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Directors Report of Goa Carbon Ltd.
Mar 31, 2025
Your Directors present their 57th Annual Report on the business and operations of the Company and the audited financial statements for the year ended 31st March 2025.
Financial Summary and Highlights
|
'' in Lakhs |
|||
|
2024-25 |
2023-24 |
||
|
Profit / (Loss) for the year before tax |
(2,840.33) |
11,571.09 |
|
|
Less: Tax Expense - |
|||
|
Current Tax |
- |
3,008.50 |
|
|
Deferred Tax |
(637.70) |
12.37 |
|
|
(637.70) |
3,020.87 |
||
|
Profit / (Loss) for the year after tax |
(2,202.63) |
8,550.22 |
|
|
Other Comprehensive income for the year |
123.54 |
118.90 |
|
|
Total Comprehensive income for the year |
(2,079.09) |
8,669.12 |
|
During the year under review, the Company''s sales and other income was ''51,983.57 Lakhs as compared to ''1,07,146.61 Lakhs during the previous year. The production of Calcined Petroleum Coke (CPC) was 1,56,894 MT as compared to 2,00,329 MT during the previous year. The sales of CPC were 1,53,487 MT for the period under review as compared to 2,02,670 MT for the previous year.
For detailed discussion on the performance and state of affairs of the Company during the year, please refer to the Management and Discussion Analysis.
Dividend and Transfer to Reserve
In view of the losses incurred by the Company:
i) your Directors have not recommended any dividend for the financial year ended 31st March 2025;
ii) no amount has been transferred to reserve for the financial year ended 31st March 2025.
The ratings given to the Company by Acuite Ratings & Research Limited during the financial year ended 31st March 2025 is given below:
i) Long term borrowing: ACUITE A-/Stable;
ii) Short term borrowing: ACUITE A2
The Company did not have any subsidiary as on 31st March 2025.
The Company continues to enjoy ISO 9001 & ISO 14001 accreditation made by BUREAU VERITAS.
The Company has not invited public for accepting deposits in terms of Chapter V of the Companies Act, 2013. The Company has complied with the provisions of Section 73 of the Companies Act, 2013 and the Rules made thereunder.
DirectorsAppointment / Re-appointment / Cessation
Based on the recommendations of the NRC, the Board, in terms of the provisions of the Companies Act, 2013, approved the re-appointment of Mr. Anupam Misra (DIN: 09615362) as a Whole-time Director designated as âExecutive Director" & KMP of the Company for a further period of 2 (two) years with effect from 28th May 2025. On 28th July 2025, the Shareholders of the Company, by way of a Special Resolution passed through postal ballot, re-appointed Mr. Anupam Misra as a Whole-time Director designated as âExecutive Director" & KMP of the Company for a further period of 2 (two) years with effect from 28th May 2025 to 27th May 2027.
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board on 7th July 2025 approved the appointment of Dr. Kshama Fernandes (DIN: 02539429) as an Additional Director in the capacity of Independent (Woman) Director for a term of 5 (five) years with effect from 7th July 2025 subject to the approval of the Shareholders of the Company at the ensuing Annual General Meeting.
Ms. Kiran Dhingra (DIN: 00425602) ceased to be a NonExecutive Independent (Woman) Director of the Company upon completion of her second consecutive term of five years with effect from 8th July 2025. The Board places on record its
deep appreciation for the valuable contribution, guidance and services rendered by Ms. Kiran Dhingra, during her association with the Company as an Independent Director. The requisite details in this connection are contained in the Notice convening the meeting.
Mr. Rajesh Dempo (DIN: 05143106) retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment. Approval of the Members is being sought at the ensuing Annual General Meeting for his re-appointment and the requisite details in this connection are contained in the Notice convening the meeting.
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations, Clause 1.2.5 of the Secretarial Standard are given in the Notice of AGM, forming part of the Annual Report.
Independent Directors'' Declarations
All Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.
The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity and possess the requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.
Directors and Officers Insurance (âD&O'')
On a voluntary compliance basis, the Company has taken Directors and Officers Insurance (''D&O'') for all its Directors and members of the Senior Management pursuant to the requirements of Regulation 25(10) of the SEBI Listing Regulations.
Registration of Independent Directors in Independent Directors Databank
All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs, pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They are also in compliance with the requirement of Online Proficiency SelfAssessment Test.
In terms of the Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel (KMP) of the Company as on the date of this report:
|
Sr. No. |
Name of the KMP |
Designation |
|
1 |
Mr. Anupam Misra (DIN: 09615362) |
Executive Director |
|
2 |
Mr. Vikrant Garg (ACA 508132) |
Chief Financial Officer |
|
3 |
Mr. Pravin Satardekar (ACS 24380) |
Company Secretary |
Meetings of the Board of Directors
A minimum of four Board meetings are held annually. Additional Board meetings are convened by giving appropriate notice to address the Company''s specific needs. In case of business exigencies or urgency of matters, resolutions are passed by circulation.
During the year under review, 5 (five) Board meetings were held, the details of which are given in the Corporate Governance Report which forms part of this Report.
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.
The following Committees constituted by the Board function according to their respective roles and defined scope:
¦ Audit Committee
¦ Nomination and Remuneration Committee
¦ Corporate Social Responsibility Committee
¦ Stakeholders'' Relationship Committee
Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. During the year under review, all material recommendations made by the various committees have been accepted by the Board.
Policy on Director''s appointment, remuneration and other details
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
The salient features of the Nomination and Remuneration Policy is included in this Report as Annexure - I.
The annual evaluation process of the Board of Directors (âBoard"), Committees and individual Directors was carried out in the manner prescribed in the provisions of the Companies Act, 2013, Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on 5th January 2017 and as per the Corporate Governance requirements prescribed by SEBI Listing Regulations.
The performance of the Board, Committees and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee reviewed the performance of the individual Directors, a separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors; performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of the Executive Director and Non-Executive Directors. This was followed by a Board meeting that discussed the performance of the Board, its Committees and individual Directors.
The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning, etc. The criteria for performance evaluation of Committees of the Board included aspects like composition and structure of the Committees, functioning of Committee meetings, contribution to decision of the Board, etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, integrity etc. In addition, the Chairman was also evaluated on the key aspects of his role.
Familiarization Programme for Independent Directors
The details of the Familiarisation Programme for Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company at www.goacarbon.com
The Board has laid down Internal Financial Controls (âIFC") within the meaning of the explanation to section 134 (5) (e) 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 fluid 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.
Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, in the 54th Annual General Meeting of the Company held on 28th July 2022, M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) were appointed as Statutory Auditors of the Company for a second term of 5 (five) years to hold office till the conclusion of 59th Annual General Meeting of the Company.
Statutory Auditors'' Observations
The notes on financial statements referred to in the Auditors'' Report for the financial year ended 31st March 2025 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 by M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022), Statutory Auditors in their report for the financial year ended 31st March 2025 which requires any clarification or explanation.
M/s. Joshi Apte and Associates, Cost Accountants, have been appointed as cost auditors for the financial year 2025-26. A remuneration of ''2,00,000/- (Rupees Two Lakhs only) plus applicable taxes and out of pocket expenses has been fixed for the cost auditors subject to the ratification of such fees by the shareholders at the 57th AGM. Accordingly, the matter relating to ratification of the remuneration payable to the cost auditors for the financial year 2025-26 is placed at the 57th AGM. The Company has maintained cost records as specified under sub-section (1) of Section 148 of the Companies Act, 2013 and the same shall be audited by the cost auditor i.e. M/s. Joshi Apte and Associates, Cost Accountants for the financial year 2025-26.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules thereunder, the Board of Directors of the Company had appointed CS Shivaram Bhat, Practicing Company Secretary to conduct the Secretarial Audit for financial year 2024-25. The Secretarial Audit Report for the financial year ended 31st March 2025 forms a part of this Report.
There is no qualification, reservation, adverse remark or disclaimer by the Secretarial Auditors in their Secretarial Audit Report.
In terms of amended Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company proposes to appoint CS Shivaram Bhat, Practising Company Secretary (ACS 10454, CP 7853 and Peer Review: 1775/2022) as the Secretarial Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the financial year 2025-26 to the financial year 2029-30. Your Directors recommend that the proposed resolution relating to the appointment of Secretarial Auditors to be passed by requisite majority in the ensuing AGM.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
In terms of Section 118(10) of the Act, the Company complies with Secretarial Standards 1 and 2, relating to the ''Meetings of the Board of Directors'' and ''General Meetings'' respectively as specified by the Institute of Company Secretaries of India and approved by the Central Government.
The Company has also voluntarily adopted the recommendatory Secretarial Standard-3 on ''Dividend'' and Secretarial Standard-4 on ''Report of the Board of Directors'' issued by the Institute of Company Secretaries of India.
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 posted on the Company''s website www.goacarbon.com.
The Audit Committee of the Company oversees the Vigil Mechanism.
Goa Carbon follows a well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Audit Committee and 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.
Particulars of loans, guarantees or investments and loans/advances availed from Director/ Promoter/Promoter Group Entities
The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 together with the loans/advances availed from Director/ Promoter/Promoter Group Entities, if any, are given in the notes to financial statements.
Related Party Transactions
All transactions entered into with related parties as defined under the Act and Regulation 23 of the SEBI Listing Regulations, each as amended, during the year under review were on an arm''s length price basis and in the ordinary course of business. These have been approved by the Audit Committee. Certain transactions repetitive in nature were approved through an omnibus route by the Audit Committee. The Audit Committee takes into consideration the management representation and in certain cases an independent audit consultant''s report, whilst scrutinizing and approving all related party transactions, from the perspective of fulfilling the criteria of meeting arms'' length pricing and being transacted in the ordinary course of business.
Details of transactions with related parties, as specified in Indian Accounting Standards (IND AS 24), have been reported in the Financial Statements. During the year under review, there was no transaction of a material nature with any of the related parties, which conflicted with the interests of the Company.
The Company had not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The details of RPTs during financial year 2024-25, including transactions with a person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided as mentioned above in the accompanying financial statements. During the financial year 2024-25, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission, and reimbursement of expenses, as applicable. Pursuant to the requirements of the Act and the SEBI Listing Regulations the Company has formulated a policy on RPTs and is available on the Company''s website URL: http://www.goacarbon.com/downloads/Related Party Transaction Policy.pdf
Significant and material orders passed by the Regulators or Courts
There were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations. However, Members attention is drawn to the Statement on
Contingent liabilities, comments in the notes forming part of the Financial Statements and section of Management Discussion and Analysis.
Material changes and commitment, if any, affecting financial position of the Company from financial year end and till the date of this report
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.
Particulars of employees and related disclosures
The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure - II to this Report.
The statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate Annexure forming part of the Report. In terms of proviso to Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. The said statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure are related to any Director of the Company.
Disclosures 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 has formulated an internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal).
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.
The Company has complied with the provisions relating to the constitution of an Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 by setting up the said Committee.
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 following is a summary of sexual harassment complaints received and disposed off during the year:
|
a. |
Number of complaints pending as on1st April 2024 |
Nil |
|
b. |
Number of complaints filed during the period 1st April 2024 to 31st March 2025 |
Nil |
|
c. |
Number of complaints disposed of during the period 1st April 2024 to 31st March 2025 |
Nil |
|
d. |
Number of complaints pending for more than 90 days |
Nil |
|
e. |
Number of complaints pending as on 31st March 2025 |
Nil |
Disclosure under the Maternity Benefit Act, 1961
The Company has duly complied with the provisions under the Maternity Benefit Act, 1961
Energy Conservation, Technology Absorption, 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 (as amended) are provided in the Annexure - III to this Report.
Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, unclaimed dividend amount of ''7,86,483.00 of the Company for the Financial Year 2016-17 (Final) and unclaimed dividend amount of ''9,15,370.00 of the Company for the Financial Year 2017-18 (Interim) have been transferred to IEPF established by the Central Government pursuant to Section 125 of the Companies Act, 2013 on 16th August 2024 and 20th February 2025, respectively.
During the year under review, 16,927 equity shares have been transferred to IEPF Authority under Section 125 (2) of the Companies Act, 2013 and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016.
The details of the nodal officer appointed by the Company under the provisions of IEPF are as under:
Name: Pravin Satardekar, Company Secretary
Email: [email protected]
Information in respect of unclaimed dividend when due for transfer to IEPF are given below:
|
Financial year ended |
Date of Declaration |
Unclaimed Amount as on 31.03.2025 |
Due date of transfer to IEPF |
|
31.03.2018 |
17.07.2018 |
''16,22,420.00 |
22.08.2025 |
|
(Final) |
|||
|
31.03.2022 |
28.07.2022 |
''13,29,367.00 |
02.09.2029 |
|
31.03.2023 |
17.08.2023 |
''20,90,321.50 |
18.09.2030 |
|
31.03.2024 |
16.01.2024 |
''11,91,907.00 |
20.02.2031 |
|
(Interim) |
|||
|
31.03.2024 |
10.09.2024 |
''14,71,684.00 |
14.10.2031 |
|
(Final) |
|||
The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - IV of this Report in the format prescribed in the Companies (CSR Policy) Rules, 2014. The Policy is available on the Company''s website at www.goacarbon.com.
Annual Return
The annual return of the company as on 31st March 2025, in terms of the provisions of Section 134(3)(a) of the Companies Act, 2013 is available on the company''s website: www. goacarbon.com.
Corporate Governance
It has been the endeavor of your Company to follow and implement best practices in corporate governance, in letter and spirit. The following forms part of this Report:
(i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;
(ii) Management Discussion and Analysis;
(iii) Corporate Governance Report and;
(iv) Practicing Company Secretary''s Certificate regarding compliance of conditions of corporate governance;
Directors'' Responsibility Statement
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal auditors, statutory auditors, secretarial auditors and any other external agencies, if any, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2024-25.
Corporate Social Responsibility (CSR)
Pursuant to Section 135 of the Companies Act, 2013 read with rules made there under, your Directors have constituted the Corporate Social Responsibility (CSR) Committee.
Composition of the CSR Committee:
|
Sr Name of the Director No. |
Chairman / Member |
|
1 Mr. Shrinivas Dempo |
Chairman |
|
2 Mr. Subhrakant Panda |
Member |
|
3 Mr. Anupam Misra |
Member |
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:
(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;
(b) that such accounting policies as mentioned in Notes to the annual accounts have been selected and applied consistently and judgement and estimates have been made 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 2025 and of the loss of the Company for the year ended on that date;
(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the annual accounts have been prepared on a going concern basis;
(e) that proper internal financial controls are in place and that the internal financial controls are adequate and are operating effectively;
(f) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.
Environment, Health and Safety
The Company places significant importance on safeguarding the environment, preserving limited natural resources, and ensuring the well-being of individuals. It is committed to achieving excellence in safety, health, and environmental practices across all aspects of its business operations. Responsible actions concerning safety, health, and the environment are deeply ingrained in the Company''s values and principles. Embracing the ''Go Green'' philosophy, the Company consistently adopts innovative techniques to minimize and eliminate its environmental impact. By implementing various projects, the Company actively explores alternative sources of energy. It doesn''t merely speak about sustainability but truly embodies it in its operations. The Company strives to promote a circular economy and contribute to societal value by fostering innovation, collaboration, and community education.
A strong emphasis on safety drives our efforts, and we closely monitor our total recordable injury rate. We firmly believe that our progress is directly linked to the successful implementation
and acceptance of our safety programs and initiatives. Our goal is to cultivate a mature and sustainable safety culture, which will enhance productivity, operational discipline, and enable highly competitive organic growth.
To ensure consistent safety practices throughout the organization, we have established a centralized Safety, Health, and Environment (SHE) organization that oversees companywide programs. Occupational health is a vital component of our safety initiatives, and multiple health programs are currently being implemented at each site and location.
Process safety is an integral part of our commitment to operating in the safest manner possible, emphasizing increased operational efficiency and reliability.
In summary, the Company''s dedication to environmental sustainability, occupational health, safety, and process safety is deeply embedded in its core values. By prioritizing these areas, we aim to protect the Earth, conserve resources, foster a safe working environment, and contribute to the well-being of both our employees and the communities we serve.
Prevention of Insider Trading Code
As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Mr. Pravin Satardekar, Company Secretary as Compliance Officer, who is responsible for setting forth procedures and implementing of the code for trading in Company''s securities.
Reconciliation of Share Capital Audit
As required by the SEBI Listing Regulations, quarterly audit of the Company''s share capital is being carried out by an independent Practicing Company Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, with the issued and listed capital. The Practicing Company Secretary''s Certificate in regard to the same is submitted to BSE and the NSE and is also placed before the Board of Directors.
Application / Proceeding pending under the Insolvency and Bankruptcy Code, 2016 (âIBC")
During the year under review, no application was made under IBC by or against your Company and no proceeding is pending under IBC.
Disclosure on one-time settlement
During the year under review, the Company has not entered into any one-time settlement with the Banks or Financial Institutions who have extended loan or credit facilities to the Company.
The Company firmly recognizes that the caliber of its employees plays a pivotal role in determining its success. Therefore, it remains dedicated to offering essential human resource development and training opportunities, ensuring that employees acquire additional skills to adapt to the ever-evolving business landscape.
Throughout the year, industrial relations have remained harmonious within the organization. The Company''s unwavering commitment to fostering good industrial relations is evident through the implementation of effective communication channels, regular meetings, and constructive negotiation processes. These initiatives contribute to a positive and cooperative working environment for all stakeholders involved.
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.
Mar 31, 2024
Your Directors present their 56th Annual Report on the business and operations of the Company and the audited financial statements for the year ended 31st March 2024.
Financial Summary and Highlights
H in Lakhs
|
2023-24 | |
2022-23 |
||
|
Profit for the year before tax |
11,571.09 |
10,823.31 |
|
|
Less: Tax Expense - |
|||
|
Current Tax |
3,008.50 |
2,818.80 |
|
|
Deferred Tax |
12.37 |
(70.69) |
|
|
3,020.87 |
2,748.11 |
||
|
Profit for the year after tax |
8,550.22 |
8,075.20 |
|
|
Other Comprehensive income for the year |
118.90 |
(16.63) |
|
|
Total Comprehensive income for the year |
8,669.12 |
8,058.57 |
During the year under review, the Companyâs sales and other income was H1,07,146.61 Lakhs as compared to H1,37,695.04 Lakhs during the previous year. The production of Calcined Petroleum Coke (CPC) was 2,00,329 MT as compared to 1,76,599 MT during the previous year. The sales of CPC were 2,02,670 MT for the period under review as compared to 1,79,608 MT for the previous year.
For detailed discussion on the performance and state of affairs of the Company during the year, please refer to the Management and Discussion Analysis.
Dividend and Transfer to Reserve
Considering the current yearâs operating profit, the Board has considered it appropriate to recommend a final dividend of H10/- per equity share of H10/- each for the financial year ended 31st March 2024. It may be recalled that in January 2024, an interim dividend at the rate of H10/- per equity share of H10/- each was declared and paid. This aggregates to a total dividend of H20/- per equity share of H10/- each for the financial year ended 31 st March 2024 as compared to H17.50 per equity share of H10/- each paid in the previous financial year.
The provisions of the Companies Act, 2013 do not mandate any transfer of profits to General Reserve. Hence, no transfer has been made to the General Reserve for the year under review.
Credit Rating
The ratings given to the Company by CRISIL Ratings during the financial year ended 31 st March 2024 is given below:
i) Long term borrowing: CRISIL A-/Stable;
ii) Short term borrowing: CRISIL A2
Subsidiary Companies
The Company did not have any subsidiary as on 31st March 2024.
Accreditation
The Company continues to enjoy ISO 9001 & ISO 14001 accreditation made by BUREAU VERITAS.
Public Deposits
The Company has not invited public for accepting deposits in terms of Chapter V of the Companies Act, 2013. The Company has complied with the provisions of Section 73 of the Companies Act, 2013 and the Rules made thereunder.
Directors
Appointment / Re-appointment
Based on the recommendations of the NRC, the Board, in terms of the provisions of the Companies Act, 2013, approved the re-appointment Mr. Nagesh Pinge (DIN: 00062900) as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from 6th May 2024. On 30th April 2024, the Shareholders of the Company, by way of a Special Resolution passed through postal ballot, re-appointed Mr. Nagesh Pinge as an Independent Director of the Company for a second term of 5 (five) consecutive years with effect from 6th May 2024 to 5th May 2029.
Mr. Jagmohan Chhabra (DIN: 01007714) retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment. Approval of the Members is being sought at the ensuing Annual General Meeting for his re-appointment and the requisite details in this connection are contained in the Notice convening the meeting.
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations, Clause 1.2.5 of the Secretarial Standard are given in the Notice of AGM, forming part of the Annual Report.
Independent Directors'' Declarations
All Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act,
2013 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.
The Board opines that all the Independent Directors of the Company strictly adhere to corporate integrity and possess the requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.
Directors and Officers Insurance (''D&O'')
On a voluntary compliance basis, the Company has taken Directors and Officers Insurance (''D&O'') for all its Directors and members of the Senior Management pursuant to the requirements of Regulation 25(10) of the SEBI Listing Regulations.
Registration of Independent Directors in Independent Directors Databank
All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs, pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They are also in compliance with the requirement of Online Proficiency SelfAssessment Test.
Key Managerial Personnel
In terms of the Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel (KMP) of the Company as on the date of this report:
|
Sr. No. |
Name of the KMP |
Designation |
|
1 |
Mr. Anupam Misra (DIN: 09615362) |
Executive Director |
|
2 |
Mr. Vikrant Garg (ACA 508132) |
Chief Financial Officer |
|
3 |
Mr. Pravin Satardekar (ACS 24380) |
Company Secretary |
Meetings of the Board of Directors
A minimum of four Board meetings are held annually. Additional Board meetings are convened by giving appropriate notice to address the Company''s specific needs. In case of business exigencies or urgency of matters, resolutions are passed by circulation.
During the year under review, six Board meetings were held, the details of which are given in the Corporate Governance Report which forms part of this Report.
Committees of the Board
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.
The following Committees constituted by the Board function according to their respective roles and defined scope:
¦ Audit Committee
¦ Nomination and Remuneration Committee
¦ Corporate Social Responsibility Committee
¦ Stakeholders'' Relationship Committee
Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. During the year under review, all material recommendations made by the various committees have been accepted by the Board.
Policy on Director''s appointment, remuneration and other details
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
The salient features of the Nomination and Remuneration Policy is included in this Report as Annexure - I.
Board Evaluation
The annual evaluation process of the Board of Directors ("Boardâ), Committees and individual Directors was carried out in the manner prescribed in the provisions of the Companies Act, 2013, Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on 5th January 2017 and as per the Corporate Governance requirements prescribed by SEBI Listing Regulations.
The performance of the Board, Committees and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee reviewed the performance of the individual Directors, a separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors; performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of the Executive Director and Non-Executive Directors. This was followed by a Board meeting that discussed the performance of the Board, its Committees and individual Directors.
The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning, etc. The criteria for performance evaluation of Committees of the Board included aspects like composition and structure of the
Committees, functioning of Committee meetings, contribution to decision of the Board, etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, integrity etc. In addition, the Chairman was also evaluated on the key aspects of his role.
Familiarization ProgrammeforIndependentDirectors
The details of the Familiarisation Programme for Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company at www.goacarbon.com
Internal Control System
The Board has laid down Internal Financial Controls ("IFCâ) within the meaning of the explanation to section 134 (5) (e) 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 fluid 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 Companyâs operations.
Statutory Auditors
Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, in the 54th Annual General Meeting of the Company held on 28th July 2022, M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) were appointed as Statutory Auditors of the Company for a second term of five years at a remuneration of H23.00 Lakhs besides applicable taxes, travelling and out of pocket expenses for the financial year 2022-23 and with authority to the Board of Directors to fix and pay the statutory fee and other charges as may be deemed fit for the remaining tenure. The Ministry of Corporate Affairs has vide notification dated 7th May 2018 obliterated the requirement of seeking Memberâs ratification at every AGM on appointment of Statutory Auditor during their tenure of 5 years.
Statutory Auditors'' Observations
The notes on financial statements referred to in the Auditorsâ Report for the financial year ended 31st March 2024 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 by M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022), Statutory
Auditors in their report for the financial year ended 31st March 2024 which requires any clarification or explanation.
Cost Audit
The maintenance of cost records is not applicable to the Company as per the amended Companies (Cost Records and Audit) Rules, 2014, prescribed by the Central Government under Section 148(1) of the Companies Act, 2013.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules thereunder, the Board of Directors of the Company had appointed CS Shivaram Bhat, Practicing Company Secretary to conduct the Secretarial Audit for FY2023-24. The Secretarial Audit Report for the financial year ended 31st March 2024 forms a part of this Report. The same is self explanatory and requires no comments.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
Secretarial Standards
In terms of Section 118(10) of the Act, the Company complies with Secretarial Standards 1 and 2, relating to the ''Meetings of the Board of Directorsâ and ''General Meetingsâ respectively as specified by the Institute of Company Secretaries of India and approved by the Central Government.
The Company has also voluntarily adopted the recommendatory Secretarial Standard-3 on ''Dividendâ and Secretarial Standard-4 on ''Report of the Board of Directorsâ issued by the Institute of Company Secretaries of India.
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 posted on the Companyâs website www.goacarbon.com.
The Audit Committee of the Company oversees the Vigil Mechanism.
Risk Management
Goa Carbon follows a well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Audit Committee and the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organizationâs 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 Companyâs 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.
Particulars of loans, guarantees or investments and loans/advances availed from Director/Promoter/ Promoter Group Entities
The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 together with the loans/advances availed from Director/ Promoter/Promoter Group Entities, if any, are given in the notes to financial statements.
Related Party Transactions
All transactions entered into with related parties as defined under the Act and Regulation 23 of the SEBI Listing Regulations, each as amended, during the year under review were on an armâs length price basis and in the ordinary course of business. These have been approved by the Audit Committee. Certain transactions repetitive in nature were approved through an omnibus route by the Audit Committee. The Audit Committee takes into consideration the management representation and in certain cases an independent audit consultantâs report, whilst scrutinizing and approving all related party transactions, from the perspective of fulfilling the criteria of meeting armsâ length pricing and being transacted in the ordinary course of business.
Details of transactions with related parties, as specified in Indian Accounting Standards (IND AS 24), have been reported in the Financial Statements. During the year under review, there was no transaction of a material nature with any of the related parties, which conflicted with the interests of the Company.
The Company had not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The details of RPTs during FY2023-24, including transactions with a person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided as mentioned above in the accompanying financial statements. During the FY2023-24, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission, and reimbursement of expenses, as applicable. Pursuant to the requirements of the Act and the SEBI Listing Regulations the Company has formulated a policy on RPTs and is available on the Company''s website URL: http://www.goacarbon.com/downloads/ Related Party Transaction Policy.pdf
Significant and material orders passed by the Regulators or Courts
There were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations. However, Members attention is drawn to the Statement on
Contingent liabilities, comments in the notes forming part of the Financial Statements and section of Management Discussion and Analysis.
Material changes and commitment, if any, affecting financial position of the Company from financial year end and till the date of this report
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.
Particulars of employees and related disclosures
The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure - II to this Report.
The statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate Annexure forming part of the Report. In terms of proviso to Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. The said statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure are related to any Director of the Company.
Disclosures 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 has formulated an internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal).
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.
The Company has complied with the provisions relating to the constitution of an Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 by setting up the said Committee.
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.
The following is a summary of sexual harassment complaints received and disposed off during the year:
|
a. |
Number of complaints pending as on 1st April 2023 |
Nil |
|
b. |
Number of complaints filed during the period 1st April 2023 to 31st March 2024 |
Nil |
|
c. |
Number of complaints disposed of during the period 1st April 2023 to 31st March 2024 |
Nil |
|
d. |
Number of complaints pending as on 31st March 2024 |
Nil |
Energy Conservation, Technology Absorption, 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 (as amended) are provided in the Annexure - III to this Report.
Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, unclaimed dividend amount of H4,30,314.00 of the Company for the Financial Year 2016-17 (Interim) has been transferred to IEPF established by the Central Government pursuant to Section 125 of the Companies Act, 2013 on 23rd February 2024.
During the year under review, 31,810 equity shares have been transferred to IEPF Authority under Section 125 (2) of the Companies Act, 2013 and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016.
The details of the nodal officer appointed by the Company under the provisions of IEPF are as under:
Name: Pravin Satardekar, Company Secretary Email: [email protected]
Information in respect of unclaimed dividend when due for transfer to IEPF are given below:
|
Financial year ended |
Date of Declaration |
Unclaimed Amount as on 31st March 2024 |
Due date of transfer to IEPF |
|
31.03.2017 (Final) |
30.06.2017 |
H7,90,143.00 |
05.08.2024 |
|
31.03.2018 (Interim) |
17.01.2018 |
H9,35,825.00 |
09.02.2025 |
|
31.03.2018 (Final) |
17.07.2018 |
H16,37,650.00 |
22.08.2025 |
|
31.03.2022 |
28.07.2022 |
H13,55,302.00 |
02.09.2029 |
|
31.03.2023 |
17.08.2023 |
H21,40,257.00 |
18.09.2030 |
|
31.03.2024 (Interim) |
16.01.2024 |
H12,64,214.00 |
20.02.2031 |
Corporate Social Responsibility (CSR)
Pursuant to Section 135 of the Companies Act, 2013 read with rules made there under, your Directors have constituted the Corporate Social Responsibility (CSR) Committee.
Composition of the CSR Committee:
|
Sr. No. |
Name of the Director |
Chairman / Member |
|
1 |
Mr. Shrinivas Dempo |
Chairman |
|
2 |
Mr. Jagmohan Chhabra* |
Member |
|
3 |
Mr. Subhrakant Panda |
Member |
|
4 |
Mr. Anupam Misra |
Member |
* Mr. Jagmohan Chhabra ceased to be a Member of the Committee w.e.f. 1st April 2024
The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - IV of this Report in the format prescribed in the Companies (CSR Policy) Rules, 2014. The Policy is available on the Companyâs website at www.aoacarbon.com.
Annual Return
The annual return of the company as on 31st March 2024, in terms of the provisions of Section 134(3)(a) of the Companies Act, 2013 is available on the companyâs website: www.aoacarbon.com.
Corporate Governance
It has been the endeavor of your Company to follow and implement best practices in corporate governance, in letter and spirit. The following forms part of this Report:
(i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;
(ii) Management Discussion and Analysis;
(iii) Corporate Governance Report and;
(iv) Practicing Company Secretaryâs Certificate regarding compliance of conditions of corporate governance;
Directors'' Responsibility Statement
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal auditors, statutory auditors, secretarial auditors and any other external agencies,
if any, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the Financial Year 2023-24.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:
(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;
(b) that such accounting policies as mentioned in Notes to the annual accounts have been selected and applied consistently and judgement and estimates have been made 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 2024 and of the profit of the Company for the year ended on that date;
(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the annual accounts have been prepared on a going concern basis;
(e) that proper internal financial controls are in place and that the internal financial controls are adequate and are operating effectively;
(f) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.
Environment, Health and Safety
The Company places significant importance on safeguarding the environment, preserving limited natural resources, and ensuring the well-being of individuals. It is committed to achieving excellence in safety, health, and environmental practices across all aspects of its business operations. Responsible actions concerning safety, health, and the environment are deeply ingrained in the Companyâs values and principles. Embracing the ''Go Greenâ philosophy, the Company consistently adopts innovative techniques to minimize and eliminate its environmental impact. By implementing various projects, the Company actively explores alternative sources of energy. It doesnât merely speak about sustainability but truly embodies it in its operations. The Company strives to promote a circular economy and contribute to societal value by fostering innovation, collaboration, and community education.
A strong emphasis on safety drives our efforts, and we closely monitor our total recordable injury rate. We firmly believe that our progress is directly linked to the successful implementation and acceptance of our safety programs and initiatives. Our goal is to cultivate a mature and sustainable
safety culture, which will enhance productivity, operational discipline, and enable highly competitive organic growth.
To ensure consistent safety practices throughout the organization, we have established a centralized Safety, Health, and Environment (SHE) organization that oversees companywide programs. Occupational health is a vital component of our safety initiatives, and multiple health programs are currently being implemented at each site and location.
Process safety is an integral part of our commitment to operating in the safest manner possible, emphasizing increased operational efficiency and reliability.
In summary, the Companyâs dedication to environmental sustainability, occupational health, safety, and process safety is deeply embedded in its core values. By prioritizing these areas, we aim to protect the Earth, conserve resources, foster a safe working environment, and contribute to the well-being of both our employees and the communities we serve.
Compliance with Secretarial Standards
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.
Prevention of Insider Trading Code
As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Mr. Pravin Satardekar, Company Secretary as Compliance Officer, who is responsible for setting forth procedures and implementing of the code for trading in Companyâs securities.
Reconciliation of Share Capital Audit
As required by the SEBI Listing Regulations, quarterly audit of the Companyâs share capital is being carried out by an independent Practicing Company Secretary with a view to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, with the issued and listed capital. The Practicing Company Secretaryâs Certificate in regard to the same is submitted to BSE and the NSE and is also placed before the Board of Directors.
Application / Proceeding pending under the Insolvency and Bankruptcy Code, 2016 ("IBC")
During the year under review, no application was made under IBC by or against your Company and no proceeding is pending under IBC.
Disclosure on one-time settlement
During the year under review, the Company has not entered into any one-time settlement with the Banks or Financial Institutions who have extended loan or credit facilities to the Company.
Human Resource
The Company firmly recognizes that the caliber of its employees plays a pivotal role in determining its success.
Therefore, it remains dedicated to offering essential human resource development and training opportunities, ensuring that employees acquire additional skills to adapt to the ever-evolving business landscape.
Throughout the year, industrial relations have remained harmonious within the organization. The Companyâs unwavering commitment to fostering good industrial relations is evident through the implementation of effective communication channels, regular meetings, and constructive negotiation processes. These initiatives contribute to a positive and cooperative working environment for all stakeholders involved.
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 Dempo
Panaji-Goa Chairman
15th May 2024 DIN: 00043413
Mar 31, 2019
The Members,
The Directors have pleasure in presenting the 51st Annual Report on the business and operations of the Company and the audited financial statements for the year ended 31st March 2019.
Financial Results
Rs. in lakhs
|
2018-19 |
2017-18 I |
|
|
Profit for the year before tax |
(1,083.09) |
8,952.09 |
|
Less: Tax Expense -Current Tax Deferred Tax |
13.22 (344.87) |
3,586.81 (19.57) |
|
(331.65) |
3,567.24 |
|
|
Profit for the year after tax |
(751.44) |
5,384.85 |
|
Other Comprehensive income for the year |
73.95 |
7.71 |
|
Total Comprehensive income for the year |
(677.49) |
5,392.56 |
Year in Retrospect
During the year under review, the Companyâs sales and other income was Rs.46,403.61 lakhs as compared to Rs.59,598.78 lakhs during the previous year. The production of Calcined Petroleum Coke (CPC) was 1,57,135 MT as compared to 2,04,114 MT during the previous year. The sales of CPC were 1,41,701 MT for the period under review as compared to 2,09,343 MT for the previous year.
The Honâble Supreme Court of India vide order dated 26.07.2018 had banned the import of petroleum coke if used as a fuel. Since the company uses petroleum coke only as âFeedstockâ for producing calcined petroleum coke, the Company had filed an application with the Honâble Supreme Court of India representing that the Company uses raw petroleum Coke (RPC) as âFeedstockâ and hence Calcination Industries should be allowed to import RPC. Based on the recommendations of Ministry of Environment/ Forest and Climate Change (MOE&CC) and Environment Pollution Control Authority (EPCA), the Honâble Supreme Court has passed the order dated 9.10.2018 by permitting the import of RPC up to 1.40 million metric tonnes per annum for the Indian calcination industry as a whole for feedstock.
On the basis of Court order dated 09.10.2018, the Director General of Foreign Trade (DGFT) vide Public Notice No 50/2015-20 notified additional procedures for applying for quota and for granting the import license and further amended the import policy in this respect. Based on Companyâs application, DGFT has allocated the quota for import of RPC for FY 2019-20.
Dividend and Transfer to Reserve
In view of the losses incurred by the Company:
i) your Directors have not recommended any dividend for the financial year ended 31stMarch 2019;
ii) no amount has been transferred to reserve for the financial year ended 31stMarch 2019.
Credit Rating
SMERA Ratings Limited - the credit rating agency, has assigned the credit rating of âSMERA BBBâ to the long-term Bank facilities availed by the Company and credit rating of âSMERA A3 â to the short-term Bank facilities availed/proposed by the Company. The outlook mentioned is negative.
Subsidiary Companies
The Company did not have any subsidiary as on 31stMarch 2019.
Accreditation
The Company continues to enjoy ISO 9001 & ISO 14001 accreditation made by BUREAU VERITAS.
Public Deposits
The Company has not accepted any deposits falling under the ambit of Section 73 of the Companies Act, 2013 from public and as such, no amount on account of principal or interest on deposits from public deposits was outstanding as on 31stMarch 2019.
Directors
Cessation
Pursuant to the amendments to Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Board Policy on the Appointment/Retirement of Directors of the Company, Mr. Dara Mehta, Independent Director of the Company ceased to be a Director with effect from 1st April 2019 on account of age limit of 75 years set for the Independent Directors. The Directors place on record their deep appreciation for the invaluable contributions made by Mr. Dara Mehta during his long tenure as Director for over 43 years.
Appointment/Re-appointment
Mr. Shrinivas Dempo retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for reappointment. Approval of the members is being sought at the ensuing Annual General Meeting for his re-appointment and the requisite details in this connection are contained in the Notice convening the meeting.
Based upon the recommendation of the Nomination and Remuneration Committee, Mr. Nagesh Pinge was appointed as an Additional Director (in the capacity of an Independent Director) by the Board on 6th May 2019, who holds office up to the date of ensuing Annual General Meeting. In terms of Section 161 of the Act read with Article 137 of the Articles of Association of the Company, the Company has received a notice in writing from a Member of the Company proposing his candidature for the office of Director of the Company.
The first term of office of Mr. Keki Elavia and Mr. Raman Madhok, as Independent Directors, expires at the ensuing Annual General Meeting. The Board has recommended re-appointment of Mr. Keki Elavia for a second term up to 08.04.2021 (being the age limit of 75 years) and Mr. Raman Madhok for a second term up to 01.02.2020 (being the age limit of 75 years) as Independent Directors of the Company.
On recommendation of the Nomination and Remuneration Committee, the Board of Directors has re-appointed Mr. Jagmohan Chhabra as a Whole-time Director, designated as âExecutive Directorâ of the Company, for a further period of 3 (three) years from 1stApril 2019 to 31stMarch 2022. The appointment, terms and conditions of the said reappointment including remuneration are subject to the approval of the Members. (Kindly refer resolution and the explanatory statement set out in the Notice of the 51st Annual General Meeting).
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations, Clause 1.2.5 of the Secretarial Standard are given in the Notice of AGM, forming part of the Annual Report and Schedule V of the SEBI Listing Regulations are given in the Corporate Governance Report, forming part of the Annual Report. Attention of the Members is also invited to the relevant items in the Notice of the AGM.
Independent Directorsâ Declarations
All Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.
Key Managerial Personnel
In terms of the Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel (KMP) of the Company as on the date of this report;
|
Sr. No. |
Name of the KMP |
Designation |
|
1 |
Mr. Jagmohan Chhabra (DIN: 01007714) |
Executive Director |
|
2 |
Mr. K. Balaraman (ACA 029283) |
Chief Financial Officer |
|
3 |
Mr. Pravin Satardekar (ACS 24380) |
Company Secretary |
Meetings of the Board of Directors
A minimum of four Board meetings are held annually. Additional Board meetings are convened by giving appropriate notice to address the Companyâs specific needs. In case of business exigencies or urgency of matters, resolutions are passed by circulation.
During the year under review, four Board meetings were held, the details of which are given in the Corporate Governance Report which forms part of this Annual Report.
The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.
Audit Committee
Composition of the Audit Committee
|
Sr. Name of the Director Chairman/Member No. |
||
|
1 |
Mr. Nagesh Pinge* |
Chairman |
|
2 |
Mr. Raman Madhok* |
Member |
|
3 |
Mr. Dara Mehta$ |
Chairman |
|
4 |
Mr. Keki Elavia |
Member |
|
5 |
Ms. Kiran Dhingra# |
Member |
* Mr. Nagesh Pinge was appointed as Chairman of the Committee with effect from 6th May 2019.
$ Mr. Raman Madhok was designated as Chairman of the Committee from 1st April 2019 up to 5,h May 2019.
$ Mr. Dara Mehta ceased to be the Chairman and Member of the Committee with effect from 1srApriI 2019.
<§> Ms. Kiran Dhingra was appointed as Member of the Audit Committee with effect from 12,h April 2018.
The terms of reference and other details of the Audit Committee are provided in Corporate Governance Report which forms part of this Annual Report. During the Financial Year 2018-19, all the recommendations of the Audit Committee were duly approved and accepted by the Board.
Policy on Directorâs appointment, remuneration and other details
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
The salient features of the Nomination and Remuneration Policy is included in this Report as Annexure -1.
Board Evaluation
The annual evaluation process of the Board of Directors (âBoardâ), Committees and individual Directors was carried out in the manner prescribed in the provisions of the Companies Act, 2013, Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on 5th January 2017 and as per the Corporate Governance requirements prescribed by SEBI Listing Regulations.
The performance of the Board, Committees and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee reviewed the performance of the individual Directors, a separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors; performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of the Executive Director and Non-Executive Directors. This was followed by a Board meeting that discussed the performance of the Board, its Committees and individual Directors.
The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning, etc. The criteria for performance evaluation of Committees of the Board included aspects like composition and structure of the Committees, functioning of Committee meetings, contribution to decision of the Board, etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, integrity etc. In addition, the Chairman was also evaluated on the key aspects of his role.
Familiarization Programme for Independent Directors
The details of the Familiarisation Programme for Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company at www.goacarbon.com
Internal Control System
The Board has laid down Internal Financial Controls (âIFCâ) within the meaning of the explanation to Section 134 (5) (e) 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 fluid 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 Companyâs operations.
Statutory Auditors
Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, In the 49th Annual General Meeting held on 30th June 2017, M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) were appointed as Statutory Auditors of the Company for a term of five years at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company. The Ministry of Corporate Affairs has vide notification dated 7th May 2018 obliterated the requirement of seeking Memberâs ratification at every AGM on appointment of Statutory Auditor during their tenure of 5 years.
Statutory Auditorsâ Observations
The notes on financial statements referred to in the Auditorsâ 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 Auditorsâ Report which requires any clarification or explanation.
Cost Audit
The maintenance of cost records is not applicable to the Company as per the amended Companies (Cost Records and Audit) Rules, 2014, prescribed by the Central Government under Section 148(1) of the Companies Act, 2013.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules thereunder, the Board of Directors of the Company had appointed CS Sadashiv V. Shet, Practicing Company Secretary to conduct the Secretarial Audit for FY 2018-19. The Secretarial Audit Report for the financial year ended 31st March 2019 forms a part of this Annual Report. The same is self explanatory and requires no comments.
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 posted on the Companyâs website www.goacarbon.com.
The Audit Committee of the Company oversees the Vigil Mechanism.
Risk Management
Goa Carbon follows a well-established and detailed risk assessment and minimization 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 organizationâs 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 Companyâs 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.
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 with related parties entered into during the financial year 2018-19 were at armâs length basis and in the ordinary course of business and in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. During the Financial Year 2018-19, there have been no related party transactions of the Company with its Directors and Key Managerial Personnel or their relatives, its holding, subsidiary or associate companies as prescribed under Section 188 of the Companies Act, 2013 and SEBI Listing Regulations. Also, there are no material transactions with any related party that are required to be disclosed under Form AOC-2.
All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approval so granted on a quarterly basis.
As required under regulation 23(1) of the Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions. The Policy has been uploaded on the website of the Company and can be accessed at: http://www.goacarbon. com/down loads/Re lated%20 Pa rty%20Transaction%20Policy_ GOA%20CARBON%20LI MITED.pdf
Significant and material orders passed by the Regulators or Courts
There were no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.
Material changes and commitment, if any, affecting financial position of the Company from financial year end and till the date of this report
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.
Particulars of employees and related disclosures
The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure - II to this Report.
The statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate Annexure forming part of the Report. In terms of proviso to Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. The said statement is also open for inspection at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.
Disclosures 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 has formulated an internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal).
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.
The Company has complied with the provisions relating to the constitution of an Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 by setting up the said Committee comprising of two female and two male employees. One of the female employees is the Chairperson of the Committee. There is one external female member on the Committee who is from a non-governmental organization/association, committed to the cause of women/familiar with the issues relating to sexual harassment.
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.
Energy Conservation, Technology Absorption, 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 (as amended) are provided in the Annexure - III to this Report.
Corporate Social Responsibility (CSR)
Pursuant to Section 135 of the Companies Act, 2013 read with rules made there under, your Directors have constituted the Corporate Social Responsibility (CSR) Committee.
Composition of the CSR Committee
|
Sr. No. |
Name of the Director |
Chairman / Member |
|
1 |
Mr. Shrinivas Dempo |
Chairman |
|
2 |
Mr. Raman Madhok |
Member |
|
3 |
Ms. Kiran Dhingra |
Member |
|
4 |
Mr. Jagmohan Chhabra |
Member |
The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - IV of this Report in the format prescribed in the Companies (CSR Policy) Rules, 2014. The Policy is available on the Companyâs website atwww.goacarbon.com.
Annual Return
The Annual Return of the Company for FY 2018-19 has been placed on the website of the Company atwww.goacarbon.com.
Corporate Governance
It has been the endeavour of your Company to follow and implement best practices in corporate governance, in letter and spirit. The following forms part of this Annual Report:
(i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;
(ii) Management Discussion and Analysis;
(iii) Corporate Governance Report and;
(iv) Practicing Company Secretaryâs Certificate regarding compliance of conditions of corporate governance;
Directorsâ Responsibility Statement
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal auditors, statutory auditors, secretarial auditors and any other external agencies, if any, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the Financial Year 2018-19.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:
(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;
(b) that such accounting policies as mentioned in Notes to the annual accounts have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2019 and of the loss of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the annual accounts have been prepared on a going concern basis;
(e) that proper internal financial controls are in place and that the internal financial controls are adequate and are operating effectively;
(f) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.
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 Dempo
Chairman
DIN: 00043413
Panaji-Goa
7th May 2019
Mar 31, 2018
Directorsâ Report
The Members,
The Directors have pleasure in presenting the 50th Annual Report on the business and operations of the Company and the audited financial statements for the year ended 31st March 2018.
Financial Results
Rs, in Lacs
|
2017-18 |
2016-17 | |
|
|
Profit for the year before tax |
8,952.09 |
1,575.23 |
|
Less: Tax Expense -Current Tax |
3,586.81 |
412.14 |
|
Deferred Tax |
(19.57) |
213.55 |
|
3,567.24 |
625.69 |
|
|
Profit for the year after tax |
5,384.85 |
949.54 |
|
Other Comprehensive income for the year |
7.71 |
(10.89) |
|
Total Comprehensive income for the year |
5,392.56 |
938.65 |
Year in Retrospect
The Company has adopted Ind AS with effect from 1st April 2017 with a transition date of 1st April 2016. Accordingly, results for the year ended 31st March 2018 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India. Previous periods figures have been restated as per Ind AS to make them comparable.
During the year under review, the Companyâs sales and other income was Rs,59,598.78 Lacs as compared to Rs,34,081.86 Lacs during the previous year. The production of Calcined Petroleum Coke (CPC) was 2,04,114 MT as compared to 1,64,323 MT during the previous year. The sales of CPC were 2,09,343 MT for the period under review as compared to 1,59,579 MT for the previous year. Thus, the year gone by has witnessed a strong operational performance. Your Company has also reached the milestone of the Golden Jubilee Year during the FY 2017-18.
Dividend and Transfer to Reserve
Considering the current yearâs operating profit, the Board has considered it appropriate to recommend a final dividend of Rs,10/- per equity share of Rs,10/- each. It may be recalled that in January 2018, an interim dividend at the rate of Rs,5/- per equity share of Rs,10/- each was declared and paid. This aggregates to a total dividend ofRs,15 per equity share ofRs,10/- each for the financial year ended 31st March 2018 as compared to Rs,4.50 per equity share of Rs,10/- each paid in the previous financial year. The provisions of the Companies Act, 2013 does not mandate any transfer of profits to General Reserve. Hence, no transfer has been made to the General Reserve for the year under review.
Subsidiary Companies
The Company did not have any subsidiary as on 31st March 2018.
During the year under review, the Companyâs wholly owned subsidiary namely, âGCL Global Resources SGP Pte Limitedâ, Singapore was liquidated.
Accreditation
The Company continues to enjoy ISO 9001 & ISO 14001 accreditation made by BUREAU VERITAS.
Public Deposits
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public deposits was outstanding as on 31st March 2018.
Directors
Dr. A. B. Prasad, Independent Director of the Company ceased to be Director w.e.f. 9th February 2018 due to his demise. The Directors place on record their deep appreciation for the invaluable contributions made by Late Dr. A. B. Prasad during his tenure as the Companyâs Whole time Director/Managing Director from December 1995 to November 2006 and thereafter as Non-Executive Director (from December 2006) and Independent Director (from September 2014).
Mr. Rajesh Dempo retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for reappointment. Approval of the members is being sought at the ensuing Annual General Meeting for his re-appointment and the requisite details in this connection are contained in the Notice convening the meeting.
Independent Directorsâ Declarations
All Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 of the SEBI Listing Regulations.
Key Managerial Personnel
In terms of the Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel (KMP) of the Company as on the date of this report:
|
Sr. No. |
Name of the KMP |
Designation |
|
1 |
Mr. Jagmohan Chhabra (DIN: 01007714) |
Executive Director |
|
2 |
Mr. K. Balaraman (ACA 029283) |
Chief Financial Officer |
|
~ |
Mr. Pravin Satardekar (ACS 24380) |
Company Secretary |
Act, 2013, Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on 5th January 2017 and as per the Corporate Governance requirements prescribed by SEBI Listing Regulations.
The performance of the Board, Committees and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The Nomination and Remuneration Committee reviewed the performance of the individual Directors, a separate meeting of Independent Directors was also held to review the performance of Non-Independent Directors; performance of the Board as a whole and performance of the Chairperson of the Company, taking into account the views of the Executive Director and Non-Executive Directors. This was followed by a Board meeting that discussed the performance of the Board, its Committees and individual Directors.
The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning, etc. The criteria for performance evaluation of Committees of the Board included aspects like composition and structure of the Committees, functioning of Committee meetings, contribution to decision of the Board, etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, integrity etc. In addition, the Chairman was also evaluated on the key aspects of his role.
Familiarization Programme for Independent Directors
The details of the Familiarization Programme for Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company at www.qoacarbon.com
Internal Control System
The Board has laid down Internal Financial Controls (âIFCâ) within the meaning of the explanation to Section 134(5) (e) 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 fluid 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
The terms of reference and other details of the Audit Committee are provided in Corporate Governance Report which forms part of this Annual Report. During the Financial Year 2017-18, all the recommendations of the Audit Committee were duly approved and accepted by the Board.
Policy on Directorâs appointment and Remuneration and other details
The Committee has formulated a Nomination and Remuneration Policy and the same has been uploaded on the website of the Company at www.qoacarbon.com
The salient features of the Nomination and Remuneration Policy is included in this Report as Annexure -1.
Board Evaluation
The annual evaluation process of the Board of Directors (âBoardâ), Committees and individual Directors was carried out in the manner prescribed in the provisions of the Companies
|
Sr. No. |
Name of the Director |
Chairman/Member |
|
1 |
Mr. Dara Mehta |
Chairman |
|
2 |
Mr. Keki Elavia |
Member |
|
3 |
Mr. Raman Madhok |
Member |
|
4 |
Ms. Kiran Dhingra |
Member (w.e.f. 12th April 2018) |
Company Secretary and Compliance Officer
During the year, Mr. Purushottam Mantri, Company Secretary, KMP and Compliance Officer of the Company retired from the services of the Company effective 6th January 2018.
Consequent to Mr. Mantriâs retirement, the Board appointed Mr. Pravin Satardekar as the Company Secretary, KMP and Compliance Officer of the Company effective 7th January 2018.
Meetings of the Board of Directors
A minimum of four Board meetings are held annually. Additional Board meetings are convened by giving appropriate notice to address the Companyâs specific needs. In case of business exigencies or urgency of matters, resolutions are passed by circulation.
During the year under review, five Board meetings were held, the details of which are given in the Corporate Governance Report which forms part of this Annual Report.
The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.
Audit Committee
Composition of the Audit Committee 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 Companyâs operations.
Statutory Auditors
Pursuant to provisions of Section 139 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules, 2014, In the 49th Annual General Meeting (AGM) held on 30th June 2017, M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) were appointed as Statutory Auditors of the Company for a term of five years, at such remuneration and out of pocket expenses, as may be decided by the Board of Directors of the Company. The Ministry of Corporate Affairs has vide notification dated 7th May 2018 obliterated the requirement of seeking Memberâs ratification at every AGM on appointment of Statutory Auditor during their tenure of 5 years.
Statutory Auditorsâ Observations
The notes on financial statements referred to in the Auditorsâ 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 Auditorsâ Report which requires any clarification or explanation.
Cost Audit
The maintenance of cost records is not applicable to the Company as per the amended Companies (Cost Records and Audit) Rules, 2014, prescribed by the Central Government under Section 148(1) of the Companies Act, 2013.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules thereunder, the Board of Directors of the Company had appointed CS Sadashiv V. Shet, Practicing Company Secretary to conduct the Secretarial Audit for FY 2017-18. The Secretarial Audit Report for the financial year ended 31st March 2018 forms a part of this Annual Report. The same is self-explanatory and requires no comments.
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 posted on the Companyâs website www.qoacarbon.com.
The Audit Committee of the Company oversees the Vigil Mechanism.
Risk Management
Goa Carbon follows a well-established and detailed risk assessment and minimization 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 organizationâs 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 Companyâs 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.
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 with related parties entered into during the financial year 2017-18 were at armâs length basis and in the ordinary course of business and in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. During the Financial Year 2017-18, there have been no related party transactions of the Company with its Directors and Key Managerial Personnel or their relatives, its holding, subsidiary or associate companies as prescribed under Section 188 of the Companies Act 2013 and SEBI Listing Regulations. Also, there are no material transactions with any related party that are required to be disclosed under Form AOC-2.
All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approval so granted on a quarterly basis.
As required under regulation 23(1) of the Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions. The Policy has been uploaded on the website of the Company and can be accessed at: http:// www.goacarbon.com/downloads/Related%20Party%20Transaction%20Policy_GOA%20CARBON%20LIMITED.pdf
Significant and material orders passed by the Regulators or Courts
There were no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.
Material changes and commitment, if any, affecting financial position of the Company from financial year end and till the date of this report
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.
Particulars of employees and related disclosures
The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure - II to this Report.
The statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197(12) of the Companies Act 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate Annexure forming part of the Report. In terms of proviso to Section 136(1) of the Companies Act
2013, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. The said statement is also open for inspection at the Registered Office of the Company. Any member interested in obtaining a copy of the same may write to the Company Secretary.
Energy Conservation, Technology Absorption, 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 (as amended) are provided in the Annexure - III to this Report.
Corporate Social Responsibility (CSR)
Pursuant to Section 135 of the Companies Act, 2013 read with rules made there under, your Directors have constituted the Corporate Social Responsibility (CSR) Committee.
Composition of the CSR Committee during the year are set out in Annexure - IV of this Report in the format prescribed in the Companies (CSR Policy) Rules, 2014. The Policy is available on the Companyâs web-site at www.qoacarbon.com.
Extract of Annual Return
As provided under Section 92(3) of the Act, the details forming part of the extract of the Annual Return in Form MGT-9 is annexed as Annexure - V.
Disclosures 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 has formulated an internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal).
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.
The Internal Complaint Committee (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.
Corporate Governance
It has been the endeavour of your Company to follow and implement best practices in corporate governance, in letter and spirit. The following forms part of this Annual Report:
(i) Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;
(ii) Management Discussion and Analysis;
(iii) Corporate Governance Report;
(iv) Practicing Company Secretaryâs Certificate regarding compliance of conditions of corporate governance.
Directorsâ Responsibility Statement
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal auditors, statutory auditors, secretarial auditors and any other external agencies, ifany, including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the Audit Committee, the Board is of the
The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities
|
Sr. No. |
Name of the Director |
Chairman/Member |
|
1 |
Mr. Shrinivas Dempo |
Chairman |
|
2 |
Mr. Raman Madhok |
Member |
|
3 |
Ms. Kiran Dhingra |
Member (w.e.f. 12th April 2018) |
|
4 |
Mr. Jagmohan Chhabra |
Member |
opinion that the Companyâs internal financial controls were adequate and effective during the Financial Year 2017-18.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:
(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;
(b) that such accounting policies as mentioned in Notes to the annual accounts have been selected and applied consistently and judgment and estimates have been made 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 2018 and of the profit of the Company for the year ended on that date;
(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the annual accounts have been prepared on a going concern basis;
(e) that proper internal financial controls are in place and that the internal financial controls are adequate and are operating effectively;
(f) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.
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 Dempo
Chairman
DIN: 00043413
Panaji-Goa 9th May 2018
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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Indian equities outlook today as Bank Nifty remains weak and Nifty tests support -
Stock Market Crash: Sensex, Nifty Hit 1-Year Low; How US-Israel-Iran War Wiped Out Rs 4,753,333 Crore -
Intraday Stocks To Buy Today, March 23: Top Picks By Anand James of Geojit Investments On Monday
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Nifty, Sensex Down 8% Amid Iran-US War, Crude Oil At Sky High: How Past Geopolitical Crises Have Shaped Market -
Stock Market Weekly Wrap: Sensex, Nifty End In Green Amid Iran-US War, Crude Surge, Rupee Slide -
Nifty Falls as Global Cues Persist and Gulf Tensions Weigh on Indian Markets -
Intraday Stocks To Buy Today, March 20: Top Picks By Anand James of Geojit Investments On Friday
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Nifty, Sensex Stage Sharp Rebound After Biggest Crash; IT Stocks in Green | Why Is Stock Market Rising Today?
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