 2015-16; (b) doubts about the early resolution of the crisis in the euro area; (c) doubts about the pace of withdrawal of the fiscal support in the United States.

While the Company is equipped and geared to face these business challenges, it is hopeful of realising its business goals, subject to a positive revival of the business environment.

(iii) Segment-wise Performance Revenue of the Company

The revenue from operations amounted to Rs. 1571.36 crore as against Rs. 1,844.89 crore in the previous year. Aggregate Export Revenue of all divisions together was Rs. 761.01 crore as against Rs. 1,083.04 crore in the previous year.

Graphite and Carbon Segment

Production of Graphite Electrodes and Other Miscellaneous Carbon and Graphite Products during the year under review was 66,525 MT against 68,094 MT in the previous year.

Production of Calcined Petroleum Coke during the year was 21,668 MT as against 20,709 MT in the previous year.

Production of Carbon Paste during the year was 8,408 MT against 7,875 MT in the previous year.

Production of Impervious Graphite Equipment (IGE) and spares at 1,114 MT was lower as compared to that of 1,121 MT in the previous year.

Power generated from captive Hydel Power Plant of 18 MW capacity amounted to 48.48 million units during the year as against 52.54 million units in the previous year. Multi-fuel generating facilities remained as stand- by and were not operated due to adequate availability from the grid.

The Segment Revenue declined to Rs. 1,393.73 crore from Rs. 1,704.77 crore in the previous year. Domestic and Export sales in terms of volume and realization impacted adversely due to severe competition during the year. The profitability of the segment decreased from Rs. 294.02 crore to Rs. 142.46 crore due to steep reduction in price of Graphite Electrodes coupled with decrease in volume inspite of various cost saving initiatives taken by the Company. Weak Euro also impacted realization.

Steel Segment

Production of HSS and Alloy Steels was 1,554 MT during the year as against 1,454 MT in the previous year.

Other Segments

The GRP Division produced 10,350 MT as against 9,630 MT in the previous year.

Sale of power from 1.5 MW Link Canal facility was 3.90 million units as against 3.14 million units in the previous year.

(iv) Outlook

The IMF in their April, 2015 report estimated global growth at 3.5 per cent in 2015 and 3.8 per cent in 2016 with widely varying prospects across the major countries and regions. Growth in emerging market economies has been projected to be weaker due to lower commodity and oil price while growth prospects for advance economies is improving owing to the rise in the disposable income from lower oil prices, continuous support from facilitative monetary policy stands and more moderate fiscal adjustments. The decline in oil prices could boost activity to more than expected levels.

Indian economy will outgrow China and its BRICS peers with a GDP growth of 7.5 per cent as per the IMF report. The oil price fall will benefit Indian economy. The Government initiatives for infrastructure development should give boost to the demand including steel demand. With the implementation of smart city project, demand of steel is likely to grow further.

Though steel sector is going through a recessionary phase due to lower demand and higher imports, the steel demand is expected to grow in future.

World crude steel production reached 1,662 MT for the year 2014, up by 1.2% compared to 2013. Annual production for Asia was 1,132.3 MT of crude steel in 2014, an increase of 1.4% compared to 2013. India's crude steel production in 2014 is 83.2 MT as against 81.3 MT in 2013, an increase of 2.3% on 2013.

The production through EAF route should go up in view of its various advantages, primarily from the point of view of low emission of carbon dioxide. This development augurs well for the growth of Graphite Electrode demand in future years, inspite of reducing specific consumption of electrodes per tonne of steel produced, as a result of improvement in manufacturing technology of steel as well as electrodes.

With its competitive cost structure, strong technical product features and a well diversified customer base, the Company has established its presence in the global Graphite Electrode industry as a potential global player and this has significantly enabled the Company to penetrate aggressively, the growing market for large diameter UHP Graphite Electrodes.

It is expected that the domestic demand for steel and as a corollary for Graphite Electrodes may increase marginally. Faced with unfavourable business conditions, the global players have turned to the Asian markets and are following an aggressive pricing policy to capture volumes. This is likely to affect the Company's domestic volumes as also the profit margins.

(v) Risks and Concerns

It is undeniable that business projections have an inherent element of uncertainty of unknown elements like sudden reversal of positive trends leading to economic slowdown resulting in possible negative growth for steel, automotive and infrastructure industries slowing down which in turn may adversely impact the prospects for our industry.

Graphite Electrode demand solely depends on EAF steel production. Any shift towards BF steel production will impact demand of Graphite Electrodes. Disproportionate increase in taxes and other levies imposed periodically by the Central and State Governments, especially on essential inputs, may increase the cost of manufacture and reduce the profit margins. Economic slowdown and/or cyclical recession in certain major steel consuming industries may adversely impact the demand-supply dynamics as also the profitability and your Company too is vulnerable to these changes. Exports to specific regions may get severely affected by trade barriers in the form of crippling import duties or anti dumping duties or countervailing duties or sanctions as the case may be and our export volumes to specific markets could get majorly affected by such protectionist/ restrictive impositions. Devaluation or appreciation of currency may impact business prospects. Low crude oil priced may lead to reduced developmental activities in Middle East region resulting into weaker demand for steel & electrodes. Recent devaluation of Japanese Yen and Euro made imports in India attractive in comparison to domestic products.

There are serious concerns caused by the Eurozone crisis at the centre stage, compounded further by the political turmoil seen in many countries particularly in the Middle East and other recent setbacks to the global economic growth.

The main raw materials are either petroleum based or coal based. Increase or decrease in oil and commodity price will directly impact cost of product and margins. The increasing price of crude and coal and its direct impact on its derivative materials like Needle Coke, Pitch, Furnace Oil, Met Coke, etc. will all tend to inflate the input cost in a major way.

The Company has a mixed exposure of exports, imports and foreign currency debt portfolio. So, volatility in foreign currency market directly impacts the company's prospects. Inherent natural hedge of various balancing exposures may mitigate the risk up to an extent. It is perhaps difficult to recall a more challenging environment than of surviving the volatility in the present foreign currency market.

Due to rapid urbanization close to the industrial zones, the Pollution Control Authorities are imposing strict conditions resulting in additional capital expenditure.

(vi) Internal control systems and their adequacy

The Company has proper and adequate systems of internal controls. Internal audit is conducted by outside auditing firms. The Internal audit reports are reviewed by the top management and the Audit Committee and timely remedial measures are ensured.

(vii) Discussion on financial performance with respect to operational performance Revenue from Operations recorded Rs. 1,571.36 crore as against Rs. 1,844.89 crore in the previous year.

The year was less volatile as compared to last year from the financial management perspective with somewhat ease in liquidity, lower inflation and lower volatility in exchange rates vis-a-vis USD. However, it continued to be characterized by uneven global recovery uncertainty in the economic environment, lower capacity utilizations, political and economic turmoil seen in many countries and cross currency headwinds. In the face of growing export-import exposure, financial challenges like currency rate fluctuations, country risk and commodity price risks required focused attention and effective management of potential risks.

RBI had reduced repo rate twice by 0.25 per cent each in January, 2015 and March, 2015 and is presently at 7.50 per cent. Softening of inflation rate, improvement in current account deficit and growing growth concerns have been the prime factors for reversal of RBI's stance. However, the benefit has not trickled down to the borrowers. The year also witnessed considerable appreciation of rupee against non USD currencies whereby making export and domestic markets highly competitive for the Company.

Profit after tax was Rs. 82.19 crore as against Rs. 170.92 crore in the previous year. Profit before tax was lower at Rs. 129.44 crore as compared to Rs. 253.92 crore in the previous year mainly on following counts - (a) reduction in sales volume in the export market. (b) Lower realization in both domestic and export market (c) lower investment income; However the Company continued to reap operational benefits with higher production from cost effective new facilities.

Borrowing at Rs. 248 crore was lower than Rs. 341 crore of the previous year as a result the Finance Cost decreased to Rs. 12.23 crore from Rs. 16.96 crore in previous year.

Capital expenditure during the year amounted to Rs. 31.66 crore as against Rs. 33.01 crore in the previous year. The Company is a net foreign exchange earner.

The Company had maintained a proper mix of foreign currency and rupee borrowings, keeping in view the overall forex exposure with an objective to optimize cost. ICRA has reaffirmed the long term rating at [ICRA] 'AA ' (pronounced ICRA double A plus) which indicates that the outlook on the long term rating is stable. The short- term debt programme rating has been reaffirmed at [ICRA] 'A1 ' (pronounced ICRA A one plus). This rating indicates highest-credit-quality. The retention of these ratings reflects the continuance of significant improvement in the Company's financial risk profile.

Details of contingent liabilities are given in Note 36 to the Financial Statements.

(viii) Material developments in Human Resources / Industrial Relations front, including number of people employed-

The HRD policies and practices focus on contemporary and pragmatic people centric initiatives, aligning it with business vision and objectives, which primarily help in creating robust organisational structure and aims at optimum utilisation of resources. In order to meet these objectives, the Company has revisited its HR processes, including the Performance Management System (PMS) with the progression in Key Performance Areas (KPAs). The Training & Development Programmes encompassing the competency building initiatives amongst employees continues to be an ongoing process. Besides, the leadership building at senior and middle management level, and the succession planning for critical positions continue to be a focus area. The involvement of employees in the operational initiatives at the manufacturing plants of the Company continues to be high. Besides, Company has engaged services of a competent consultancy organisation for the purpose of resource optimisation & restructuring. The SAP HR payroll module and other Information Technology developments, provide the data analysis, and business opportunities based on the real time sharing of information and integration of systems, leading to efficient decision making process and impacting the internal communication positively in our growing enterprise.

The total number of permanent employees in the Company is 2083 as on 31st March, 2015.

The employee relations continue to be cordial and harmonious at all the locations of the Company.

Pollution Matter - Bangalore

Appeal filed by complainants before the Hon'ble National Green Tribunal South Zone at Chennai against the majority order dated 22.06.2013 passed in favour of the Company by the Hon'ble Karnataka State Appellate Authority at Bangalore, is pending.

Research & Development

The R&D commitment towards continuous improvement and development of technology has consistently supported the company in becoming one of the low cost producers in the Graphite Electrode and carbon material producing industry.

R&D initiatives are in the area of raw materials, productivity, process development, reduction in carbon emission, etc.

Continuous efforts are made to develop import substitute materials for Aeronautical, Aerospace, Railway and other industrial applications. Superior version of carbon brake pads for aircrafts is being developed.

State of art furnace was designed, fabricated, installed and successfully used to process carbon-carbon composite materials.

Many of the cost savings achieved were significant and in compliance with the "pollution control and clean environment norms". These R&D efforts were continuous and by bench marking, the operational efficiencies of manufacturing facilities at different locations were compared and steps were taken for process improvement and achieving operational synergies. The focus is on further development and upgrading of standards/norms.

Holding Company

Pursuant to the amalgamation of promoter group investment companies with Emerald Company Ltd. (ECL) (also a promoter group Company), the equity shareholding of ECL in the Company exceeded 50% during the year. As such, the Company has become a subsidiary of ECL.

Subsidiary Companies

Carbon Finance Limited is a wholly owned Indian subsidiary. Graphite International B.V. in The Netherlands is a wholly owned overseas subsidiary Company which is the holding company of four subsidiaries in Germany (viz) Graphite Cova GmbH, Bavaria Electrodes GmbH, Bavaria Carbon Specialities GmbH, Bavaria Carbon Holdings GmbH.

The overseas subsidiaries recorded a turnover of € 38.74 mn as compared to € 36.62 mn in the previous year.

On the backdrop of prolonged economic slowdown, German subsidiaries did not do well due to low demand in Europe, increase in production costs and reduction in prices by competitors to capture volumes in the dwindling market. Despite these unfavourable factors the loss for the year was reduced to € 2.26 mn as against € 9.45 mn in the previous year.

The Company earned by way of Royalty Rs. 2.98 crore during the year, as against Rs. 2.95 crore in the previous year, from overseas subsidiary.

Statement containing salient features of the financial statements of subsidiaries is enclosed as Annexure A to the Consolidated Financial Statement and have not been repeated here for the sake of brevity.

No Company has ceased to be a subsidiary of the Company during the year. The Company does not have any joint venture or associate companies.

The Consolidated Financial Statements of the Company along with those of its subsidiaries prepared as per AS- 21 forms a part of this Annual Report.

Audit Committee

The Audit Committee comprises Mr. A. V. Lodha as its Chairman with Dr. R Srinivasan, Mr. N. Venkataramani and Mr. J. D. Curravala as its members.

All recommendations of the Audit Committee were accepted by the Board.

Information pursuant to Section 134 of the Companies Act, 2013

a. Extract of the annual return as provided under Section 92(3) of Companies Act, 2013 is enclosed - Annexure 1

b. Four meetings of the Board of Directors of the Company were held during the year on 9th May, 2014, 12th August, 2014, 10th November, 2014 and 13th February, 2015.

c. All the Independent Directors of the company have furnished declarations that they satisfy the requirement of Section 149 (6) of the Companies Act, 2013.

d. Relevant extracts of the Company's policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided in section 178(3) of Companies Act, 2013 is enclosed - Annexure 2

e. There is no qualification, reservation or adverse remark or disclaimer made by the auditor in his report and by Company Secretary in practice in the secretarial audit report and hence no explanations or comments by the Board are required.

f. Particulars of loans, guarantees or investments under Section 186 of Companies Act, 2013 is enclosed - Annexure 3

g. Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of Companies Act, 2013 is enclosed - Annexure 4

h. Details of conservation of energy, technology absorption, foreign exchange earnings and outgo as prescribed vide Rule 8(3) of Companies (Accounts) Rules 2014 is enclosed - Annexure 5

i. Risk management policy has been developed and implemented. The Board is kept informed of the risk mitigation measures being taken through half yearly risk mitigation reports / Operations Report. There are no current risks which threaten the existence of the Company.

j. Corporate Social Responsibility (CSR)

As part of its CSR activities, the Company intends to initiate projects aimed at promoting education including special education and employment enhancing vocational skills and livelihood enhancement projects, either directly or through B D Bangur Endowment. The CSR policy has been displayed on company website www.graphiteindia.com and can be viewed on http://www.graphiteindia.com/View/investor_re lation.aspx

The Board on the CSR Committee's recommendation and looking into the practical aspects of not being able to spend big money in a particular time frame, had in November, 2014 allocated an initial amount Rs. 50 lakhs towards the aforesaid activities. However, due to very limited period thereafter, no expenditure was incurred. It is intended to carry forward the unspent amount of Rs. 5.11 crore approx. to be spent during the financial year 2015-16.

The CSR annual report is attached separately and forms part of this report - Annexure 6

k. Formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors on the basis of a set of criterias framed and approved by the Nomination & Remuneration Committee / Board.

l. The Company has adopted a Vigil Mechanism which has been posted on the Company's website and can be viewed on http://www.graphiteindia.com/ View/investor_relation.aspx

m. The Company does not accept deposits from public.

n. There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Disclosures pursuant to Section 197(12) of Companies Act, 2013 read with Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 are contained in Annexures 7 and 8.

DIRECTORS

Mr. P. K. Khaitan, Mr. S. Goenka, Dr. R. Srinivasan, Mr. N. S. Damani, Mr. A. V. Lodha, Mr. N. Venkataramani, all existing directors of the Company were appointed as Independent Directors for a period of five years from 1st April, 2014 by the members of the Company in the 39th Annual General Meeting (AGM) held on 12.08.2014, pursuant to the provisions of Section 149 & 152 of Companies Act 2013.

Mr. Balaji Rao and Mr. S. Goenka had resigned as directors of the Company on 12.08.2014 and 18.08.2014 respectively. The Board has placed on record its sincere appreciation of the valuable services rendered by Mr. Balaji Rao and Mr. S. Goenka during their long tenure as directors of the Company.

Mr. Gaurav Swarup and Mrs. Renu Challu who were appointed as additional directors on 25th August, 2014 by the Board of Directors of the Company, hold office up to the date of the ensuing AGM. Proposals for both of them being appointed as Independent Directors for a period of five years from the date of ensuing AGM are included in the notice covering the 40th AGM for approval of the members of the Company.

Mr. J. D. Curravala retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. No director is related inter-se to any other director of the Company.

Key Managerial Personnel

The Board in the meeting held on 9th May 2014 noted that the following Officials of the company (viz) Mr. M.

B. Gadgil - Executive Director, Mr. K. C. Parakh - CFO and Mr. B. Shiva - Company Secretary would function as Key Managerial Personnel.

Familiarisation Programme for Independent Directors

Details of the familiarization programme for Independent Directors have been posted on the Company's website and can be viewed on http: //www.graphiteindia.com/ View/investor_relation.aspx Recognition/Award

The Company continues to enjoy the status of a Star Trading House. This year too, the Company received the following awards for export performance -

- from EEPC : Top Exporter Award for 2012-13 Silver Trophy from Eastern Region.

- from Export-Import Forum : Top Global Electrode Producers in the World.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed;

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

(c) the directors have taken proper and sufficient 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; and

(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.

Corporate Governance Report

A Report on Corporate Governance along with a Certificate of Compliance from the Auditors forms a pari of this Report - Annexure 9

Auditors

Price Waterhouse, Chartered Accountants, existing Auditors of the Company were appointed for a period of three years by the members of the Company in the 39th AGM held on 12th August, 2014. Their appointment for the second year to audit the accounts for the financial year beginning on 1st April, 2015 to 31st March, 2016 requires ratification by the members. They are eligible and available for re-appointment.

Cost Auditors

The Company had appointed following Cost Auditors for FY 2014-15 who conducted cost audit as detailed below:

Shome & Banerjee :Electrode plants at Durgapur and Bangalore including captive power generation facilities

DBK & Associates : Electrode, IGE and GRP plants at Nashik including captive power generation facility

B G Chowdhury & Co. : Coke division at Barauni

N Radhakrishnan & Co. : 1.5 MW Link Canal Power plant at Mandya

Mani & Co. : Powmex Steels division at Titilagarh

Consolidated Cost Audit Report for FY 2013-14 was filed with the Ministry of Corporate Affairs, Government of India on 19.09.2014. The due date for filing the reports was 27.09.2014.

The Company has appointed following Cost Auditors for FY 2015-16 -

Shome & Banerjee : Electrode plants at Durgapur, Bangalore including captive power generation facilities and 1.5 MW Link Canal Power plant at Mandya.

DBK & Associates : Electrode, IGE and GRP plants at Nashik including captive power generation facility.

B G Chowdhury & Co. : Coke division at Barauni

N Radhakrishnan & Co. : Powmex Steels division at Titilagarh

Secretarial Audit Report

The Board appointed M/s. P S & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for FY 2014-15. The Secretarial Audit Report is annexed herewith - Annexure 10

Acknowledgement

Your directors place on record their appreciation of the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and shareholders of the Company. The directors express their appreciation of the dedicated and sincere services rendered by employees of the Company.

On behalf of the Board Kolkata K. K. Bangur May 14, 2015 Chairman


Mar 31, 2014

The Directors have pleasure in presenting their Thirty Ninth Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2014.

Financial Results

Rs. in Crore

2013-14 2012-13 2013-14 2012-13

Particulars Graphite India Limited Graphite India Limited

Consolidated

Revenue from Operations (Gross) 1844.89 1836.18 2086.09 2020.14

Profit for the year after charging all Expenses but before providing Finance Costs, Depreciation and Tax 324.48 305.26 294.77 309.86

Finance Costs 16.96 22.14 23.89 30.69

Profit before Depreciation and Tax 307.52 283.12 270.88 279.17

Depreciation and Amortisation Expense 53.60 50.04 58.10 62.01

Profit before Tax 253.92 233.08 212.78 217.16

Tax Expense for the Current Year Current Tax 88.37 55.79 90.59 57.97

MAT Credit — — — (0.35)

Deferred Tax (5.37) 24.21 (5.37) 25.47

Tax Expense - Write Back relating toEarlier Years (Net) — (10.00) (2.32) (0.34)

Profit for the Year 170.92 163.08 129.88 134.41

Balance as at the beginning of the Year 207.97 224.89 270.19 316.56

Amount available for appropriation 378.89 387.97 400.07 450.97

Appropriations : Transfer to General Reserve 100.00 100.00 100.00 100.00

Transfer to Reserve Fund — — 0.36 0.78

Proposed Dividend on Equity Shares 68.38 68.38 68.38 68.38

Dividend Tax 11.62 11.62 11.62 11.62

Balance as at the close of the Year 198.89 207.97 219.71 270.19

378.89 387.97 400.07 450.97

BUSINESS REVIEW

The Central Statistics Office (CSO) has estimated that the Indian economy is likely to register a growth rate of 4.9 per cent in 2013-14. This growth is significantly lower in comparison to the average of 7.6 per cent during 2004-05 to 2013-14. It is further stated that the sub-5 per cent growth of the economy in 2013-14 is primarily the result of the continued slowdown in the industrial sector that is estimated to grow at 0.7 per cent in 2013-14 and lower growth in the ''trade, hotels, transport and communications'' segment of the service sector. On the brighter side, agriculture, electricity, gas and water supply, financial, insurance, real estate & business services and community as well as social & personal services sector are projected to have grown at faster

rates in 2013-14 vis-à-vis 2012-13. The World Economic Outlook (WEO) update released by the International Monetary Fund in January 2014 has revised the growth projection for the world economy slightly upwards to 3.0 per cent and 3.7 per cent for 2013 and 2014 respectively. From 2014 onwards, global growth prospects are projected to improve over the medium term at a gradual pace. In India, several reform measures have been undertaken including clearance of several large projects by the Cabinet Committee on Investment. These steps could help in revival of investment and growth in the economy. In addition, resurgence of exports, prospects of revival in the global economy and moderation in inflation observed recently, point to a better outlook for the Indian economy in 2014-15 vis-à-vis 2013-14.

GRAPHITE INDIA

The Company posted a flat revenue during the year amidst continuing weak economic conditions, inflationary trends, contraction in manufacturing output and resulting sluggish demand faced by the user industries throughout the year, both globally and domestically. Revenue from Operations was Rs. 1,844.89 crore for FY 2013-14 as against Rs. 1,836.18 crore in the previous year. Production of steel through EAF route remained at the same level resulting in no growth in demand of Graphite Electrodes. The slide in price of Graphite Electrodes, which started in last year due to fierce competition, was steeper during the year. The year also witnessed reduction in major input costs. Reduction in input costs together with cost reduction initiatives and better inventory management could result in improved performance of the Company. The PAT of Rs. 170.92 crore for the current year was higher by 5% in comparison to Rs. 163.08 crore of previous year.

The Company''s Graphite and Carbon Segment continues to be the main source of revenue and profit for the Company, accounting for about 92% of the total revenue.

Exports suffered set back during the year due to weak performance by the Company''s subsidiary in Germany.

Glass Reinforced Plastic Pipes and Steel segment did not perform to expectation due to weak demand and unsustainable prices.

The business environment in all segments has become intensely competitive. In order to sustain and survive through this difficult phase, the Company has taken extraordinary measures in ensuring efficient management of all resources, innovative approach to cost reduction and high level of operating efficiencies.

The performance of the German subsidiaries suffered due to steep fall in selling prices and weak demand scenario in Europe.

DIVIDEND

The Directors are pleased to recommend the payment of Dividend @ Rs. 3.50 per equity share on equity shares of Rs. 2/- each.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(i) Industry''s structure and developments A. Graphite and Carbon Segment

Graphite Electrodes

Graphite Electrode is used in electric arc furnace (EAF) based steel mills for conducting current that melts scrap iron and steel and is a consumable item for the steel industry. An increasing proportion of global steel is made using electric arc furnaces, and the electric arc furnace itself is getting more efficient, making more steel per

tonne of electrode. The principal manufacturers are based in USA, South America, Europe, India, China, Malaysia and Japan.

Graphite Electrode demand is primarily linked with the global production of steel in electric arc furnaces. Between the two basic routes for steel production - (1) Blast Furnace (BF); and (2) Electric Arc Furnace (EAF) - the EAF route to steel production has increased over the last two decades to about 30% at the global level. The share of EAF is expected to grow further in years to come due to its inherent favourable characteristics of (a) an environment friendly and less polluting production process; (b) low capital cost; and (c) faster project (commissioning) time. Fresh investments in EAF steel mills are characterised by large furnace capacities requiring large diameter UHP Electrodes. It is expected that the demand for UHP Electrodes too will grow synchronously. These industry features coupled with an increasing proportion of EAF steel share in total crude steel production in future should proportionately augment the demand for Graphite Electrodes.

Stagnant demand, intense competition and sliding sales price continued to push challenges during the year. This is compounded by liberalisation of import tariff for these items by the Government in new FTA regime. On the other hand, Graphite Electrodes from India are subject to levies in some countries making imports dearer for overseas consumers.

The Government of India has also reduced rate of duty drawback on Graphite Electrodes from 4% to 3% with a cap of Rs. 3,200 / MT with effect from 22nd September, 2013. This has impaired competitiveness of Indian electrode industry.

The new facility for production of 20,000 MT of Graphite Electrodes at Durgapur has fully stabilised. Upgraded technology deployed in this facility has resulted in improved quality and efficient cost of production.

Calcined Petroleum Coke and Paste

The Coke Division in Barauni, engaged in the manufacture of Calcined Petroleum Coke (CPC), which is used as a raw material for certain grades of electrodes, is one of the several backward integration initiatives of the Company. The Division also makes Carbon Electrode Paste and Carbon Tamping Paste. Two grades of CPC - aluminium and graphite - are produced here. CPC is a raw material used in the manufacture of regular and high power grade Graphite Electrodes. This is also a critical raw material for fine grained high density graphite used in speciality graphite products and impervious graphite equipment. Carbon Electrode Paste is used in ferro alloy smelters and Carbon Tamping Paste is used as a lining material in submerged arc furnaces.

This division could not perform to expectations because of poor demand, low realisation and constraint in supply of basic raw material i.e. raw petroleum coke.

Impervious Graphite Equipment

The Impervious Graphite Equipment (IGE) Division is engaged in manufacturing and marketing of heat exchangers, ejectors, pumps and turnkey plants. These have a wide range of applications in corrosive chemicals industries such as pharmaceutical, agro-chemical, chloro alkali and fertilizer industries.

Over the years the Company has built this product line into a reliable brand with a reputation for prompt service, good quality and consistent performance through investing in strengthening the core competencies.

This division has maintained its performance inspite of difficult economic environment.

DGFT has amended export licensing requirement for SCOMET items which would help in speedy execution of export orders.

Captive Power

Power constitutes one of the major costs of Electrode Production. For captive consumption, the Company has an installed capacity of 31.5 MW of power generation through Hydel (18 MW) route and 13.5 MW through multi-fuel route. Power generation through Hydel Power Plant was higher to 52.54 million units as against 29.48 million units in the previous year due to very good monsoon. The multi fuel power generating sets remained as stand-by owing to adequate availability of power from the grid.

The Company terminated the Power Delivery Agreement (PDA) and Shares Subscription Agreement (SSA) with Wardha Power Co. Ltd. (WPCL) and invoked the arbitration clause last year. Arbitration proceedings are underway.

B. Steel Segment

Powmex Steels Division (PSD) is engaged in the business of manufacturing high speed steel and alloy steel having its plant at Titilagarh in the State of Orissa. PSD is the single largest manufacturer of High Speed Steel (HSS) in the country. HSS is used in the manufacture of cutting tools such as drills, taps, milling cutters, reamers, hobs, broaches and special form tools. HSS cutting tools are essentially utilised in - (a) automotive; (b) machine tools; (c) aviation; and (d) DIY market. The industry is characterised by one good quality manufacturer of HSS viz. PSD and several other small manufacturers who cater to the low end of the quality spectrum in the retail segment. On the demand side, the industry is broadly divided into large and small cutting tool manufacturers who use both domestic and imported HSS. PSD faces competition from small domestic producers and imports from large overseas manufacturers.

During the year under review, domestic market for HSS

products continued to be subdued. However, the division was able to increase exports, and proposes to concentrate on this market for achieving higher volumes and better value addition in the coming year. With pickup in economic activity, it is expected that domestic sales of HSS products will improve progressively.

C. Other Segments

Glass Reinforced Plastic Pipes and Tanks (GRP)

GRP Division is engaged in manufacturing of large diameter Glass Fibre Reinforced Plastic Pipes and Pipeline liners, by continuous filament process with computerized, advanced technology. These pipes have diverse applications such as water supply projects, power plants, sewerage disposal schemes, industrial effluent disposal, etc.

The Company has a good track record of supplying large diameter pipes in major infrastructure projects. During the year, the performance of the Division has remained below par due to severe under cutting of prices by competitors. Further, the Division had to face cost pressures on account of rising input prices and general inflationary economy. The market is increasingly getting flooded with small competitors owing to low technological requirement and low investment involved, resulting in unhealthy competition. Project cost over-runs, delay in completion of projects, disputes on contractual defaults and non-receipt of receivables are the several inherent risks in this business. Thus, it has become difficult to operate in this unpredictable business environment and the Company has become selective in picking its orders. This industry is expected to consolidate in the near future with closure of operations by one big manufacturer and likely closure of some other weak manufacturers.

The performance of the division was not satisfactory during the period under review due to severe competition. A big order has been received during the year from NTPC which will be executed in next year.

1.5 MW Hydel Power Facility

Power generated from this facility is sold to Karnataka Power Grid under a Power Purchase Agreement. Generation of power is entirely dependent on monsoon.

(ii) Opportunities and threats

India has acquired a strategic position on the global steel map, from the growing demand from infrastructure, real estate and automobile sector. India was ranked as the world''s fourth largest crude steel capacity in 2011-12 and is expected to become the second largest producer of crude steel in the world by 2015-16. India is also one of the world''s largest producers of sponge iron. The World Steel Association forecasts that global apparent steel use will increase by 3.1% to 1,527 Mt in 2014 following growth of 3.6% in 2013. In 2015, it is forecast that world steel demand will grow further by 3.3% and will reach 1,576 Mt. In 2013 world steel demand grew higher due to a stronger than expected performance in the developed world in the second half of the year. Domestic steel industry is strengthening production capacity in view of rising demand from infrastructure, automobile, construction, railway sector, etc. The demand landscapes for steel is expected to change in the medium to long term as the new Government is expected to increase spend on the infrastructure sector.

In the medium to long term, this augurs well for the domestic Graphite Electrode industry. But the short-term challenges such as: (a) less than projected GDP growth leading to softening of demand for steel, (b) disruption in supply of primary inputs to the EAF steel mills like consistent and adequate supply of quality power at affordable tariff, and soaring prices of scrap may perhaps restrict the production of steel through the EAF route. It may also put on hold some of the investment / expansion plans.

The Company is exposed to the threat of the cyclical nature of the steel demand as also to the risks arising from the volatility in the cost of input materials. The Company also faces the challenge in its domestic market, due to large scale import of graphite electrodes. Liquidity is a big issue for domestic steel industry which may result in increase in bad debts.

Volumes and business prospects, in general, would be impacted by factors like: (a) Uncertainty about the economic recovery in 2013-14; (b) doubts about the early resolution of the crisis in the euro area; (c) doubts about the pace of withdrawal of the fiscal support in the US.

While the Company is equipped and geared to face these business challenges, it is hopeful of realising its business goals, subject to a positive revival of the business environment.

(iii) Segment-wise Performance

Revenue of the Company

The revenue from operations amounted to Rs. 1,844.89 crore as against Rs. 1,836.18 crore in the previous year.

Aggregate Export Revenue of all divisions together was Rs. 1,083.04 crore as against Rs. 1,163.62 crore in the previous year.

Graphite and Carbon Segment

Production of Graphite Electrodes and Other Miscellaneous Carbon and Graphite Products during the year under review was 68,094 MT against 67,583 MT in the previous year.

Production of Calcined Petroleum Coke during the year was 20,709 MT as against 24,183 MT in the previous year.

Production of Carbon Paste during the year was 7,905 MT against 6,303 MT in the previous year.

Production of Impervious Graphite Equipment (IGE) and spares at 1,121 MT was higher as compared to that of

1.013 MT in the previous year.

Power generated from captive Hydel Power Plant of 18 MW capacity amounted to 52.54 million units during the year as against 29.48 million units in the previous year. Multi-fuel generating facilities remained as stand-by and were not operated due to adequate availability from the grid.

The Segment Revenue remained flat at Rs. 1,704.77 crore in comparison to Rs. 1,700.83 crore in the previous year. Domestic and Export sales in terms of volume increased during the year but realization impacted adversely due to severe competition. Profitability of the segment increased from Rs. 278.66 crore to Rs. 294.02 crore due to increase in volume, various cost initiatives taken by the Company, depreciation of rupee, etc.

Steel Segment

Production of HSS and Alloy Steels was 1,454 MT during the year as against 1,620 MT in the previous year.

Other Segments

The GRP Division produced 9,630 MT as against 4,298 MT in the previous year.

Sale of power from 1.5 MW Link Canal facility was 3.14 million units as against 2.05 million units in the previous year.

(iv) Outlook

As per the April-2014 update of the IMF World Economic Outlook (WEO), Global activity has broadly strengthened and is expected to improve further in 2014-15, with much of the impetus for growth coming from advanced economies. Although downside risks have diminished overall, lower-than-expected inflation poses risks for advanced economies. There is increased financial volatility in emerging market economies, and increases in the cost of capital will likely dampen investment and weigh on growth. Advanced economy policymakers need to avoid a premature withdrawal of monetary support. Emerging market economy policymakers must adopt measures to suit the changing fundamentals, facilitate external adjustment, further monetary policy tightening, and carry out structural reforms.

According to indications and forecasts, the International Monetary Fund (IMF) sees economic recovery on the back of global cues. The IMF has projected India''s economy to grow by 5.4% in 2014-15 and 6.4% in 2015- 16 on the back of strengthening global growth, improving export competitiveness and implementation of recently approved investment projects. In its latest World Economic

Outlook (WEO), the IMF said overall growth is expected to firm up on policies supporting investment and a confidence boost from recent policy actions, but will remain below trend. IMF said the global recovery is becoming broader, but the changing external environment poses new challenges to emerging markets and developing economies. The multilateral agency forecasts global growth to average 3.6% in 2014 - up from 3% in 2013 - and to rise to 3.9% in 2015.

Annual production for Asia was 1,080.9 Mt of crude steel in 2013, an increase of 6.0% compared to 2012. The region''s share of world steel production increased slightly from 65.7% in 2012 to 67.3% in 2013. India''s crude steel production in 2013 is estimated at 81.2 Mt as against 77.3 Mt in 2012, an increase of 5.1% on 2012.

The Indian steel sector has grown substantially during the last decade, registering a strong demand push in the last five years. The steel demand in India is expected to grow by 3.3% to 76.2 Mt in 2014, following 1.8% growth in 2013, due to an improved outlook for the construction and manufacturing sectors, even though this will be constrained by high inflation and structural problems. Steel demand is projected to grow by 4.5% in 2015 supported by the expectation that structural reforms will be implemented.

The production through EAF route should go up in view of its various advantages, primarily from the point of view of low emission of carbon dioxide. This development augurs well for the growth of Graphite Electrode demand in future years, inspite of reducing specific consumption of electrodes per tonne of steel produced, as a result of improvement in manufacturing technology of steel as well as electrodes.

With its competitive cost structure, strong technical product features and a well diversified customer base, the Company has established its presence in the global Graphite Electrode industry as a potential global player and this has significantly enabled the Company to penetrate aggressively, the growing market for large diameter UHP Graphite Electrodes.

It is expected that the domestic demand for steel and as a corollary for Graphite Electrodes may increase marginally. Faced with unfavourable business conditions, the global players have turned to the Asian markets and are following an aggressive pricing policy to capture volumes. This is likely to affect the Company''s domestic volumes as also the profit margins.

(v) Risks and Concerns

The worldwide economic trend has a significant influence on results of operations, financial position and net assets. It is undeniable that business projections have an inherent element of uncertainty of unknown elements like sudden reversal of positive trends leading to economic slowdown resulting in possible negative growth for steel, automotive

and infrastructure industries slowing down which in turn may adversely impact the prospects for our industry. The Graphite Electrode industry is not sensitive to steel prices but is impacted by the volume of steel production. Recently there has been a significant decline in the steel price as a result of the massive expansion of blast furnace capacities, particularly in China, for primary steel production.

Disproportionate increase in taxes and other levies imposed periodically by the Central and State Governments, especially on essential inputs, may increase the cost of manufacture and reduce the profit margins.

The macroeconomic environment is characterized by a high level of uncertainty with regard to the fragile economic recovery as well as the risk of yet another crisis in the financial market crisis and the resultant global economic downturn. Economic slowdown and/or cyclical recession in certain major steel consuming industries may adversely impact the demand-supply dynamics as also the profitability and your Company too is vulnerable to these changes.

Implementation of new or more stringent import and export restrictions, tightening of price controls, exchange restrictions, customs regulations and protectionist trade restrictions are the major factors of Regulatory Risks. Exports to specific regions may get severely affected by trade barriers in the form of crippling import duties or anti dumping duties or countervailing duties or sanctions as the case may be and our export volumes to specific markets could get majorly affected by such protectionist/ restrictive impositions.

There are serious concerns caused by the Euro zone crisis at the centre stage, compounded further by the political turmoil seen in many countries particularly in the Middle East and other recent setbacks to the global economic growth. Furthermore, the looming economic downturn in some emerging markets due to currency devaluation against the U.S. dollar presents a risk to future business development.

The main raw materials are either petroleum based or coal based. The increasing price of crude and coal and its direct impact on its derivative materials like Needle Coke, Pitch, Furnace Oil, Met Coke, etc. will all tend to inflate the input cost in a major way.

The Company has a mixed exposure of exports, imports and foreign currency debt portfolio. So, volatility in foreign currency market directly impacts the company''s prospects. Inherent natural hedge of various balancing exposures may mitigate the risk up to an extent. It is perhaps difficult to recall a more challenging environment than of surviving the volatility in the present foreign currency market.

(vi) Internal control systems and their adequacy

The Company has proper and adequate systems of internal controls. Internal audit is conducted by outside auditing firms, except in the case of PSD where internal audit is done in-house. The Internal audit reports are reviewed by the top management and the Audit Committee and timely remedial measures are ensured.

(vii) Discussion on financial performance with respect to operational performance

Revenue from Operations recorded Rs. 1,844.89 crore as against Rs. 1,836.18 crore in the previous year.

The year continued to be a challenging one from the financial management perspective, conditioned by fragile global recovery, uncertainty in the economic environment, tight liquidity, continuing volatility in currency exchange rates and persistent high inflation, combined with the political turmoil seen in many countries. In the face of growing export-import exposure, financial challenges like currency rate fluctuations, rising interest rates and commodity price risks required focused attention and effective management of potential risks.

RBI had reduced repo rate by 0.25% during May, 2013 but had to revert back to its hawkish stance and had hiked rate thrice by 0.25% each time in Sep''13, Oct''13 and Jan''14 respectively. It had also taken some extraordinary steps in July''13 to curb exchange volatility by increasing Marginal Standing Facility (MSF) rates by 2% to 10.25%. The year also witnessed huge volatility in the foreign currency markets with huge devaluation of rupee. Though Current Account Deficit (CAD) has been contained to an extent, inflation still remains a concern for the apex bank.

Profit after tax was Rs. 170.92 crore as against Rs. 163.08 crore in the previous year.

Profit before tax was higher at Rs. 253.92 crore as compared to Rs. 233.08 crore in the previous year mainly on following counts - (a) reduction in finance cost due to better working capital management; (b) higher investment income; (c) lower cost of production in the new facilities; which were partially offset by increase in the input costs, lower price realization, etc.

Borrowing at Rs. 341 crore was lower than Rs. 604 crore of the previous year, as a result the Finance Cost decreased to Rs. 16.96 crore from Rs. 22.14 crore in previous year.

Capital expenditure during the year amounted to Rs. 33.01 crore as against Rs. 40.95 crore in the previous year.

The Company had maintained a proper mix of foreign currency and rupee borrowings, keeping in view the overall forex exposure with an objective to optimize cost.

ICRA has reaffirmed the long term rating at [ICRA] ''AA '' (pronounced ICRA double A plus) which indicates that the outlook on the long term rating is stable. The short-

term debt programme rating has been reaffirmed at [ICRA] ''A1 '' (pronounced ICRA A one plus). This rating indicates highest-credit-quality. The retention of these ratings reflects the continuance of significant improvement in the Company''s financial risk profile.

Details of contingent liabilities are given in Note 37 to the Financial Statements.

The Company is a net foreign exchange earner.

(viii) Material developments in human resources / industrial relations front, including number of people employed-

The HRD policies and practices focus on contemporary and pragmatic people centric initiatives, aligning it with business vision and objectives, which primarily help in creating robust organizational structure and aims at optimum utilization of resources. In order to meet these objectives, the company has revisited its HR processes, including the Performance Management System (PMS) with the progression in Key Performance Areas (KPAs). The Training and Development programmes encompassing the competency building initiatives amongst employees continues to be an ongoing process. Besides, the leadership building at senior and middle management level, and the succession planning for critical positions continue to be a focus area. The involvement of employees in the operational initiatives at the manufacturing plants of the Company continues to be high. The SAP HR payroll module and other Information Technology developments, provide the data analysis, and business opportunities based on the real time sharing of information and integration of systems, leading to efficient decision making process and impacting the internal communication positively in our growing enterprise.

The total number of people employed in the company is 2299 as on 31st March, 2014.

The employee relations continue to be cordial and harmonious at all the locations of the Company.

Pollution Matter - Bangalore

The Company had filed three appeals before the Hon''ble Karnataka State Appellate Authority (AA) at Bangalore against the order passed by the Karnataka Pollution Control Board (KPCB) refusing consent under the Air (Prevention and Control of Pollution) Act, 1981 and Water (Prevention and Control of Pollution) Act, 1974 and also directing closure of factory at Bangalore. In response to the said appeal, an interim order was passed on 25.7.2012 by AA staying the orders passed by KPCB. The AA finally, vide majority order dated 22.6.2013 set aside the impugned order of KPCB and the appeals were accordingly allowed. The complainants have filed appeal against the aforesaid order of AA before the Hon''ble National Green Tribunal, South Zone at Chennai which is presently being heard.

Research & Development

The R&D commitment towards continuous improvement and development of technology has consistently supported the company in becoming one of the low cost producers in the Graphite Electrode and carbon material producing industry.

R&D initiatives are in the area of raw materials, productivity, process development, reduction in carbon emission, etc.

Continuous efforts are being put to develop import substitute materials for Aeronautical, Aerospace, Railway and other industrial applications. Superior version of carbon brake pads for aircrafts is being developed.

State of art furnace was designed, fabricated, installed and successfully being used to process carbon-carbon composite materials.

Many of the cost savings achieved were significant and in compliance with the "pollution control and clean environment norms". These R&D efforts were continuous and by bench marking, the operational efficiencies of manufacturing facilities at different locations were compared and steps were taken for process improvement and achieving operational synergies. The focus is on further development and upgrading of standards/norms.

Subsidiary Companies

Carbon Finance Limited is a wholly owned Indian subsidiary and Graphite International B.V. in The Netherlands is wholly owned overseas subsidiary of the Company which is the holding company of four subsidiaries in Germany.

The overseas subsidiaries recorded a turnover of Euro 36.62 mn as compared to Euro 49.71 mn in the previous year.

On the backdrop of prolonged economic slowdown, German subsidiaries did not do well due to low demand in Europe, increase in production costs and reduction in prices by competitors to capture volumes in the dwindling market. Hence, lower turnover coupled with high input cost have resulted in a loss of Euro 9.45 mn during the year, as against loss of Euro 3.62 mn in the previous year.

The Company earned by way of Royalty Rs. 2.95 crore during the year, as against Rs. 3.92 crore in the previous year, from overseas subsidiaries.

The Ministry of Corporate Affairs by a Circular dated 08- February-2011 has granted exemption from the provisions of Section 212 of the Companies Act, 1956 with regard to the attachment of the accounts, reports, statement in terms of section 212(1)(e), etc. of its subsidiaries as part of its Accounts. The Board of Directors of the Company has by a resolution given consent for not attaching the aforesaid documents of its subsidiaries. The Annual Accounts of subsidiary companies and the related detailed information will be made available to the holding and

subsidiary company investors who seek such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder in the Registered Office of the Company and that of the subsidiaries. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

The Consolidated Financial Statements of the Company along with those of its subsidiaries prepared as per AS-21 forms a part of the Annual Report.

Information pursuant to Section 217 of the Companies Act, 1956

Information in accordance with clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the year ended 31st March, 2014 is given in Annexure ''1''.

Particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors'' Report for the year ended 31st March, 2014 are given in Annexure ''2''.

DIRECTORS

Mr. K K Bangur, Chairman, retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

The Board of Directors ("Board") in their meeting held on 9th May, 2014 appointed Mr. P K Khaitan, Mr. Sanjiv Goenka, Dr. R Srinivasan, Mr. N S Damani, Mr. A V Lodha and Mr. N Venkataramani who were independent directors of the Company on the date of commencement of Companies Act, 2013 ("Act") as independent directors of the Company for a period of five years from 1st April, 2014. All of them meet the criteria prescribed in Section 149 (6) of the Act to qualify to be independent directors. In the opinion of the Board, each one of them is a person of integrity and possesses relevant expertise and experience. The Board has also opined that all of them fulfil the conditions specified in the Act and rules made there-under and that they are all independent of management. Approval of the members of the Company is sought for their appointment in the ensuing AGM.

Mr. Balaji Rao, vide his letter dated 9th May, 2014, informed that consequent upon the requirements of revised Clause 49 of Listing Agreement which limits an individual''s directorships in listed companies to seven, he had decided to resign as a director of the Company with effect from the conclusion of the next Annual General Meeting. Accordingly, he does not seek appointment from the members at the ensuing AGM.

The term of office of Mr. M B Gadgil as ''Whole-time Director'' designated as the Executive Director expires on 30th June, 2014. The Board in its meeting held on 9th May, 2014 on the recommendation of the ''Remuneration Committee'', have subject to approval of members of the Company re-appointed him for a further period of five years from 1st July, 2014. The matter is being placed before the members in the ensuing AGM for their approval.

Recognition/Award

The Company continues to enjoy the status of a Star Trading House. This year too, the Company received the following awards for export performance –

- from Hon. Prime Minister, Govt. of India - DRDO Technology Absorption Award by R&D, Bangalore.

- from ECGC - DNB : Dun & Bradstreet Corporate Awards 2012.

- from EEPC, India, Mumbai : 45th National Award for Export Excellence for 2012-13.

- from CAPEXIL: Special Export Award / Certificate of Merit 2011-12.

- from Greentech Foundation, New Delhi: 12th Annual Greentech Safety Awards 2013 in the Gold Category by Engineering Sector in Satpur plant.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors state-

1. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended 31st March, 2014.

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. that they have prepared the annual accounts on a going concern basis.

Corporate Governance Report

A Report on Corporate Governance along with a Certificate of Compliance from the Auditors forms a part of this Report.

Auditors

Price Waterhouse, Chartered Accountants, Auditors of the Company retire and are eligible for re-appointment.

Cost Auditors The Company had appointed following Cost Auditors for FY 2013-14 who conducted cost audit as detailed below- Shome & Banerjee Electrode plants at Durgapur and Bangalore including captive power generation facilities

DBK & Associates Electrode, IGE and GRP plants at Nashik including captive power generation facility

B G Chowdhury & Co. Coke division at Barauni N Radhakrishnan & Co. 1.5 MW Link Canal Power plant at Mandya Mani & Co. Powmex Steels division at Titilagarh

Consolidated Cost Audit Report and Compliance Report were filed with the Ministry of Corporate Affairs, Government of India on 18.09.2013. The due date for filing the reports was 27.09.2013.

The Company has appointed following Cost Auditors for FY 2014-15 - Shome & Banerjee Electrode plants at Durgapur and Bangalore including captive power generation facilities DBK & Associates Electrode, IGE and GRP plants at Nashik including captive power generation facility B G Chowdhury & Co. Coke division at Barauni N Radhakrishnan & Co. 1.5 MW Link Canal Power plant at Mandya Mani & Co. Powmex Steels division at Titilagarh

Acknowledgement

Your directors place on record their appreciation of the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and shareholders of the Company.

On behalf of the Board Kolkata K. K. Bangur

May 9, 2014 Chairman


Mar 31, 2013

The Directors have pleasure in presenting their Thirty Eighth Annual Report together with the audited statement of accounts of the Company for the year ended 31st March, 2013.

Financial Results Rs. in Crore

2012-13 2011-12 2012-13 2011-12

Particulars Graphite India Limited Graphite India Limited Consolidated

Revenue from Operations (Gross) 1836.18 1742.03 2020.14 1983.63

Profit for the year after charging all Expenses but before providing Finance Costs, Depreciation, Exceptional Item and Tax 305.26 345.87 309.86 361.14

Finance Costs 22.14 14.39 30.69 18.63

Profit before Depreciation, Exceptional Item and Tax 283.12 331.48 279.17 342.51

Depreciation and Amortisation Expense 50.04 40.44 62.01 48.74

Profit before Exceptional Item and Tax 233.08 291.04 217.16 293.77

Exceptional Item - (29.62) - (3.41)

Profit before Tax 233.08 320.66 217.16 297.18

Tax Expense for the Current Year

Current Tax 55.79 82.20 57.97 83.77

MAT Credit - - (0.35) -

Deferred Tax 24.21 7.80 25.47 8.14

Tax Expense - Write Back relating to Earlier Years (Net) (10.00) (7.23) (0.34) (7.21)

Profit for the Year 163.08 237.89 134.41 212.48

Balance as at the beginning of the Year 224.89 166.47 316.56 283.67

Amount available for appropriation 387.97 404.36 450.97 496.15

Appropriations :

Transfer to General Reserve 100.00 100.00 100.00 100.00

Transfer to Reserve Fund - - 0.78 0.12

Proposed Dividend on Equity Shares 68.38 68.38 68.38 68.38

Dividend Tax 11.62 11.09 11.62 11.09

Balance as at the close of the Year 207.97 224.89 270.19 316.56

387.97 404.36 450.97 496.15

BUSINESS REVIEW

The CSO (Central Statistical Organisation), has estimated that the Indian Economy is likely to register a lower growth of 5% in FY 2012-13 as compared with the modest growth of 6.2% registered in 2011-12 and much stronger growth in 2009-10 and 2010-11. It is further stated that the sharp decline in growth is mainly due to external causes, while domestic causes also contributed. The growth rate declined on account of the reduction in investment rate and lower growth of exports vis-a-vis that of imports. Growth in net exports has been negative due to the weakening of global demand. The net exports growth has been low because of global weakness. The World Economic Outlook (WEO) Update released by the IMF in January 2013 put the rate of growth of world output at 3.9% in 2011 and 3.2% in 2012, down from 5.1% in 2010. For the advanced economies, the growth rate was much lower at 3%, 1.6%, and 1.3% for 2010, 2011 and 2012 respectively. The growth rate in the relatively faster growing emerging economies also fell over this period. As a result of weak growth in (trading) partner countries, Indian exports also declined. With the global economy likely to recover in 2013 further aided by several decontrol measures announced by the Government in recent months, the Indian economy''s outlook for 2013-14 can be viewed as "cautiously optimistic".

GRAPHITE INDIA

In the face of this situation, the year has been quite challenging for the Company due to slow global recovery and consequent weak market conditions. Revenue from Operations at Rs.1836.18 crore was marginally higher by 5.4% for FY 2012-13 as against Rs.1742.03 crore in the previous year. While there was a steady increase in the price of major inputs, raw materials and all round increase in production overheads, selling expenses and finance cost, unfortunately, there was no commensurate increase in selling price. The major players in their aggressive drive to pick up volumes, continued to drop the selling price throughout the year. Japanese producers also reduced prices riding on the back of a weak Yen. This situation lead to lower PAT of Rs.163.08 crore for the current year as against Rs. 237.89 crore in the previous year. Charge on account of depreciation was also higher on completion of Durgapur plant expansion.

The Company''s Graphite and Carbon Segment continues to be the main source of revenue and profit for the Company, accounting for about 93% of the total revenue. This segment registered a growth of around 11% YoY.

The Company''s total export sales increased by 22% but domestic sales declined due to unabated imports in spite of increase in demand.

Glass Reinforced Plastic Pipes and Steel segment did not perform to expectation due to weak demand and unsustainable prices.

The business environment in all segments has become intensely competitive. In order to sustain and survive through this difficult phase, the Company has taken extraordinary measures in ensuring efficient management of all resources, innovative approach to cost reduction and high level of operating efficiencies.

The performance of the Company''s German subsidiaries suffered due to poor demand, increase in input costs and steep fall in selling prices.

DIVIDEND

The Directors are pleased to recommend the payment of Dividend @ Rs.3.50 per equity share on equity shares of Rs. 2/- each.

Additional Disclosures

In line with the requirements of the Listing Agreements and the Accounting Standards of the Institute of Chartered Accountants of India, the Company has made certain additional disclosures in respect of consolidated financial statements, related party transactions and segmental reporting.

Pollution Matter - Bangalore

The Company had filed appeal before the Environment Appellate Authority (EAA) at Bangalore against the order passed by the Karnataka Pollution Control Board (KPCB) refusing consent under the Air (Prevention and Control of Pollution) Act, 1981 and Water (Prevention and Control of Pollution) Act, 1974 and also directing closure of factory at Bangalore. In response to the said appeal, an interim order was passed by EAA staying the orders passed by KPCB and which continues to be in force. The appeal was heard and the case has been reserved for final orders.

Research & Development

The R&D''s commitment towards continuous improvement and development of technology has consistently supported the Company in becoming one of the low cost producers, in the electrode industry.

R&D initiatives are in areas of raw materials, productivity, process development, reduction in carbon emission, etc. Many of the cost savings achieved were significant and in compliance with the "pollution control and clean environment norms". These R&D efforts are continual and by benchmarking, the operational efficiencies of manufacturing facilities at different locations were compared and steps were taken for process improvement and achieving operational synergies. The focus is on further development and upgrading of standards / norms.

Subsidiary Companies

Carbon Finance Limited is wholly owned Indian subsidiary and Graphite International B.V. in The Netherlands is wholly owned overseas subsidiary of the Company which is the holding company of four subsidiaries in Germany.

The overseas subsidiaries recorded a turnover of Euro 49.71 mn as compared to Euro 61.19 mn in the previous year.

On the backdrop of prolonged economic slowdown, German subsidiaries did not do well due to low demand in Europe, increase in production costs and reduction in prices by competitors to capture volumes in the dwindling market. Hence, lower turnover coupled with high input cost have resulted in loss of Euro 3.62 mn during the year, as against profit of Euro 1.02 mn in the previous year. Following tax audit carried out for the periods 2004- 2008, subsidiaries had to make provision for tax including interest thereon amounting to Euro 1.85 mn. Discussion is on to bring it down.

The Company earned by way of Royalty Rs. 3.92 crore during the year, as against Rs. 4.82 crore in the previous year, from overseas subsidiaries.

The Ministry of Corporate Affairs by a Circular dated 08- February-2011 has granted exemption from the provisions of Section 212 of the Companies Act, 1956 with regard to the attachment of the accounts, reports, statement in terms of section 212(1)(e), etc. of its subsidiaries as part of its Accounts. The Board of Directors of the Company has by a resolution given consent for not attaching the aforesaid documents of its subsidiaries. The Annual Accounts of subsidiary companies and the related detailed information will be made available to the holding and subsidiary company investors who seek such information at any point of time. The annual accounts of the subsidiary companies will also be kept for inspection by any shareholder in the Registered Office of the Company and that of the subsidiaries. The Company shall furnish a hard copy of details of accounts of subsidiaries to any shareholder on demand.

The Consolidated Financial Statements of the Company along with those of its subsidiaries prepared as per AS-21 forms a part of the Annual Report.

Information pursuant to Section 217 of the Companies Act, 1956

Information in accordance with clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of the Directors'' Report for the year ended 31st March, 2013 is given in Annexure ''1''.

Particulars pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors'' Report for the year ended 31st March, 2013 are given in Annexure ''2''.

DIRECTORS

Mr J D Curravala, Mr D J Balaji Rao and Mr P K Khaitan, Directors of the Company, retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment.

Recognition/Award

The Company continues to enjoy the status of a Star Trading House for a period of five years effective 1st April, 2009 till 31st March, 2014. This year too, the Company received the following awards for export performance - - from ECGC - DNB -

Indian Exporters'' Excellence Award 2012;

Best manufacturer - Export (Large); - from EEPC, India, Mumbai : 44th National Award for

Export Excellence for 2011-12.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors state -

1. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended 31st March, 2013.

3. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. that they have prepared the annual accounts on a going concern basis.

Corporate Governance Report

A Report on Corporate Governance along with a Certificate of Compliance from the Auditors forms a part of this Report.

Auditors

Price Waterhouse, Chartered Accountants, Auditors of the Company retire and are eligible for re-appointment.

Cost Auditors

Mani & Co. and N Radhakrishnan & Co., Cost Accountants, conducted audit of the Cost Accounts for FY 2011-12 of the Powmex Steels division and Power division respectively. Consolidated Cost Audit Report and Compliance Report were filed with the Ministry of Corporate Affairs, Government of India on 08.01.2013. The due date for filing reports was 28.02.2013.

The Company has appointed following Cost Auditors for FY 2012-13 -

Shome & Banerjee Electrode plants at Durgapur and Bangalore including captive power generation facilities

DBK & Associates Electrode, IGE and GRP plants at Nashik including captive power generation facility

B G Chowdhury & Co. Coke division at Barauni N Radhakrishnan & Co. 1.5 MW Link Canal Power plant at Mandya

Mani & Co. Powmex Steels division at Titilagarh

Acknowledgement

Your directors place on record their appreciation of the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and shareholders of the Company.

On behalf of the Board

Kolkata K. K. Bangur

May 10, 2013 Chairman

 
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