Your Directors present their 54th Annual Report on the business and operations of the Company and the audited financial statements for the year ended 31st March 2022.
Financial Summary and Highlights
|Profit /(Loss) for the year before tax||4,091.48||(492.06)|
|Less: Tax Expense -|
|Profit /(Loss) for the year after tax||3,777.93||(481.20)|
|Other Comprehensive income for the year||62.40||192.22|
|Total Comprehensive income/(loss) for the year||3,840.33||(288.98)|
During the year under review, the Company’s sales and other income was Rs. 76,866.81 lakhs as compared to Rs. 35,344.39 lakhs during the previous year. The production of Calcined Petroleum Coke (CPC) was 1,80,982 MT as compared to 1,45,068 MT during the previous year. The sales of CPC were 1,79,990 MT for the period under review as compared to 1,56,018 MT for the previous year.
For detailed discussion on the performance during the year, please refer to the Management and Discussion Analysis.
Dividend and Transfer to Reserve
In view of the operational performance and the profitability achieved by the Company, your Directors are pleased to recommend to the Shareholders a dividend of Rs. 10/- per equity share of Rs.10/- each for the financial year ended 31st March 2022 (FY 2020-21: Nil dividend).
The provisions of the Companies Act, 2013 does not mandate any transfer of profits to General Reserve. Hence, no transfer has been made to the General Reserve for the year under review.
The ratings given to the Company by Acuite Ratings & Research Limited, erstwhile SMERA Ratings Limited during the financial year ended 31st March 2022 is given below:
i) Long term borrowing: ACUITE BBB- / Outlook: Stable;
ii) Short term borrowing: ACUITE A3+
The Company did not have any subsidiary as on 31st March 2022. Accreditation
The Company continues to enjoy ISO 9001 & ISO 14001 accreditation made by BUREAU VERITAS.
The Company has not accepted any deposits falling under the ambit of Section 73 of the Companies Act, 2013 (Rs.ActRs.) from public and as such, no amount on account of principal or interest on deposits from public deposits was outstanding as on 31st March 2022.
Mr. Jagmohan Chhabra, Executive Director of the Company retired from the services with effect from 1st April 2022 pursuant to the Company’s Board Policy on the Appointment / Retirement of Directors. The Directors place on record their deep appreciation for the invaluable contributions made by Mr. Jagmohan Chhabra during his tenure as Executive Director of the Company.
Appointment / Re-appointment
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Mr. Jagmohan Chhabra (DIN: 01007714) as an Additional Director of the Company in the category "Non-Executive, Non-Independent" with effect from 1st April 2022. The said appointment has been put forth for the approval of the Members of the Company through postal ballot by e-voting.
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board has on 28th May 2022 approved the appointment of Mr. Subhrakant Panda (DIN: 00171845) as an Additional Director in the capacity of Independent Director for a term of 5 years upto 27th May 2027, subject to the approval of the Members of the Company. Further, pursuant to the recommendation of the Nomination and Remuneration Committee, the Board has on 28th May 2022, approved the appointment of Mr Anupam Misra (DIN:09615362) as an Additional Director and Whole-time Director of the Company designated as Rs.Executive DirectorRs. and KMP for a term of 3 years with effect from 28th May 2022, subject to approval of the Members of the Company. Necessary resolutions for their appointments are being placed for the approval of Members as part of the notice of the 54th AGM.
Mr. Rajesh Dempo retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment. Approval of the Members is being sought at the ensuing Annual General Meeting for his re-appointment and the requisite details in this connection are contained in the Notice convening the meeting.
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations, Clause 1.2.5 of the Secretarial Standard are given in the Notice of AGM, forming part of the Annual Report 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 DirectorsRs. Declarations
All Independent Directors of the Company have given declarations under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
Further, the Board after taking these declaration/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.
Registration of Independent Directors in Independent Directors Databank
All the Independent Directors of the Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs, pursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They are also in compliance with the requirement of Online Proficiency Self-Assessment Test.
Key Managerial Personnel
In terms of the Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel (KMP) of the Company as on the date of this report:
|Sr. No. Name of the KMP||Designation|
|1 Anupam Misra (DIN: 09615362)||Executive Director|
|2 Mr. K. Balaraman (ACA 029283)||Chief Financial Officer|
|3 Mr. Pravin Satardekar (ACS 24380)||Company Secretary|
Mr. Jagmohan Chhabra, Executive Director ceased to be the KMP with effect from 1st April 2022. Mr. Anupam Misra was appointed as KMP with effect from 28th May 2022.
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 Report.
Committees of the Board
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.
The following Committees constituted by the Board function according to their respective roles and defined scope:
• Nomination and Remuneration Committee
• Corporate Social Responsibility Committee
• StakeholdersRs. Relationship Committee
• Project Review Committee
• Resources Raising Committee
The Board on the recommendation of the Nomination and Remuneration Committee, has decided to dissolve the Project Review Committee and Resources Raising Committee effective 28th May 2022. The function of these Committees will be over seen by the Board directly.
Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. During the year under review, all recommendations made by the various committees have been accepted by the Board.
Policy on Director’s appointment, remuneration and other details
The Committee has formulated a Nomination and Remuneration Policy and the same has been uploaded on the website of the Company at www.goacarbon.com
The salient features of the Nomination and Remuneration Policy is included in this Report as Annexure - I.
The annual evaluation process of the Board of Directors ("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 atwww.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.
M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022) were appointed as Statutory Auditors of the Company at the 49th Annual General Meeting held on 30th June 2017, for a period of five years till the conclusion of the 54th Annual General Meeting.
Consequently, M/s. B S R & Co. LLP, Chartered Accountants, will be completing their first term of five consecutive years as the Statutory Auditors of the Company at the conclusion of the 54th Annual General Meeting of the Company.
Pursuant to Section 139(2) of the Companies Act, 2013, the Company can appoint an auditors firm for a second term of five consecutive years.
M/s. B S R & Co. LLP, Chartered Accountants, have consented to the said reappointment, and confirmed that their reappointment, if made, would be within the limits specified under Section 141(3)(g) of the Companies Act, 2013. They have further confirmed that they are not disqualified to be reappointed as Statutory Auditor in terms of the provisions of the Companies Act, 2013 and the provisions of the Companies (Audit and Auditors) Rules, 2014, as amended from time to time.
The audit committee and the board of directors recommend the reappointment of M/s. B S R & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of the 54th Annual General Meeting till the conclusion of 59th Annual General Meeting, to the members.
Statutory AuditorsRs. Observations
The notes on financial statements referred to in the AuditorsRs. Report for the financial year ended 31st March 2022 are self-explanatory and therefore, do not call for any further explanations or comments.
There are no qualifications, reservations or adverse remarks or disclaimer made by M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022), Statutory Auditors in their report for the financial year ended 31st March 2022 which requires any clarification or explanation.
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.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules thereunder, the Board of Directors of the Company had appointed CS Shivaram Bhat, Practicing Company Secretary to conduct the Secretarial Audit for FY 2021-22. The Secretarial Audit Report for the financial year ended 31st March 2022 forms a part of this Report. The same is self explanatory and requires no comments.
Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Of?cers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
In terms of Section 118(10) of the Act, the Company complies with Secretarial Standards 1 and 2, relating to the Rs.Meetings of the Board of DirectorsRs. and Rs.General MeetingsRs. respectively as specified by the Institute of Company Secretaries of India and approved by the Central Government.
The Company has also voluntarily adopted the recommendatory Secretarial Standard-3 on Rs.DividendRs. and Secretarial Standard-4 on Rs.Report of the Board of DirectorsRs. issued by the Institute of Company Secretaries of India.
Vigil Mechanism / Whistle Blower Policy
The Company has established a Vigil Mechanism/Whistleblower Policy for the employees to report their genuine concerns or grievances and the same has been posted on the Company’s websitewww.goacarbon.com.
The Audit Committee of the Company oversees the Vigil Mechanism.
Goa Carbon follows a well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization’s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.
The Senior Management assists the Board in its oversight of the Company’s management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework
Particulars of loans, guarantees or investments and loans/advances availed from Director/Promoter/Promoter Group Entities
The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 together with loans/advances availed from Director/Promoter/Promoter Group Entities, if any, are given in the notes to financial statements.
Related Party Transactions
All transactions with related parties entered into during the financial year 2021-22 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 2021-22, there have been no related party transactions of the Company with its Directors and Key Managerial Personnel or their relatives, its holding, subsidiary or associate companies as prescribed under Section 188 of the Companies Act, 2013 and SEBI Listing Regulations. Also, there are no material transactions with any related party that are required to be disclosed under Form AOC-2.
All transactions with related parties are placed before the Audit Committee for approval. An omnibus approval of the Audit Committee is obtained for the related party transactions which are repetitive in nature. The Audit Committee reviews all transactions entered into pursuant to the omnibus approval so granted on a quarterly basis.
As required under Regulation 23(1) of the Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions. The Policy has been uploaded on the website of the Company and can be accessed at: http:// www.goacarbon. com/downloads/ Related_ Party_ T ransaction_Policy.pdf
Significant and material orders passed by the Regulators or Courts
There were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations. However, Members attention is drawn to Statement on Contingent liabilities and comments in the notes forming part of the financial statements.
Material changes and commitment, if any, affecting financial position of the Company from financial year end and till the date of this report
There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.
Particulars of employees and related disclosures
The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure - II to this Report.
The statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate Annexure forming part of the Report. In terms of proviso to Section 136(1) of the Companies Act, 2013, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. The said statement is also open for inspection. Any member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure are related to any Director of the Company.
Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under, the Company has formulated an internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal).
The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence.
The Company has complied with the provisions relating to the constitution of an Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 by setting up the said Committee.
The ICC is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.
The following is a summary of sexual harassment complaints received and disposed off during the year:
|a. Number of complaints pending as on1st April 2021||Nil|
|b. Number of complaints filed during the period 1st April 2021 to 31st March 2022||Nil|
|c. Number of complaints disposed of during the period 1st April 2021 to 31st March 2022||Nil|
|d. Number of complaints pending as on 31st March 2022||Nil|
Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo
The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 (as amended) are provided in the Annexure - III to this Report.
Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, unclaimed dividend amount of Rs. 2,44,095.00 of the Company
for the Financial Year 2013-14 has been transferred to IEPF established by the Central Government pursuant to Section 125 of the Companies Act, 2013 on 22nd October 2021.
During the year under review, 9,574 equity shares have been transferred to IEPF Authority under Section 125 (2) of the Companies Act, 2013 and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016.
The details of the nodal officer appointed by the Company under the provisions of IEPF are as under:
Name: Pravin Satardekar, Company Secretary Email: email@example.com
Information in respect of unclaimed dividend when due for transfer to IEPF are given below:
|Financial year ended||Date of Declaration||Unclaimed Amount as on 31.03.2022||Due date of transfer to IEPF 14.08.2022|
|31.03.2017 (Final)||30.06.2017||Rs. 7,99,404.00||05.08.2024|
|31.03.2018 (Interim)||17.01.2018||Rs. 9,58,210.00||09.02.2025|
|31.03.2018 (Final)||17.07.2018||Rs. 16,76,280.00||22.08.2025|
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 Ms. Kiran Dhingra*||Member|
|3 Mr. Jagmohan Chhabra**||Member|
|4 Mr. Subhrakant Panda***||Member|
|5 Mr. Anupam Misra****||Member|
* Ms. Kiran Dhingra ceased to be the Member of the Committee w.e.f. 28th May 2022.
** Mr. Jagmohan Chhabra ceased to be the Executive Director on 31st March 2022 and is subsequently appointed as an Additional (NonExecutive) Director w.e.f. 1st April 2022.
*** Mr. Subhrakant Panda is inducted on the Committee w.e.f. 28th May 2022.
**** Mr. Anupam Misra is inducted on the Committee w.e.f. 28th May 2022.
The brief outline of the CSR Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - IV of this Report in the format prescribed in the Companies (CSR Policy) Rules, 2014. The Policy is available on the Company’s website at www.goacarbon.com.
The annual return of the company as on 31st March 2022, in terms of the provisions of Section 134(3)(a) of the Companies Act, 2013 is available on the company’s website: www.goacarbon.com.
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 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;
DirectorsRs. 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 2021-22.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm:
(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;
(b) that such accounting policies as mentioned in Notes to the annual accounts have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2022 and of the profit of the Company for the year ended on that date;
(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the annual accounts have been prepared on a going concern basis;
(e) that proper internal financial controls are in place and that the internal financial controls are adequate and are operating effectively;
(f) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.
Compliance with Secretarial Standards
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India.
Application / Proceeding pending under the Insolvency and Bankruptcy Code, 2016 ("IBC")
During the year under review, no application was made under IBC by or against your Company and no proceeding is pending under IBC.
Disclosure on one time settlement
During the year under review, the Company has not entered into any onetime settlement with the Banks or Financial Institutions who have extended loan or credit facilities to the Company.
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|
|28th May 2022||DIN:00043413|
Gold/NCD/NBFC/Insurance and NPS
Gold/NCD/NBFC/Insurance and NPS