You are here » Home » Companies » Company Overview » Goa Carbon Ltd

Goa Carbon Ltd.

BSE: 509567 Sector: Industrials
NSE: GOACARBON ISIN Code: INE426D01013
BSE 16:01 | 27 Mar 2018 Goa Carbon Ltd
NSE 05:30 | 01 Jan 1970 Goa Carbon Ltd
OPEN 921.20
PREVIOUS CLOSE 905.70
VOLUME 31061
52-Week high 1215.40
52-Week low 103.15
P/E 18.56
Mkt Cap.(Rs cr) 870
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 921.20
CLOSE 905.70
VOLUME 31061
52-Week high 1215.40
52-Week low 103.15
P/E 18.56
Mkt Cap.(Rs cr) 870
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Goa Carbon Ltd. (GOACARBON) - Director Report

Company director report

The Members

Your Directors have pleasure in presenting the 48th Annual Report on thebusiness and operations of the Company and the audited financial accounts for the yearended March 31 2016.

Financial Results

Rs. in lacs
2015-16 2014-15
(Loss)/Profit before exceptional item for the year (449.27) 1.07
Less: Exceptional items - (1002.81)
Loss after exceptional item / before tax for the year (449.27) (1001.74)
Less: Provision for Tax –
Current Tax - -
Prior Year Tax 2.03 2.05
Deferred Tax (143.65) 5.22
(141.62) 7.27
Loss for the year after tax (307.65) (1009.01)
Add: Surplus b/f from statement of Profit & Loss of previous year 1082.07 2234.14
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 of Rs.16.95 lacs) - 32.92
1082.07 2201.22
Amount Available for Appropriations: 774.42 1192.21
Appropriations:
Proposed Dividend - 91.51
Tax on Dividend - 18.63
- 110.14
Balance carried to the Balance Sheet 774.42 1082.07
774.42 1192.21

Year in Retrospect

The sales and other income for the financial year under review was Rs.32162.85 lacs ascompared to Rs.19594.51 lacs during the previous year. The production of CalcinedPetroleum Coke (CPC) was 149935 tonnes as compared to 85866 tonnes during the previousyear. The sales of CPC was 154688 tonnes for the period under review as compared to85648 tonnes for the previous year.

The year under review was one of the difficult and challenging periods not only for theCompany but the industry as a whole due to various global and domestic reasons. Theprofitability for the year has been affected drastically due to lower realization of theCompany’s product as well as volatility in foreign currency. The overall sluggishnessin the Aluminium industry meltdown in commodity prices coupled with global industrialrecession particularly in China has affected on all fronts which contributes towardsprofitability of the Company. The Company is continuously making efforts to overcomedifficulties in the present most competitive environment and is confident to tackle thesituation by initiating various steps and cost reduction schemes to show positive resultsin future.

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 March31 2016;

ii) no amount has been transferred to reserve for the financial year ended March 312016.

Subsidiary Companies and Consolidated Financial Statements

As on March 31 2016 the Company had a wholly owned subsidiary namely "GCLGlobal Resources SGP Pte Limited" Singapore.

The Company’s erstwhile step down subsidiary "Goa Carbon (Cangzhou) CompanyLimited" China was deregistered during the period under review pursuant to thedecision taken by the "Cangzhou Economic Development Zone China to cancel the landallotted to the project in Cangzhou undertaken by the said Company on the grounds that theproposed project falls under the "high energy consuming industries" as well as"heavy polluting enterprise". Under the circumstances the said Company in Chinahas been compelled to withdraw the proposed project to be set up in China.

The Consolidated Financial Statements of the Company and its subsidiary prepared inaccordance with relevant Accounting Standards specified in the Companies Act 2013 readwith the rules made thereunder form part of the Annual Report. The necessary informationas required to be given in terms of the first proviso of subsection 3 of Section 129 ofthe 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 CompaniesAct 2013 a copy of the Balance Sheet Statement of Profit and Loss and other documentsof its subsidiary company 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 CompaniesAct 2013 the said documents/details shall be made available upon request to any memberof the Company.

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 year2016 – 2017 have been paid to BSE and NSE.

Accreditation

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

Public Deposits

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

Directors’ Responsibility Statement

To the best of our knowledge and belief and based on the information andrepresentations received from the operating management your Directors make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:

(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 March 31 2016 and of the loss of the Company for the year ended on thatdate;

(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.

Directors

During the year your Board with deep regret noted the sad demise of Late Soiru V.Dempo (DIN 00206062) on September 19 2015. In his death the Board has lost a visionaryand philanthropist. Mr. Rajesh S. Dempo (DIN 05143106) was appointed as Director onJanuary 8 2016 to fillup the casual vacancy caused by the demise of Late Soiru V. Dempo.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Rajesh S. Dempo retires by rotation at the forthcomingAnnual General Meeting since the Director in place of whom he is appointed in the casualvacany would have retired if he had not ceased from office due to death. Being eligibleMr. Rajesh S. Dempo offers himself for re-appointment. Your Board has recommended hisre-appointment.

The Board of Directors re-appointed Mr. Jagmohan J. Chhabra’s (DIN 01007714) asWhole-time Director of the Company with designation "Executive Director" for afurther period of three years effective from April 1 2016 subject to the approval of theShareholders at the ensuing Annual General Meeting. A Special Resolution to this effect isincluded as part of the Notice convening the forthcoming Forty-eighth Annual GeneralMeeting for Shareholders approval.

Brief resume of the directors proposed for appointment / re-appointment together withother relevant details form part of the Notice of the ensuing Annual General Meeting.

Key Managerial Personnel

Mr. Jagmohan J. Chhabra Whole-time Director (Designated "ExecutiveDirector") Mr. P. S. Mantri Company Secretary and Mr. K. Balaraman GM (Finance)& CFO continued to function as Key Managerial Personnel of the Company during theyear under review.

Independent Directors’ Declarations

The Company has received declarations pursuant to Section 149(7) of the Companies Act2013 from all the Independent Directors of the Company viz. Mr. Dara P. Mehta Mr. KekiM. Elavia Mr. Raman Madhok Dr. A. B. Prasad and Ms. Kiran Dhingra confirming that theymeet the criteria of independence as prescribed under sub-section (6) of Section 149 ofthe Companies Act 2013 in respect of their position as an "IndependentDirector" of Goa Carbon Limited.

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. Incase of business exigencies or urgency of matters resolutions are passed by circulation.

During the year under review five Meetings were held the details of which are givenin 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 Listing Regulations.

Audit Committee

The Audit Committee comprises of Mr. Dara P. Mehta who serves as the Chairman of theCommittee and Mr. Keki M. Elavia and Mr. Raman Madhok as the other members. The terms ofreference etc. of the Audit Committee is provided in Corporate Governance Report whichforms part of this Annual Report.

All the recommendations made by the Audit Committee during the financial year underreview were accepted by the Board.

Nomination and Remuneration Committee

The composition terms of reference etc. of the Nomination and Remuneration Committeeis 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 beenuploaded on the website of the Company at www.goacarbon.com.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of theListing Regulations the Board has carried out the annual performance evaluation of itsown performance the Directors individually as well as the evaluation of the working ofits Statutory Committees.

A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board’s functioning such asadequacy of the composition of the Board and its Committees Board Culture Execution andPerformance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgement safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors.

Based on these criteria the performance of the Board various Board CommitteesChairman and Individual Directors (including Independent Directors) was found to besatisfactory.

Internal Control System

The Board has laid down Internal Financial Controls within the meaning of theexplanation to Section 134 (5) (e) ("IFC") 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 which evolve over time as the business technology and fraudenvironment 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

Deloitte Haskins & Sells Chartered Accountants Chennai (Registration No. 008072S)have been appointed as the Statutory Auditors of the Company for a period of three yearsfrom the conclusion of the 46th Annual General Meeting till the conclusion ofthe 49th Annual General Meeting. The Board now recommends the appointment ofDeloitte Haskins & Sells for ratification by the members at the Annual General Meetingfor the Financial Year 2016-17.

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 remarks or disclaimer made in the Auditors’ Reportwhich requires any clarification or explanation.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the rulesthereunder the Board of Directors of the Company has appointed CS Sadashiv V. ShetPracticing Company Secretary to conduct the Secretarial Audit. The Secretarial Audit

Report for the financial year ended March 31 2016 and material forms a part ofthis Annual Report. The same is self- explanatory and requires no comments.

Vigil Mechanism / Whistle Blower Policy

The Company has established a Vigil Mechanism / Whistle blower Policy for the employeesto report their genuine concerns or grievances and the same has been posted on theCompany’s website www.goacarbon.com.

The Audit Committee of the Company oversees the Vigil Mechanism.

Risk Management

Goa Carbon follows well-established and detailed risk assessment and minimisationprocedures 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’smanagement of key risks including strategic and operational risks as well as theguidelines policies and processes for monitoring and mitigating such risks under theaegis of the overall business 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 entered with Related Parties for the year under review were onarm’s length basis and in the ordinary course of business and as such provisions ofSection 188 of the Companies Act 2013 are not attracted. Thus disclosure in Form AOC-2 isnot required. Further there are no material related party transactions during the yearunder review with the Promoters Directors or Key Managerial Personnel.

All Related reservations or Party Transactions adverse are placed before the AuditCommittee as also to the Board for approval.

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%20 Policy_GOA%20CARBON%20LIMITED.pdf orderspassed by the Significant

Regulators or Courts material There were no significant orders passed by theRegulators / Courts / Tribunals which would impact the going concern status of the Companyand its future operations.

Particulars of employees and related disclosures

In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement of the particulars of the employee(s) drawingremuneration in excess of the limits set out in the said rules are provided in theAnnexure – I to this Report.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annexure – IIto this Report.

Energy Conservation Technology Absorption and 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 areprovided in the Annexure – III to this Report.

Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Companies Act 2013 read with rules made thereunderyour Directors have constituted the Corporate Social Responsibility (CSR) Committee. TheCSR Committee comprises of Mr. Shrinivas V. Dempo who serves as Chairman of the Committeeand Mr. Raman Madhok and Mr. Jagmohan J. Chhabra as other members.

The said Committee has been entrusted with the responsibility and recommending to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company monitoring the implementation of the framework of the CSRPolicy and recommending the amount to be spent on CSR activities. The CSR policy of theCompany has been posted on the website of the Company www.goacarbon.com.

As part of its initiatives under CSR the Company has undertaken programs or activitiesin the areas of Education and Healthcare. These activities are largely in accordance withSchedule VII of the Companies Act 2013.

The Annual Report on CSR activities is provided in the Annexure – IV to thisReport.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as Annexure –V and forms an integral part of this Report.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Pursuant to Section 205A(5) and 205C of the Companies Act 1956 relevant amounts whichremained unpaid or unclaimed for a period of seven years from the date of transfer to theunpaid dividend account have been transferred by the Company from time-to-time on duedates to the Investor Education and Protection Fund (IEPF). During the year under reviewyour Company transferred an amount of Rs. 457734/- (Rupees Four Lacs Fifty SevenThousand Seven Hundred and Thirty Four only) to the IEPF being the unclaimed dividend forthe financial year ended 31.03.2008.

Pursuant to the provisions of the Investor Education and Protection Fund (Uploading ofinformation regarding unpaid and unclaimed amounts lying with companies) Rules 2012 yourCompany has uploaded the details of unpaid and unclaimed amounts lying with the Company ason July 8 2015 (date of last Annual General Meeting) on the Company’s websitewww.goacarbon.com as also on the website of the Ministry of Corporate Affairs’.

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 thereunder 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 ICC is responsible forredressal of complaints related to sexual harassment of women at the workplace inaccordance 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 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) Report on Corporate Governance and; regarding compliance of iv) Auditors’Certificate conditions of corporate governance.

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 V. Dempo

Chairman

DIN: 00043413

Panaji Goa

April 29 2016

ANNEXURE – I TO THE DIRECTORS’ REPORT

Particulars of Employees pursuant to Section 197 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formingpart of the Directors’ Report for the year ended 31st March 2016.

Sr. No. Name of the Employee Designation/ Nature of duties Remuneration (Rs. in lacs) Qualifications Experi- ence in years Date of Com- mencement of employment Age (in yrs) Last Employ- ment held Percentage of equity shares held in the Company Name of Director or Manager who is a relative.
(A) Employed throughout the financial year:
1. Chhabra Jagmohan J. Executive Director* 114.83 B.E. (Mechanical) Masters Degree in Marketing Management Management Education Programme. 32 01.04.2010 54 CEO TSG Limited (Subsidiary of Frigoglass Group Athens Greece) Nil None

(B) Employed for part of the financial year:

Nil

(C) Employed throughout the financial year or part thereof and exceeded that drawn bythe managing director or whole-time director or manager and holds by himself or along withhis spouse and dependent children not less than two percent of the equity shares of thecompany:

Nil

* Appointed as Whole-time Director with designation Executive Director and the natureof his employment was contractual. Other terms and conditions are as per agreement.

Note:

Remuneration as shown above includes Salary Allowances Company’s Contribution toProvident Fund Leave Travel Assistance and Expenditure by the Company on AccommodationMedical and other facilities as per agreement. In addition the director is entitled toGratuity and is also covered under the Group Personal Accident Insurance Policy.

For and on behalf of the Board of Directors
Shrinivas V. Dempo
Chairman
DIN: 00043413
Panaji Goa
April 29 2016

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 Chief Financial Officerand Company Secretary during the financial year 2015-16 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

Sr. No. Name of Director / KMP and Designation Remuneration of Director / KMP for financial year 2015-16 % increase in Remuneration in the financial year Ratio of remuneration of each Director to median remuneration of employees
(Rs. in lacs) 2015-16
1. Jagmohan J. Chhabra 114.83 0% 30:1
Executive Director
2. P. S. Mantri 45.34 26% Not applicable
Company Secretary
3. K. Balaraman 41.52 17% Not applicable
Sr. GM (Finance) & CFO

Note: For this purpose sitting fees paid to the directors have not beenconsidered as remuneration.

ii) The median remuneration of employees of the Company during the financial yearwasRs.3.82 lacs.

iii) In the financial year there was an increase of 9% in the median remuneration ofemployees.

iv) There were 221 employees on the rolls of the Company as on March 31 2016.

v) Relationship between average increase in remuneration and company performance: TheNet Loss for the financial year ended March 31 2016 wasRs.307.65 lacs whereas the averageincrease in average remuneration was 9%.

vi) Comparison of remuneration of the Key Managerial Personnel(s) against theperformance of the Company: In the year under review the increment is 9%. The Net Loss ofthe Company is Rs.307.65 lacs.

vii) a) Variations in the market capitalisation of the Company : The marketcapitalisation as on March 31 2016 was Rs.68.17 crores as against Rs.65.20 crores as onMarch 31 2015.

b) Price Earnings ratio of the Company was Nil as at March 31 2016 as well as at March31 2015.

c) Percent increase over decrease in the market quotations of the shares of the Companyas compared to the rate at which the Company came out with the last public offer in theyear: Since there was no public offer in last 5 years the relevant details are notapplicable.

viii) Average percentage increase made in the salaries of employees other than themanagerial personnel in the last financial year i.e. 2015 -16 was 6% whereas the increasein the managerial remuneration for the same financial year was 9%.

ix) The key parameters for the variable component of remuneration availed by thedirectors: The Executive Director is entitled to a Performance Linked Bonus/Incentive of1% of the net profit Rs.35.00 lacs as per the terms of his appointment. No suchbonus/incentive was paid to the Executive Director for the year under review. None of theother directors are paid any remuneration except sitting fees for attending meetings.

x) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year – Not Applicable; and

xi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.

For and on behalf of the Board of Directors
Shrinivas V. Dempo
Panaji Goa Chairman
April 29 2016 DIN: 00043413

ANNEXURE – III TO THE DIRECTORS’ REPORT

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 870900 kwh units as against 476885 kwh units of the previous year. Consumption of electrical energy per metric ton of Calcined Petroleum Coke (CPC) produced during the year was 17.16 kwh/MT of CPC as against 18.28 kwh/MT of previous year. This is due to increase in production run days for the full year as compared to the previous year. A strict control on routinely maintaining power factor enabled the Company to get maximum rebate of Rs.204280/-. Electrical Energy consumption during the year has increased to 19.58 kwh/MT as compared to 15.92 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 2015-16 was 30.15 Kwh/MT. In comparison with the previous financial year 2014-15 the specific energy consumption is more by 6.39 Kwh/MT of CPC produced. The reason for this increase in specific energy consumption is that for the entire Financial Year 2015-16 the Plant was operated with the newly added pollution control equipments which are power intensive.
Furnace Oil consumption during the year was 139085 litres (including heating and cooling of Kiln) as against 29000 litres of previous year. Furnace Oil consumption per ton of CPC during the year was 2.74 litres/MT as against 1.12 litres/ MT in the previous year due to production of higher RD CPC (2.05 grams/cc minimum) to meet customer specifications. Furnace Oil consumption per MT of CPC has increased from 1.42 litres/ MT to 2.32 litres/MT for heating and cooling of the Kiln due to increase in number of heating cycles during the year. Furnace Oil used for processing has increased from 1.97 litres/MT to 2.87 litres/MT due to production of higher RD CPC to meet customer specifications. The average production per day is 358.5 MT. The power cost per MT of CPC is increased by Rs. 25.44/MT and this is due to the operation of the pollution control equipments for the entire year.
The consumption of Furnace Oil for production was nil as in the previous year.
(ii) the steps taken by the Company for utilising alternate sources of energy. 1) Installed additional CFL focus light fittings to reduce lighting unit consumption. 1) Additional transparent FRP sheets provided in CPC storage godown thereby using natural light.
2) Conditioned monitoring of equipments and strict monitoring for efficient usage of equipment is being continued in all sections. 2) Installed energy efficient luminaries.
3) Initiation to install energy efficient motors.
(iii) the capital investment on energy conservation equipments
(B) Technology Absorption
(i) the efforts made towards technology absorption. 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 improve- ment 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) the details of technology imported;
(b) the year of import; Not Applicable
(c) whether the technology has been fully absorbed;
(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 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.22620 lacs.
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 earned during the year 2015-16 was Nil.

ANNEXURE – IV TO THE DIRECTORS’ REPORT

Annual Report on Corporate Social Responsibility (CSR) Activities

1. A brief outline of the Company’s CSR Policy

Goa Carbon Ltd. (hereafter referred to as "the Company") is committed tofulfilling its responsibilities to society in a qualitative manner beyond statutoryobligations in line with the time-honoured record of ethics and responsibility of theDempo conglomerate which it belongs to. The Company views compliance as the bare minimumin terms of its endeavour to be a good citizen in all three aspects of corporate life– environmental social and economic.

The CSR vision of the Company is to become the most admired company of the region bydoing business the ethical way and embed the ethos of a socially and environmentallyresponsible corporate citizen in its strategy and activities. Coupling its regularbusiness with innovative and creative choices in CSR the Company endeavours to contributemeaningfully to nation-building.

2. Average net profit of the Company for last three financial years

Average net profitRs.49396678.00

3. Prescribed CSR expenditure (two percent of the amount as in item 2 above)

The Company was required to spend Rs.987934.00

4. Details of CSR Spend during the financial year

a. Total amount spent during the financial year:Rs.1958117.00

b. Amount unspent if any: Not Applicable

c. Manner in which the amount is spent during the financial year 2015-16 is detailedbelow

Sr. No. CSR project/ activity Sector (Schedule VII) Projects or programs (1) Local area (2) State and district Amount outlay (Budget) project or program wise Amount spent (1) Direct expenditure (2) Overheads Cumulative expenditure up to the reporting period Direct or through implementing agency*
1. School Education Programme Education New Delhi 700000.00 (1) 700000.00 700000.00 Through implementing agency
(2) Nil
2. School Education Programme Education Local Area 350000.00 (1) 350000.00 350000.00 Through implementing agency
(2) Nil
3. Health Care Activities Healthcare Local Area 408177.00 (1) 408117.00 408117.00 Direct
(2) Nil
4. School Education Programme Education Local Area 500000.00 (1) 500000.00 500000.00 Through implementing agency
(2) Nil
Total 1958117.00 (1) 1958117.00 1958117.00
(2) Nil

* Details of implementing agencies – (1) The Energy and Resources InstituteNew Delhi (2) The Kasturba Gandhi Memorial Trust Panaji Goa (3) The Vasantrao DempoEducation and Research Foundation Panaji Goa.

5. Reasons for falling short of the required spend

Not Applicable

6. Responsibility statement of the CSR committee

Through this report the Company seeks to communicate its commitment towards CSR to theMinistry of Corporate Affairs. The implementation and monitoring of our CSR Policy is incompliance with the CSR objectives and policies as laid down in this report. The Board ofthe Company and the CSR Committee is responsible for the integrity and the objectivity ofall the information provided in the disclosure above. All the projects reported have beenconsidered and undertaken with the best of our intentions to contribute to the greatergood of the society. We have undertaken and implemented these projects with carefulconsideration and these projects are aligned with our vision as provided in our CSRPolicy. In line with the requirements of the Companies Act 2013 we have also institutedmonitoring mechanisms to ensure the projects go on smoothly as planned.

Jagmohan J. Chhabra Shrinivas V. Dempo
Executive Director Chairman CSR Committee
Panaji Goa
April 29 2016

ANNEXURE – V TO THE DIRECTORS’ REPORT

Relevant extract of Annual Return as on the financial year ended on March 31 2016.

I. REGISTRATION AND OTHER DETAILS

i. Corporate Identity Number (CIN) of the Company L23109GA1967PLC000076
ii. Registration Date 22nd June1967
iii. Name of the Company Goa Carbon Limited
iv. Category / Sub-Category of the Company Public Company limited by shares
v. Address of the Registered office and contact details Dempo House Campal Panaji Goa – 403 001
Tel +91 832 2441300 Fax +91 832 2427192
vi. Whether listed company Yes
vii. Name Address and Contact details of Registrar and Link Intime India Private Limited
Transfer Agent if any C-13 Pannalal Silk Mills Compound L.B.S. Marg Bhandup
(West) Mumbai – 400 078
E-Mail: rnt.helpdesk@linkintime.co.in
Tel: +91 22 2594 6970 Fax: +91 22 2594 6969

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sl. No. Name and Description of main products NIC Code of the Product % to total turnover of the company
1. Manufacture of coke oven product 1910 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of Shares held Applicable Section of Companies Act 2013
1. V. S. Dempo Holdings Pvt. Ltd.
Dempo House Campal Panaji Goa – 403 001 U65993GA1984PTC000570 Holding 55.39% 2(46)
2. GCL Global Resources SGP Pte Ltd.
133 Cecil Street #16-01 Keck Seng Tower Singapore 069535 Foreign Company Subsidiary 100% 2(87)

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Categorywise Share Holding

Number of shares held on April 1 2015 Number of shares held on March 31 2016
Category of shareholders Demat Physical Total % of total shares Demat Physical Total % of total shares % change during the year
A. Promoters
1. Indian
Individuals/HUF 395939 Nil 395939 4.3267 395939 Nil 395939 4.3267 Nil
Central Government/State Government(s) Nil Nil Nil Nil Nil Nil Nil Nil Nil
Bodies Corporate 5103340 Nil 5103340 55.7678 5103340 Nil 5103340 55.7678 Nil
Financial Institutions/Banks Nil Nil Nil Nil Nil Nil Nil Nil Nil
Any Other (specify) Nil Nil Nil Nil Nil Nil Nil Nil Nil
Sub-Total (A)(1) 5499279 Nil 5499279 60.0945 5499279 Nil 5499279 60.0945 Nil
2. Foreign
Individuals (Non-Resident Individuals/Foreign Individuals) Nil Nil Nil Nil Nil Nil Nil Nil Nil
Bodies Corporate Nil Nil Nil Nil Nil Nil Nil Nil Nil
Institutions Nil Nil Nil Nil Nil Nil Nil Nil Nil
Any Other (specify) Nil Nil Nil Nil Nil Nil Nil Nil Nil
Sub-Total (A) (2) Nil Nil Nil Nil Nil Nil Nil Nil Nil
Total Shareholding of Promoter and Promoter Group (A)= (A) (1)+(A)(2) 5499279 Nil 5499279 60.0945 5499279 Nil 5499279 60.0945 Nil
B. Public shareholding
1. Institutions
Mutual Funds / UTI Nil 550 550 0.0060 Nil 550 550 0.0060 Nil
Financial Institutions/Banks 10541 635 11176 0.1221 170 635 805 0.0088 (0.1133)
Central Government/State Government(s) Nil Nil Nil Nil Nil Nil Nil Nil Nil
Venture Capital Funds Nil Nil Nil Nil Nil Nil Nil Nil Nil
Insurance Companies Nil Nil Nil Nil Nil Nil Nil Nil Nil
Foreign Institutional Investors Nil Nil Nil Nil Nil Nil Nil Nil Nil
Foreign Venture Capital Investors Nil Nil Nil Nil Nil Nil Nil Nil Nil
Qualified Foreign Investors Nil Nil Nil Nil Nil Nil Nil Nil Nil
Any Other (specify) Nil Nil Nil Nil Nil Nil Nil Nil Nil
Sub-Total (B)(1) 10541 1185 11726 0.1281 170 1185 1355 0.0148 (0.1133)
2. Non-institutions
Bodies Corporate Individuals – 398205 3312 401517 4.3877 486901 3012 489913 5.3536 0.9659
i. Individual shareholders holding nominal share capital up to Rs.1 lac. 2568610 388363 2956973 32.3129 2476673 384752 2861425 31.2688 (1.0441)
ii. Individual shareholders holding nominal share capital in excess of Rs.1 lac. 169998 11000 180998 1.9779 48277 Nil 48277 0.5276 (1.4503)
Qualified Foreign Investors Any Other (specify) Nil Nil Nil Nil Nil Nil Nil Nil Nil
i. Clearing Member 56230 Nil 56230 0.6145 64936 Nil 64936 0.7096 0.0951
ii. Non-Resident Indian (Repat.) 31186 20 31206 0.3410 33115 20 33135 0.3621 0.0211
iii. Non-Resident Indian (Non- Repat.) 4263 4760 9023 0.0986 13509 4760 18269 0.1996 0.1010
iv. Directors & their relatives Nil 4000 4000 0.0437 Nil 4000 4000 0.0437 Nil
v. Trusts 100 Nil 100 0.0011 100 Nil 100 0.0011 Nil
vi. Hindu Undivided Family Nil Nil Nil Nil 130363 Nil 130363 1.4246 1.4246
Sub-Total (B)(2) 3228592 411455 3640047 39.7774 3253874 396544 3650418 39.8907 0.1133
Total Public Shareholding (B)= (B)(1)+(B)(2) 3239133 412640 3651773 39.9055 3254044 397729 3651773 39.9055 Nil
C. Shares held by Custodians for GDR’s & ADR’s Nil Nil Nil Nil Nil Nil Nil Nil Nil
GRAND TOTAL (A)+(B)+(C) 8738412 412640 9151052 100.0000 8753323 397729 9151052 100.0000

ii) Shareholding of Promoters

Number of Shares held on April 1 2015 Number of Shares held on March 31 2016
Shareholder’s name No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares % change in share holding during the year
Shrinivas Vasudeva Dempo 395939 4.3267 Nil 395939 4.3267 Nil Nil
V. S. Dempo Holdings Pvt. Ltd. 5069040 55.3930 Nil 5069040 55.3930 Nil Nil
Motown Investments Pvt. Ltd. 34300 0.3748 Nil 34300 0.3748 Nil Nil
TOTAL 5499279 60.0945 Nil 5499279 60.0945 Nil Nil

iii) Change in Promoters’ Shareholding

Shareholding at the beginning of the year Cumulative Shareholding during the year
Shareholder’s name No. of Shares % of total Shares of the company No. of Shares % of total Shares of the company
At the beginning of the year April 1 2015
Shrinivas Vasudeva Dempo 395939 4.3267 - -
V. S. Dempo Holdings Pvt. Ltd. 5069040 55.3930 - -
Motown Investments Pvt. Ltd. 34300 0.3748 - -
TOTAL 5499279 60.0945 - -
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.)

-

- - -
At the end of the year March 31 2016
Shrinivas Vasudeva Dempo 395939 4.3267 - -
V. S. Dempo Holdings Pvt. Ltd. 5069040 55.3930 - -
Motown Investments Pvt. Ltd. 34300 0.3748 - -
TOTAL 5499279 60.0945 - -

iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs)

Shareholding as on April 1 2015 Shareholding as on March 31 2016
Top Ten Shareholders No. of Shares % of total Shares of the company No. of Shares % of total Shares of the company
Prl Stock and Share Brokers Pvt. Ltd. 25000 0.2732 19100 0.2087
Pravina Kantilal Karani 23800 0.2601 13800 0.1508
Mayekar Satish Manohar 22831 0.2495 22831 0.2495
Saifuddin Fakhruddin Miyajiwala 20446 0.2234 25446 0.2781
Religare Finvest Ltd. 20150 0.2202 150 0.0016
Rashida Hatim Miyajiwala 20000 0.2186 20000 0.2186
K. K. Stock Management Pvt. Ltd. 19720 0.2155 6438 0.0704
Mahadev Mohan Caculo 18777 0.2052 18777 0.2052
Karvy Stock Broking Ltd. 17449 0.1907 11687 0.1277
Nirmal Bang Financial Services Pvt. Ltd. 16677 0.1822 - -

v) Shareholding of Directors and Key Managerial Personnel

Shareholding at the beginning of the year Cumulative Shareholding during the year
For each of the Directors and KMP No. of Shares % of total Shares of the company No. of Shares % of total Shares of the company
At the beginning of the year April 1 2015
Shrinivas Vasudeva Dempo 395939 4.3267 - -
Dara P. Mehta 4000 0.0437 - -
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc.) - - - -
At the end of the year March 31 2016
Shrinivas Vasudeva Dempo 395939 4.3267 - -
Dara P. Mehta 4000 0.0437 - -

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

In Rs. lacs

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 15569.78 - - 15569.78
ii) Interest due but not paid - 181.01 - 181.01
iii) Interest accrued but no due 24.87 - - 24.87
Total (i+ii+iii) 15594.65 181.01 - 15775.66
Change in Indebtedness during the financial year
Addition 4995.69 - - 4995.69
Reduction - - - -
Net Change 4995.69 - - 4995.69
Indebtedness at the end of the financial year
i) Principal Amount 20541.29 - - 20541.29
ii) Interest due but not paid - 181.01 - 181.01
iii) Interest accrued but not due 49.05 - - 49.05
Total (i+ii+iii) 20590.34 181.01 - 20771.35

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager

Name of MD/WTD/ Manager Total Amount
Particulars of Remuneration Jagmohan J. Chhabra (in Rs. lacs)
Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 88.20 88.20
(b) Value of perquisites u/s 17(2) of the Income-tax Act 1961 12.87 12.87
(c) Profits in lieu of salary under section 17(3) of the Income-taxAct 1961 Nil Nil
Stock Option Nil Nil
Sweat Equity Nil Nil
Commission
- as % of profit Nil Nil
- others specify Nil Nil
Others please specify
- Retirement benefits 13.76 13.76
Total (A) 114.83 114.83
Ceiling as per the Act

5% of the net profits of the

B. Remuneration to other Directors

Particulars of Remuneration Name of Directors
Dara P. Keki M. Dr. A. B. Raman Kiran Total Amount (in Rs. lacs)
Independent Directors Mehta Elavia Prasad Madhok Dhingra
Fee for attending board/committee meetings 1.75 1.60 1.23 2.44 1.30 8.32
Commission - - - - - -
Others please specify - - - - - -
Total (1) 1.75 1.60 1.23 2.44 1.30 8.32
Other Non-Executive Directors Shrinivas V. Dempo Soiru V. Dempo* Rajesh S. Dempo**
Fee for attending board/committee meetings 1.03 0.80 0.50 2.33
Commission - - - -
Others please specify - - - -
Total (2) 1.03 0.80 0.50 2.33
Total (B)=(1+2) 10.65
Total Managerial Remuneration (A+B) 125.48
Ceiling as per the Act

1% of the net profits of the Company

* Late Soiru V. Dempo ceased to be a director with effect from September 19 2015.

** Mr. Rajesh S. Dempo has been appointed as a director of the Company by the boardwith effect from January 8 2016 in the casual vacancy caused due to the demise of LateSoiru V. Dempo.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Key Managerial Personnel Total Amount
Particulars of Remuneration CEO Company Secretary CFO (in Rs. lacs)
Gross salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961 - 37.21 33.10 70.31
(b) Value of perquisites u/s 17(2) of the Income-tax Act 1961 - 6.03 5.93 11.96
(c) Profits in lieu of salary underSection 17(3) of the Income-tax Act 1961 - Nil Nil Nil
Stock Option - Nil Nil Nil
Sweat Equity - Nil Nil Nil
Commission
- as % of profit - Nil Nil Nil
- others specify - Nil Nil Nil
Others please specify
- Retirement benefits - 2.10 2.49 4.59
Total - 45.34 41.52 86.86

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Type Section of the Companies Act Brief Description Details of Penalty / Punishment / Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made if any (give Details)
A. COMPANY
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
B. DIRECTORS
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. OTHER OFFICERS IN DEFAULT
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -