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Goa Carbon Ltd.

BSE: 509567 Sector: Industrials
NSE: GOACARBON ISIN Code: INE426D01013
BSE 00:00 | 24 Apr 2020 Goa Carbon Ltd
NSE 05:30 | 01 Jan 1970 Goa Carbon Ltd

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OPEN 242.85
PREVIOUS CLOSE 231.30
VOLUME 5603
52-Week high 493.00
52-Week low 109.25
P/E
Mkt Cap.(Rs cr) 201
Buy Price 219.75
Buy Qty 7.00
Sell Price 219.75
Sell Qty 2379.00
OPEN 242.85
CLOSE 231.30
VOLUME 5603
52-Week high 493.00
52-Week low 109.25
P/E
Mkt Cap.(Rs cr) 201
Buy Price 219.75
Buy Qty 7.00
Sell Price 219.75
Sell Qty 2379.00

Goa Carbon Ltd. (GOACARBON) - Director Report


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Company director report

The Members

Your Directors have pleasure in presenting the 51st Annual Report on thebusiness and operations of the Company and the audited financial statements for the yearended 31st March 2019.

Financial Results

Rs. in lakhs
2018-19 2017-18
Profit for the year before tax (1083.09) 8952.09
Less: Tax Expense -
Current Tax 13.22 3586.81
Deferred Tax (344.87) (19.57)
(331.65) 3567.24
Profit for the year after tax (751.44) 5384.85
Other Comprehensive income for the year 73.95 7.71
Total Comprehensive income for the year (677.49) 5392.56

Year in Retrospect

During the year under review the Company's sales and other income was Rs. 46403.61lakhs as compared to Rs. 59598.78 lakhs during the previous year. The production ofCalcined Petroleum Coke (CPC) was 157135 MT as compared to 204114 MT during theprevious year. The sales of CPC were 141701 MT for the period under review as comparedto 209343 MT for the previous year.

The Hon'ble Supreme Court of India vide order dated 26.07.2018 had banned the import ofpetroleum coke if used as a fuel. Since the company uses petroleum coke only as“Feedstock” for producing calcined petroleum coke the Company had filed anapplication with the Hon'ble Supreme Court of India representing that the Company uses rawpetroleum Coke (RPC) as “Feedstock” and hence Calcination Industries should beallowed to import RPC. Based on the recommendations of Ministry of Environment/ Forest andClimate Change (MOE&CC) and Environment Pollution Control Authority (EPCA) theHon'ble Supreme Court has passed the order dated 9.10.2018 by permitting the import of RPCup to 1.40 million metric tonnes per annum for the Indian calcination industry as a wholefor 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 forquota and for granting the import license and further amended the import policy in thisrespect. Based on Company's application DGFT has allocated the quota for import of RPCfor 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 creditrating of “SMERA A3+” to the short-term Bank facilities availed/proposed by theCompany. The outlook mentioned is negative.

Subsidiary Companies

The Company did not have any subsidiary as on 31st March 2019.

Accreditation

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

Public Deposits

The Company has not accepted any deposits falling under the ambit of Section 73 of theCompanies Act 2013 from public and as such no amount on account of principal or intereston deposits from public deposits was outstanding as on 31st March 2019.

Directors

Cessation

Pursuant to the amendments to Regulation 17(1A) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and the BoardPolicy on the Appointment/Retirement of Directors of the Company Mr. Dara MehtaIndependent Director of the Company ceased to be a Director with effect from 1stApril 2019 on account of age limit of 75 years set for the Independent Directors. TheDirectors place on record their deep appreciation for the invaluable contributions made byMr. 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 andbeing eligible has offered himself for reappointment. Approval of the members is beingsought at the ensuing Annual General Meeting for his re-appointment and the requisitedetails in this connection are contained in the Notice convening the meeting.

Based upon the recommendation of the Nomination and Remuneration Committee Mr. NageshPinge 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 ensuingAnnual General Meeting. In terms of Section 161 of the Act read with Article 137 of theArticles of Association of the Company the Company has received a notice in writing froma Member of the Company proposing his candidature for the office of Director of theCompany.

The first term of office of Mr. Keki Elavia and Mr. Raman Madhok as IndependentDirectors expires at the ensuing Annual General Meeting. The Board has recommendedre-appointment of Mr. Keki Elavia for a second term up to 08.04.2021 (being the age limitof 75 years) and Mr. Raman Madhok for a second term up to 01.02.2020 (being the age limitof 75 years) as Independent Directors of the Company.

On recommendation of the Nomination and Remuneration Committee the Board of Directorshas re-appointed Mr. Jagmohan Chhabra as a Whole-time Director designated as“Executive Director” of the Company for a further period of 3 (three) yearsfrom 1st April 2019 to 31st March 2022. The appointment terms andconditions of the said reappointment including remuneration are subject to the approval ofthe Members. (Kindly refer resolution and the explanatory statement set out in the Noticeof the 51st Annual General Meeting).

The disclosures required pursuant to Regulation 36 of the SEBI Listing RegulationsClause 1.2.5 of the Secretarial Standard are given in the Notice of AGM forming part ofthe Annual Report and Schedule V of the SEBI Listing Regulations are given in theCorporate Governance Report forming part of the Annual Report. Attention of the Membersis 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 underSection 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 KeyManagerial 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 areconvened by giving appropriate notice to address the Company's specific needs. In case ofbusiness exigencies or urgency of matters resolutions are passed by circulation.

During the year under review four Board meetings were held the details of which aregiven in the Corporate Governance Report which forms part of this Annual Report.

The intervening gap between two consecutive meetings was within the period prescribedunder the Companies Act 2013 and the SEBI Listing Regulations.

Audit Committee

Composition of the Audit Committee

Sr. No. Name of the Director Chairman/Member
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 6thMay 2019.

# Mr. Raman Madhok was designated as Chairman of the Committee from 1stApril 2019 up to 5th May 2019.

$ Mr. Dara Mehta ceased to be the Chairman and Member of the Committee with effect from1st April 2019.

@ Ms. Kiran Dhingra was appointed as Member of the Audit Committee with effect from 12thApril 2018.

The terms of reference and other details of the Audit Committee are provided inCorporate Governance Report which forms part of this Annual Report. During the FinancialYear 2018-19 all the recommendations of the Audit Committee were duly approved andaccepted 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 beenuploaded on the website of the Company at www.goacarbon.com

The salient features of the Nomination and Remuneration Policy is included in thisReport as Annexure - I.

Board Evaluation

The annual evaluation process of the Board of Directors (“Board”) Committeesand individual Directors was carried out in the manner prescribed in the provisions of theCompanies Act 2013 Guidance Note on Board Evaluation issued by Securities and ExchangeBoard of India on 5th January 2017 and as per the Corporate Governancerequirements prescribed by SEBI Listing Regulations.

The performance of the Board Committees and individual Directors was evaluated by theBoard seeking inputs from all the Directors. The performance of the Committees wasevaluated by the Board seeking inputs from the Committee Members. The Nomination andRemuneration Committee reviewed the performance of the individual Directors a separatemeeting of Independent Directors was also held to review the performance ofNon-Independent Directors; performance of the Board as a whole and performance of theChairperson of the Company taking into account the views of the Executive Director andNon-Executive Directors. This was followed by a Board meeting that discussed theperformance of the Board its Committees and individual Directors.

The criteria for performance evaluation of the Board included aspects like Boardcomposition and structure; effectiveness of Board processes information and functioningetc. The criteria for performance evaluation of Committees of the Board included aspectslike composition and structure of the Committees functioning of Committee meetingscontribution to decision of the Board etc. The criteria for performance evaluation of theindividual Directors included aspects on contribution to the Board and Committee meetingslike preparedness on the issues to be discussed meaningful and constructive contributionand inputs in meetings integrity etc. In addition the Chairman was also evaluated on thekey aspects of his role.

Familiarization Programme for Independent Directors

The details of the Familiarisation Programme for Independent Directors with the Companyin respect of their roles rights responsibilities in the Company nature of the industryin which Company operates business model of the Company and related matters are put up onthe website of the Company at www.goacarbon.com

Internal Control System

The Board has laid down Internal Financial Controls (“IFC”) within themeaning of the explanation to Section 134 (5) (e) of the Companies Act 2013. The Boardbelieves 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 andare in fact a fluid set of tools which evolve over time as the business technology andfraud environment changes in response to competition industry practices legislationregulation and current economic conditions. There will therefore be gaps in the IFC asbusiness evolves. The Company has a process in place to continuously identify such gapsand implement newer and or improved controls wherever the effect of such gaps would have amaterial effect on the Company's operations.

Statutory Auditors

Pursuant to provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 In the 49th Annual General Meetingheld 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 Companyfor a term of five years at such remuneration and out of pocket expenses as may bedecided by the Board of Directors of the Company. The Ministry of Corporate Affairs hasvide notification dated 7th May 2018 obliterated the requirement of seekingMember's ratification at every AGM on appointment of Statutory Auditor during their tenureof 5 years.

Statutory Auditors' Observations

The notes on financial statements referred to in the Auditors' Report areself-explanatory and therefore do not call for any further explanations or comments.

There are no qualifications reservations or adverse remarks or disclaimer made in theAuditors' Report which requires any clarification or explanation.

Cost Audit

The maintenance of cost records is not applicable to the Company as per the amendedCompanies (Cost Records and Audit) Rules 2014 prescribed by the Central Government underSection 148(1) of the Companies Act 2013.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rulesthereunder the Board of Directors of the Company had appointed CS Sadashiv V. ShetPracticing Company Secretary to conduct the Secretarial Audit for FY 2018-19. TheSecretarial Audit Report for the financial year ended 31st March 2019 forms apart 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 toreport their genuine concerns or grievances and the same has been posted on the Company'swebsite 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 minimizationprocedures which are periodically reviewed by the Board. The Company has in place abusiness risk management framework for identifying risks and opportunities that may have abearing on the organization's objectives assessing them in terms of likelihood andmagnitude of impact and determining a response strategy.

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

Particulars of loans guarantees or investments

The details of loans guarantees and investments covered under the provisions ofSection 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 2018-19were at arm's length basis and in the ordinary course of business and in accordance withthe provisions of the Companies Act 2013 and the SEBI Listing Regulations. During theFinancial Year 2018-19 there have been no related party transactions of the Company withits Directors and Key Managerial Personnel or their relatives its holding subsidiary orassociate companies as prescribed under Section 188 of the Companies Act 2013 and SEBIListing Regulations. Also there are no material transactions with any related party thatare required to be disclosed under Form AOC-2.

All transactions with related parties are placed before the Audit Committee forapproval. An omnibus approval of the Audit Committee is obtained for the related partytransactions which are repetitive in nature. The Audit Committee reviews all transactionsentered into pursuant to the omnibus approval so granted on a quarterly basis.

As required under regulation 23(1) of the Listing Regulations the Company hasformulated a policy on dealing with Related Party Transactions. The Policy has beenuploaded 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/Tribunalswhich would impact the going concern status of the Company and its future operations.

Material changes and commitment if any affecting financial position of the Companyfrom financial year end and till the date of this report

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany 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 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedin the Annexure - II to this Report.

The statement containing particulars of top 10 employees and the employees drawingremuneration in excess of limits prescribed under Section 197 (12) of the Companies Act2013 read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in a separate Annexure forming part of theReport. In terms of proviso to Section 136(1) of the Companies Act 2013 the Report andAccounts are being sent to the Members excluding the aforesaid Annexure. The saidstatement is also open for inspection at the Registered Office of the Company. Any memberinterested in obtaining a copy of the same may write to the Company Secretary.

Disclosures under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand 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 theCompany has formulated an internal Policy on Sexual Harassment at Workplace (PreventionProhibition and Redressal).

The policy aims at educating employees on conduct that constitutes sexual harassmentways and means to prevent occurrence of any such incident and the mechanism for dealingwith such incident in the unlikely event of its occurrence.

The Company has complied with the provisions relating to the constitution of anInternal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 by setting up the said Committeecomprising of two female and two male employees. One of the female employees is theChairperson of the Committee. There is one external female member on the Committee who isfrom a non-governmental organization/association committed to the cause of women/familiarwith the issues relating to sexual harassment.

The ICC is responsible for redressal of complaints related to sexual harassment ofwomen at the workplace in accordance with procedures regulations and guidelines providedin 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 foreignexchange earnings and outgo required to be disclosed by Section 134 (3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 (asamended) 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 underyour 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 bythe Company on CSR activities during the year are set out in Annexure - IV of this Reportin the format prescribed in the Companies (CSR Policy) Rules 2014. The Policy isavailable on the Company's website at www.goacarbon.com.

Annual Return

The Annual Return of the Company for FY 2018-19 has been placed on the website of theCompany at www.goacarbon.com.

Corporate Governance

It has been the endeavour of your Company to follow and implement best practices incorporate governance in letter and spirit. The following forms part of this AnnualReport:

(i) Declaration regarding compliance of Code of Conduct by Board Members and SeniorManagement Personnel;

(ii) Management Discussion and Analysis;

(iii) Corporate Governance Report and;

(iv) Practicing Company Secretary's Certificate regarding compliance of conditions ofcorporate governance;

Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal auditorsstatutory auditors secretarial auditors and any other external agencies if anyincluding audit of internal financial controls over financial reporting by the statutoryauditors and the reviews performed by Management and the Audit Committee the Board is ofthe opinion that the Company's internal financial controls were adequate and effectiveduring the Financial Year 2018-19.

Accordingly pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm:

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

(b) that such accounting policies as mentioned in Notes to the annual accounts havebeen selected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2019 and of the loss of the Company for the year endedon that date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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 internalfinancial controls are adequate and are operating effectively;

(f) that proper systems to ensure compliance with the provisions of all applicable lawsare 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 andco-operation received from the Government authorities banks customers businessassociates and members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the executivesstaff and workers of the Company.

For and on behalf of the Board of Directors

Shrinivas Dempo

Chairman

DIN: 00043413

Panaji-Goa

7th May 2019

Annexure - I to the Directors' Report

Salient features of the Nomination and Remuneration Policy

Policy for appointment and removal of Director KMP and Senior Management:

This policy has been prepared pursuant to the provisions of Section 178 and such otherapplicable sections of the Companies Act 2013 (“Act”) and the SEBI ListingObligations and Disclosure Requirements Regulations 2015 (“LODR”). In case ofany inconsistency between the provisions of law and this remuneration policy theprovisions of the law shall prevail and the company shall abide by the applicable law.

Appointment criteria and qualifications:

a) The philosophy for appointment and retirement of directors of Goa Carbon Limited(“the company”) is based on the commitment of fostering a culture of leadershipwith trust. The Directors appointment and retirement policy is aligned to this philosophy.

b) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his/her appointment.

c) A person should possess adequate qualification expertise and experience for theposition he/she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person issufficient/satisfactory for the concerned position.

Key principles governing Directors appointment/retirement policy are as follows:

Director Term Tenure and Directorships

• Boards are encouraged to seek a balance between change and continuity.

• In case of Non-Independent Non-Executive Director (NEDs) each term should bedecided as per the provisions pertaining to the retirement by rotation. They can bereappointed for subsequent terms until the applicable retirement age.

• In case of Independent Directors (IDs) each term should not exceed a period of5 years or until the applicable retirement age whichever is earlier extendable for up toa total of two consecutive terms. The Independent Director who has served the twoconsecutive term as mentioned above may be considered for a fresh appointment after theexpiry of the cooling period as specified under the Act (presently three years of ceasingto become an Independent Director. Provided that the Independent Director shall notduring the said period of three years be appointed in or be associated with the companyin any other capacity either directly or indirectly).

• Each term of a Managing Director (MD)/Executive Director (ED) should not exceeda period of 5 years or until the applicable retirement age whichever is earlier.

• MD and EDs shall hold office up to the age of 60 years or earlier asdetermined by the Board of the company.

• The retirement age for Non-Independent NEDs would be 80 years unless a lowerretirement age is specified under the laws applicable to the company.

• The retirement age for IDs would be 75 years unless a lower retirement age isspecified under the laws applicable to the company.

Board Appointment Induction and Development

Procedure for Nomination and Appointment of Directors

• It is the responsibility of the NRC to develop competency requirements for theBoard based on the industry and strategy of the company. Board composition analysis shouldideally reflect in-depth understanding of the company including its strategiesenvironment operations financial condition and compliance requirements.

• It is recommended that the NRC conduct a gap analysis and refresh the Board on aperiodic basis including every time a director's appointment or reappointment isrequired.

• Board members may provide director nominations to the Chairman of the NRC. TheChairman of the NRC should ideally maintain a list of nominees. The nominees should have agood personal and professional reputation.

• To meet the objectives of driving diversity and an optimum skill mix the NRCmay seek the support of outside Industry Expert if needed.

• The NRC is responsible for reviewing and vetting the CVs of the potentialcandidates vis-a-vis the required competencies. The committee may meet the potentialcandidates prior to making recommendations of their nomination to the Board.

• It is the responsibility of the NRC to make recommendations to the Board inrelation to the appointment of new directors. The NRC should conduct appropriate referencechecks and due diligence on all director prospects before recommending them to the Board.

• Post approval the desired candidate is invited to join the Board.

• At the time of appointment the specific requirements for the position should becommunicated to the person including the expert knowledge expected.

Director's Induction and Development

• The NRC will ensure an effective familiarization program for new directors.

• The familiarization program may include:

Roles rights and responsibilities of directors.

Mechanisms to build working relationship among the Board members.

Core values ethics and corporate governance practices of the Dempo Group.

Industry/sectorial overview Company's vision strategic direction business model.

Financial matters management team and business operations.

Meetings with stakeholders visit to business locations and meetings with senior andmiddle management.

Directors are expected to make and implement their own plan for refreshing theirknowledge.

The NRC will support the directors as may be required to continually update theirskills and knowledge and their familiarity with the company and its business.

Training can be conducted by the company's experts from relevant fields or by anexternal agency at the Head Office or at appropriate institutions.

The company will fund/arrange for training on all matters which are common to theBoard.

Evaluation:

The Committee shall carry out evaluation of performance of every Director (on yearlybasis).

The Committee shall identify evaluation criteria which will evaluate Directors based onthe attendance/preparedness/participation/ performance at board meetings professionalconduct and independence etc. The appointment/re-appointment/continuation of Directors onthe Board shall be subject to the outcome of the yearly evaluation process.

The Committee shall oversee the framework for performance evaluation of the Board andIndependent Directors.

Removal:

Due to reasons for any disqualification mentioned in the Companies Act 2013 rulesmade there under or under any other applicable Act rules and regulations the Committeemay recommend to the Board with reasons recorded in writing removal of a Director KMPor Senior Management Personnel subject to the provisions and compliance of the said Actrules and regulations.

Policy on Board diversity:

The Board of Directors shall have the optimum combination of Directors from thedifferent areas/fields like Process/Projects Production Management Finance LegalSales and Marketing Research and Development Human Resources etc. or as may beconsidered appropriate.

The Board shall have at least one Board member who has accounting or related financialmanagement expertise and at least two members who are financially literate.

Remuneration to Managing Director/Whole-time Director/ Manager KMP and SeniorManagement Personnel:

Key principles governing this remuneration policy are as follows: Remuneration forindependent directors and non-independent non-executive directors

• Independent directors (“ID”) and non-independent nonexecutivedirectors (“NED”) may be paid sitting fees (for attending the meetings of theBoard and of committees of which they may be members) and commission within regulatorylimits.

• Within the parameters prescribed by law the payment of sitting fees andcommission will be recommended by the NRC and approved by the Board.

• Overall remuneration (sitting fees and commission) should be reasonable andsufficient to attract retain and motivate directors aligned to the requirements of theCompany (taking into consideration the challenges faced by the Company and its futuregrowth imperatives).

• Overall remuneration should be reflective of size of the Company complexity ofthe sector/industry/Company's operations and the Company's capacity to pay theremuneration.

• Overall remuneration practices should be consistent with recognized bestpractices.

• Quantum of sitting fees may be subject to review on a periodic basis asrequired.

• The aggregate commission payable to all the NEDs and IDs will be recommended bythe NRC to the Board based on Company performance profits return to investorsshareholder value creation and any other significant qualitative parameters as may bedecided by the Board.

• The NRC will recommend to the Board the quantum of commission for each directorbased upon the outcome of the evaluation process which is driven by various factorsincluding attendance and time spent in the Board and committee meetings individualcontributions at the meetings and contributions made by directors other than in meetings.

• In addition to the sitting fees and commission the Company may pay to anydirector such fair and reasonable expenditure as may have been incurred by the directorwhile performing his/her role as a director of the Company. This could include reasonableexpenditure incurred by the director for attending Board/Board committee meetings generalmeetings court convened meetings meetings with shareholders/creditors/ management sitevisits induction and training (organized by the Company for directors) and in obtainingprofessional advice from independent advisors in the furtherance of his/ her duties as adirector.

• An Independent Director shall not be entitled to any stock option of theCompany.

Remuneration for Managing Director (“MD”)/Executive Directors(“ED”)/KMP/ Sr. Management

The extent of overall remuneration should be sufficient to attract and retain talentedand qualified individuals suitable for every role. Hence remuneration should be :

• Market competitive (market for every role is defined as companies from which theCompany attracts talent or companies to which the Company loses talent)

• Driven by the role played by the individual

• Reflective of size of the Company complexity of the sector/ industry/Company'soperations and the Company's capacity to pay

• Consistent with recognized best practices and

• Aligned to any regulatory requirements.

• In terms of remuneration mix or composition

- The remuneration mix for the MD/EDs is as per the contract approved by theshareholders. In case of any change the same would require the approval of theshareholders.

- Basic/fixed salary is provided to all employees to ensure that there is a steadyincome in line with their skills and experience.

- In addition to the basic/fixed salary the Company provides employees with certainperquisites allowances and benefits to enable a certain level of lifestyle and to offerscope for savings and tax optimization where possible. The Company also provides eligibleemployees with a social security net (subject to limits) by covering medical expenses andhospitalization through re-imbursements or insurance cover and accidental death anddismemberment through personal accident insurance.

- The Company provides retirement benefits as applicable.

- In addition to the basic/fixed salary benefits perquisites and allowances asprovided above the Company provides MD/ EDs such remuneration by way of an annualincrement and/ or performance pay subject to the achievement of certain performancecriteria and such other parameters as may be considered appropriate from time to time bythe Board subject to the overall ceilings stipulated in Section 197 of the Act or suchother applicable provisions. An indicative list of factors that may be considered fordetermination of the extent of this component are:

• Company performance on certain qualitative and quantitative parameters as may bedecided by the Board from time to time.

• Industry benchmarks of remuneration.

• Performance of the individual.

Minimum Remuneration:

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Managing Director/Whole-time Director/Manager inaccordance with the provisions of Schedule V of the Act or such other applicableprovisions and if it is not able to comply with such provisions with the approval of theshareholders or such other approvals as may be necessary.

Provisions for excess remuneration:

If any Managing Director/Whole-time Director/Manager draws or receives directly orindirectly by way of remuneration any such sums in excess of the limits prescribed underthe Act or without the prior sanction of the requisite authorities where required he/sheshall refund such sums to the Company and until such sum is refunded hold it in trust forthe Company. The Company shall not waive recovery of such sum refundable to it unlesspermitted by the requisite authorities.

The KMP and Senior Management Personnel of the Company shall be paid monthlyremuneration as per the Company's HR policies approved by the Committee. The NRC shallreview and recommend any proposed performance based increments or incentives in anyfinancial year payable to the KMPs and the Senior Management Personnel based on theperformance of the Company and the respective individuals.

Loans and advances to employees of the Company:

The employees of the Company on an application in writing to the CEO of the Companybe granted loan or advance at an interest rate to be decided by the KMP's of the Companywith consideration to the income/financial status or position of the requestingemployee/any other criteria or as per the Company's HR policies.

Remuneration payable to Director for services rendered in other capacity

The remuneration payable to the Directors shall be inclusive of any remunerationpayable for services rendered by such director in any other capacity unless:

a) The services rendered are of a professional nature; and

b) The NRC is of the opinion that the director possesses requisite qualification forthe practice of the profession.

Policy implementation

The NRC is responsible for recommending Appointment/ Retirement and Remuneration policyto the Board. The Board is responsible for approving and overseeing implementation of thispolicy.

Annexure - II to the Directors' Report

Details pertaining to remuneration as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014

i) The percentage increase in remuneration of each Director and KMP during thefinancial year 2018-19 and ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the financial year 2018-19 are as under:

Sr. No. Name of Director/KMP Designation/Category Remuneration (? in Lacs) % increase in remuneration Ratio of remuneration of each Director to median remuneration of employees
1. Mr. Shrinivas Dempo Chairman - Non-Executive Director 1.75 (90.58) 0.34:1
2. Mr. Dara Mehta Independent - Non-Executive Director 1.90 (90.12) 0.37:1
3. Mr. Keki Elavia Independent - Non-Executive Director 2.60 (85.58) 0.51:1
4. Mr. Raman Madhok Independent - Non-Executive Director 2.00 (87.87) 0.39:1
5. Ms. Kiran Dhingra Independent - Non-Executive Director 2.30 (82.64) 0.45:1
6. Mr. Rajesh Dempo Non-Executive Director 1.80 (86.45) 0.35:1
7. Mr. Jagmohan Chhabra Executive Director 103.81 (25.06) 20.46:1
8. Mr. K. Balaraman Chief Financial Officer 49.61 0 Not applicable
9. Mr. Pravin Satardekar Company Secretary 25.39 # Not applicable

# Since the remuneration paid for FY2017-18 was for part of the year the ratio of theremuneration paid for FY2018-19 to median remuneration/percentage increase in remunerationis not comparable and hence not stated.

ii) The median remuneration of employees of the Company during the Financial Year was5.07 lacs.

iii) The percentage increase in the median remuneration of employees for the FinancialYear was 13.96%.

iv) The Company had 200 permanent employees on its rolls as on 31st March2019.

v) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2018-19 was 7.10% whereas theincrease in the managerial remuneration for the same financial year was (52.41)%.

vi) It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.

For and on behalf of the Board of Directors
Shrinivas Dempo
Chairman
DIN: 00043413
Panaji-Goa
7th May 2019

Particulars with respect to conservation of energy etc. as per Companies (Accounts)Rules 2014

(A) Conservation of Energy Goa Plant Bilaspur Plant Paradeep Plant
(i) the steps taken or impact on conservation of energy Total electrical units consumed during the year was 1876859 kwh units as against 965544 kwh units of the previous year. Consumption of electrical energy per metric ton of Calcined Petroleum Coke (CPC) produced during the year was 34.44 kwh/MT of CPC as against 16.98 kwh/MT of previous year. This is due to additional electrical load of pollution control equipment installed and in operation during the year. A strict control on routinely maintaining power factor enabled the Company to get maximum rebate of Rs. 428828/-. Electrical Energy consumption during the year has increased to 15.37 kwh/MT as compared to 14.81 kwh/MT of previous year. This has increased due to lower production running days. A vigilant control on periodically maintained power factor enabled the Company to minimize power consumption. The specific Electrical Energy consumption for the financial year 2018-19 was 32.00 kwh/MT. In comparison with the previous financial year 2017-18 the specific energy consumption is less by 0.19 kwh/MT of CPC produced. The false air entry at the Forced draft Coolers were arrested and hence we had run the ID Fan with less RMP and hence the power consumption was low.
Furnace Oil consumption during the year was 27390 litres (including heating & cooling of Kiln) as against 32300 litres of previous year. Furnace Oil consumption per ton of CPC during the year was 0.50 litres/MT as against 0.57 litres/MT in the previous year due to better process control. Furnace Oil consumption per MT of CPC has increased from 0.38 litres/MT to 0.68 litres/MT for heating & cooling of the Kiln. Furnace Oil used for processing has decreased from 0.82 litres/MT to 0.07 litres/MT due to concerted efforts and continuous monitoring of process parameters. The average production per day was 333.30 MT during the year which is a decrease by 21.63 MT/day of the previous year. The power cost per MT of CPC has increased by Rs. 44.49/ MT compared to previous year this is due to partial operation of the Plant during the months of June and July 2018 and nonoperation during the months of November and December 2018. In addition the DG set had to be used due to frequent power outage.
(ii) the steps taken by the company for utilising alternate sources of energy 1) Replaced normal light fittings of 12190 watts with LED light fittings of 2900 watts 1) Additional transperant FRP sheets provided in CPC storage for using natural light. The consumption of Furnace oil for production was nil as in the previous year.
2) Conditioned monitoring of equipments & strict monitoring for efficient usage of equipment is being continued in all sections. 2) Installed energy efficient luminaries.
(iii) the capital investment on energy conservation equipments 3) Initiation to install energy efficient motors.

 

(B) Technology Absorption
(i) the efforts made towards technology absorption. a The Company has been continuously making efforts to achieve reduction in energy consumption and higher product recovery with consistent reviews of all processes and operations and consequent improvement actions like recently installed bag filters. The Company is also making all round efforts to improve on the efficiency of the production of CPC quality by experimenting various specifications of raw materials and its blends.
(ii) the benefits derived like product improvement cost reduction product development or import substitution.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- A
(a) the details of technology imported;
(b) the year of import; - Not Applicable
(c) whether the technology has been fully absorbed; f
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.
(C) Foreign Exchange Earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows. Foreign Exchange used for importing raw material interest on foreign currency loans and travel expenses of employees for official work etc. were equivalent to Rs. 40085.15 lakhs.
Foreign Exchange earned during the year 2018-19 was Nil.


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