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Goa Carbon Ltd.

BSE: 509567 Sector: Industrials
NSE: GOACARBON ISIN Code: INE426D01013
BSE 00:00 | 21 Jan 363.50 -9.35
(-2.51%)
OPEN

372.85

HIGH

376.00

LOW

360.00

NSE 00:00 | 21 Jan 363.05 -10.40
(-2.78%)
OPEN

372.40

HIGH

376.45

LOW

360.00

OPEN 372.85
PREVIOUS CLOSE 372.85
VOLUME 3897
52-Week high 482.20
52-Week low 235.00
P/E 28.74
Mkt Cap.(Rs cr) 333
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 372.85
CLOSE 372.85
VOLUME 3897
52-Week high 482.20
52-Week low 235.00
P/E 28.74
Mkt Cap.(Rs cr) 333
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 present their 53 Annual Report on the business and operations of theCompany and the audited financial statements for the year ended 31 March 2021.

Financial Summary and Highlights

2020-21 2019-20
Profit for the year before tax (492.06) (2837.73)
Less: Tax Expense –
Current Tax - 11.59
Deferred Tax (10.86) (74.43)
(10.86) (62.84)
Profit for the year after tax (481.20) (2774.89)
Other Comprehensive income for the year 192.22 (76.10)
Total Comprehensive income for the year (288.98) (2850.99)

During the year under review the Company's sales and other income was

Rs. 35344.39 lakhs as compared to Rs. 41906.74 lakhs during the previous year. Theproduction of Calcined Petroleum Coke (CPC) was 145068 MT as compared to 148229 MTduring the previous year. The sales of CPC were 156018 MT for the period under review ascompared to 160142 MT for the previous year.

For detailed discussion on the performance during the year please refer to theManagement and Discussion Analysis.

Dividend and Transfer to Reserve

In view of the losses incurred by the Company:

i) your Directors have not recommended any dividend for the financial year ended 31March 2021;

ii) no amount has been transferred to reserve for the financial year ended 31 March2021.

Credit Rating

The ratings given to the Company by Acuite Ratings & Research Limited erstwhileSMERA Ratings Limited during the financial year ended 31 March 2021 is given below:

i) Long term borrowing: ACUITE BBB- / Outlook: Stable; ii) Short term borrowing: ACUITEA3+

Subsidiary Companies

The Company did not have any subsidiary as on 31 March 2021.

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 31 March 2021.

Directors

Cessation

Mr. Keki Elavia Independent Director of the Company ceased to be a Director witheffect from 9 April 2021 due to expiry of his second term of appointment pursuant to theCompany's Board Policy on the Appointment / Retirement of Directors. The Directors placeon record their deep appreciation for the invaluable contributions made by Mr. Keki Elaviaduring his tenure as Director of the Company.

Appointment / Re-appointment

Based upon the recommendation of the Nomination and Remuneration Committee Mr. SubodhNadkarni was appointed as an Additional Director (in the capacity of an IndependentDirector) by the Board on 7 January 2021 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.

Mr. Shrinivas Dempo retires by rotation at the forthcoming Annual General Meeting andbeing eligible has offered himself for re-appointment. 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.

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 and have alsoconfirmed that they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgment and without any external influence.

Further the Board after taking these declaration/disclosures on record andacknowledging the veracity of the same concluded that the Independent Directors arepersons of integrity and possess the relevant expertise and experience to qualify asIndependent 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 ofIndependent Directors Databank maintained by the Indian Institute of Corporate Affairspursuant to Rule 6 of the Companies (Appointment and Qualification of Directors) Rules2014. They have also met 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 KeyManagerial Personnel (KMP) of the Company as on the date of this report:

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

During the year under review there has been no change in the KMP's.

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 five Board meetings were held the details of which aregiven 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 decisionsin line with the delegated authority.

The following Committees constituted by the Board function according to theirrespective roles and defined scope:

l Audit Committee

l Nomination and Remuneration Committee

l Corporate Social Responsibility Committee

l Stakeholders’ Relationship Committee

l Project Review Committee

l Resources Raising Committee

Details of composition terms of reference and number of meetings held for respectivecommittees are given in the Report on Corporate Governance which forms a part of thisAnnual Report. During the year under review all recommendations made by the variouscommittees 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 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 5 January 2017 and as per the Corporate Governance requirementsprescribed 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 49 Annual General Meeting held on 30June 2017 B S R & Co. LLP Chartered Accountants (Registration No. 101248W/W-100022)were appointed as Statutory Auditors of the Company for a term of five years at suchremuneration and out of pocket expenses as may be decided by the Board of Directors ofthe Company. The Ministry of Corporate Affairs has vide notification dated 7 May 2018obliterated the requirement of seeking Member's ratification at every AGM on appointmentof Statutory Auditor during their tenure of 5 years.

Statutory Auditors' Observations

The notes on financial statements referred to in the Auditors' Report for the financialyear ended 31 March 2021 are self-explanatory and therefore do not call for any furtherexplanations or comments.

There are no qualifications reservations or adverse remarks or disclaimer made by B SR & Co. LLP Chartered Accountants (Registration No. 101248W/W-100022) StatutoryAuditors in their report for the financial year ended 31 March 2021 which requires anyclarification 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 2020-21. TheSecretarial Audit Report for the financial year ended 31 March 2021 forms a part of thisReport. 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 SecretarialAuditor have not reported any instances of frauds committed in the Company by its Of?cersor Employees to the Audit Committee under section 143(12) of the Companies Act 2013details of which needs to be mentioned in this Report.

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 2020-21were 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 2020-21 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 _ Party_ Transaction_Policy.pdf

Significant and material orders passed by the Regulators or Courts

There were no significant material orders passed by the Regulators / Courts / 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. Any member interested in obtaining a copy of thesame may write to the Company Secretary. None of the employees listed in the said Annexureare related to any Director of the Company.

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 Committee.

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.

The following is a summary of sexual harassment complaints received and disposed offduring the year:

a. Number of complaints pending as on1 April 2020 Nil
b. Number of complaints filed during the period 1 April 2020 to 31 March 2021 Nil
c. Number of complaints disposed of during the period 1 April 2020 to 31 March 2021 Nil
d. Number of complaints pending as on 31 March 2021 Nil

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.

Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act 2013 and otherapplicable provisions of the Companies Act 2013 and rules made thereunder unclaimeddividend amount of Rs. 539173.00 of the Company for the Financial Year 2012-13 has beentransferred to IEPF established by the Central Government pursuant to Section 125 of theCompanies Act 2013 on 21 August 2020.

During the year under review 9198 equity shares have been transferred to IEPFAuthority under Section 125 (2) of the Companies Act 2013 and the IEPF (AccountingAudit Transfer and Refund) Rules 2016.

The details of the nodal officer appointed by the Company under the provisions of IEPFare as under:

Name: Pravin Satardekar Company Secretary Email: legal@goacarbon.com

Information in respect of unclaimed dividend when due for transfer to IEPF are givenbelow:

Financial year ended Date of Declaration Unclaimed Amount as on 31.03.2021 Due date of transfer to IEPF
31.03.2014 06.09.2014 Rs. 244910.00 13.10.2021
31.03.2015 08.07.2015 Rs. 276883.00 14.08.2022
31.03.2017 (Interim) 25.01.2017 Rs. 438258.00 17.02.2024
31.03.2017 (Final) 30.06.2017 Rs. 805539.00 05.08.2024
31.03.2018 (Interim) 17.01.2018 Rs. 963745.00 09.02.2025
31.03.2018 (Final) 17.07.2018 Rs. 1685550.00 22.08.2025

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 Ms. Kiran Dhingra Member
3 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 extract of Annual Return as provided under Section 92(3) of the Companies Act 2013and as prescribed in Form No. MGT-9 of the rules prescribed under Chapter VII relating toManagement and Administration under the Companies Act 2013 is set out in Annexure - V.The complete Annual Return is available on the Company's website 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 Report:

(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 2020-21.

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 31 March 2021 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.

Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India.

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

11 June 2021

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