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Goa Carbon

BSE: 509567|NSE: GOACARBON|ISIN: INE426D01013|SECTOR: Petrochemicals
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Directors Report Year End : Mar '19    Mar 18

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 Company’s 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 Hon’ble 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 “Feedstock” for producing calcined petroleum coke, the Company had filed an application with the Hon’ble Supreme Court of India representing that the Company uses raw petroleum Coke (RPC) as “Feedstock” 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 Hon’ble 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 Company’s 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 “SMERA BBB” to the long-term Bank facilities availed by the Company and credit rating of “SMERA A3 ” 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 “Executive Director” 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 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.

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 Company’s 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 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 -1.

Board Evaluation

The annual evaluation process of the Board of Directors (“Board”), 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 (“IFC”) 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.

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 Member’s 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 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 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 Company’s 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 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

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 arm’s 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 Company’s 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 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 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

Source : Dion Global Solutions Limited
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