29 Apr 2017 | Livemint.com

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Graphite India Ltd.

BSE

  • 112.30 1.15 (1.03%)
  • Vol: 18596
  • BSE Code: 509488
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NSE

  • 112.10 0.00 (0%)
  • Vol: 255654
  • NSE Code: GRAPHITE
  • PREV. CLOSE
    112.10
  • OPEN PRICE
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    112.10(300)

Graphite India Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

I Corporate Governance Philosophy

The Company believes that the governance process must aim at managing the affairs without undue restraints for efficient conduct of its business, so as to meet the aspirations of shareholders, employees and society at large.

II Board of Directors

Composition, category, other directorships, other Committee Positions held as on 31st March, 2016

The strength of the Board of Directors as on 31st March, 2016 was ten comprising the non-executive Chairman (promoter director), one Executive Director, seven non-executive directors of whom six are independent and one additional director appointed by the Board vide circular resolution dated 13th November, 2015 (appointment effective date 18th November, 2015) and who would acquire the status of Independent Director on appointment by the members in the ensuing AGM of the Company. None of the directors are related inter-se.

Attendance of the Directors at the Board Meetings and at the last AGM

Four meetings of the Board of Directors were held during the year on 14th May, 2015, 11th August, 2015, 9th November, 2015 and 27th January, 2016. The requisite information as per Part A to Schedule II of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations, 2015") and Annexure X forming part of Clause 49 of the erstwhile Listing Agreement has been made available to the Board. The Board periodically has reviewed compliance reports of all laws applicable to the Company, prepared by the Company and appropriate steps taken by the Company, where applicable.

Notes:

(1) Mrs. Renu Challu resigned as director on 1st October, 2015.

(2) Mrs. Shalini Kamath was appointed additional director effective 18th November, 2015. She will attain the status of Independent Director on appointment by the members in the ensuing AGM of the Company.

Code of Conduct

The Board has laid a "Code of Conduct for Directors and Senior Management Personnel" (Code) of the Company. The Code has been posted on the website of the Company. All Board Members and Senior Management personnel have affirmed compliance of the Code.

III Audit Committee

Composition and Terms of Reference

The Audit Committee of the Company comprises Mr.A.V.Lodha as its Chairman with Dr. R.Srinivasan, Mr. N Venkataramani and Mr. J D Curravala as its members.

The terms of reference of the Audit Committee include the role as stipulated and review of information as laid in Part C of Schedule II of Listing Regulations, 2015. The scope of activity of the Committee is also in consonance with the provisions of Section 177 of the Companies Act, 2013.

Committee Meetings held and attendance during the year

Four meetings of the Audit Committee were held during the year on 14th May, 2015, 11th August, 2015, 9th November, 2015 and 27th January, 2016.

All members of the Audit Committee are non-executive - all of them except Mr. J D Curravala are independent directors. All members are financially literate and persons of repute and erudition. Mr. A. V. Lodha, Dr R Srinivasan and Mr. J D Curravala are experts in finance and accounting.

The Executive Director and Sr. Vice President (Finance)/General Manager-Finance remained present at all meetings of the Committee.

The Audit Committee invites, as and when it considers appropriate, the statutory auditors and the internal auditors to be present at the meetings of the Committee.

An Audit Committee meeting was held on 14th May, 2015 to review and approve the draft annual accounts of financial year 2014­2015 for recommendation to the Board. The Audit Committee had also reviewed the unaudited quarterly results during the year before recommending the same to the Board of Directors for adoption and required publication.

The Company Secretary acts as the Secretary to the Audit Committee.

The Chairman of the Audit Committee, Mr. A V Lodha attended the last Annual General Meeting (AGM) held on 11th August,

2015.

The performance of Independent Directors are evaluated on following parameters but not limited to - attendance, preparedness for meetings, updation on developments, participation, engaging with management, ensuring integrity of financial statements and internai control, ensuring risk management and mitigation etc.

Remuneration Policy

Remuneration to non-executive directors is decided by the Board as authorised by the Articles of Association of the Company. The members of the Company have in their meeting held on 3rd August, 2012 authorised the Board of Directors of the Company to pay commission to non-executive directors upto 1% of net profits of the Company for a period of five financial years w.e.f. 1st April, 2012.

Fees to non-executive directors for attending Board Meetings (being the fixed component) are within limits prescribed by the Central Government. Presently, Rs. 20,000/- per meeting is being paid as fees for attending Board / Committee meetings. Fees are not paid to members of the Corporate Social Responsibility Committee for attending meetings of the Committee. Performance linked remuneration in the form of commission is paid to directors, taking into account the performance of each director on the basis of criteria framed and time and effort devoted by a director in the business affairs of the Company. Performance evaluation of all directors is done by the Nomination & Remuneration Committee and of the Independent directors is done by all members of the Board, excluding the director being evaluated. Evaluation of non-executive directors and Chairperson is done in a separate meeting of Independent Directors. No Stock Options have been granted to any non-executive director

V Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee looks into the redressal of grievances of security holders of the Company including complaints related to transfer of shares, non-receipt of balance sheet and non-receipt of declared dividends. The Committee comprise - Mr. K. K. Bangur as its Chairman with Mr. P K Khaitan and Mr. M B Gadgil as its members.

Mr B Shiva, the Company Secretary is the Compliance Officer.

During the year, 38 complaints were received from the shareholders, all of which were attended to. The details of shareholders grievances are placed before the Committee. Four meetings of the Committee were held during the year on 30th June, 2015, 21st September, 2015, 31st December, 2015 and 21st March, 2016.

To speed up issue of duplicate / replacement of share certificates, the Board has authorized severally, Mr. K K Bangur and Mr. M B Gadgil to approve requests for issue of duplicate shares. The Board has delegated the power of share transfers to the Company Secretary, Mr. B Shiva, vide Board Resolution dated 17th January, 2001. The share transfers are approved by the Company Secretary generally, once in a fortnight, the details of which are noted by the Board.

VII Disclosure

A. The Company has significant related party transactions with Graphite Cova Gmbh (wholly owned step down German subsidiary), where pricing is arrived at in accordance with prevailing transfer pricing norms. However, there were no materially significant related party transactions that may have potential conflict with the interests of the Company at large.

The related party relationships and transactions as required under Accounting Standard (AS) 18 on Related Party Disclosures specified under the Companies Act, 2013 disclosed in Note No. 47 to the Standalone Financial Statements for the year ended 31st March, 2016 may be referred.

The Company has framed a policy to deal with Related Party Transactions (RPTs). The policy has been posted on the Company's website and can be viewed on <http://www.graphiteindia.com/View/investor_relation.aspx> under the head "Corporate Governance".

B. During the last three years, there were no strictures or penalties imposed by SEBI, Stock Exchanges or any statutory authorities for non-compliance of any matter related to the capital markets.

C. In terms of Regulations 26 (5) of the Listing Regulations, 2015, the senior management have disclosed to the Board that they have no personal interest in material, financial and commercial transactions of the Company, that may have a potential conflict with the interest of the Company at large.

D. The Company has adopted a Whistle Blower Policy (Vigil Mechanism) which has been posted on the Company's website and can be viewed on <http://www.graphiteindia.com/View/investor_relation.aspx> under the head "Corporate Governance". No personnel has been denied access to the audit committee.

E. Familarisation programme for independent directors can be viewed on <http://www.graphiteindia.com/View/investor_> relation.aspx.

F. Policy for determining material' subsidiaries can be viewed on <http://www.graphiteindia.com/View/investor_relation>. aspx

G. (i) The Company has complied with all mandatory requirements of the Listing Regulations, 2015. (ii) Non-Mandatory requirements

a. The Company maintains a Chairman office at its expense. Reimbursement of expenses incurred in performance of his duties are made.

b. The audit report on the financial statements of the Company for the previous year has no qualifications.

c. The Company has separate persons to the post of Chairman and Executive Director.

d. The Internal Auditor can report directly to the Audit Committee.

e. Half yearly declaration of financial performance including summary of significant events in last six months are not sent to each household of shareholders.

No Director is related to any other Director on the Board in terms of the definition of "relative' given under the Companies Act, 2013.

VIII Means of Communication

In compliance with the requirements of Regulation 33 (2) & (3) of Listing Regulations, 2015, the Company regularly intimates unaudited quarterly results as well as audited financial results to the stock exchanges immediately after the same are approved by the Board. Further, coverage is given for the benefit of the shareholders and investors by publication of the financial results in the Business Standard and Aajkal. The Company's results and intimations to Stock Exchanges are displayed on the Website www. graphiteindia.com Details relating the quarterly performance are disseminated to the shareholders through earnings presentation on the Company's, BSE & NSE websites.

The Company has a separate e-mail ID investorgrievance@graphiteindia.com for investors to intimate their grievances, if any. There were no presentations made to the Institutional Investors or to the Analysts.

The Management Discussion and Analysis Section setting out particulars in accordance with Schedule V (B) of Listing Regulations, 2015 has been included in the Directors' Annual Report to the Shareholders.

General Shareholder Information

AGM Date, Time and Venue : 10th August, 2016 at 3:45 p.m. at Kala Mandir Auditorium (Sangit Kala Mandir Trust) 48, Shakespeare Sarani, Kolkata 700 017

Financial Year : 1st April to 31st March

Date of Book Closure : Thursday, 4th August, 2016 to Wednesday, 10th August, 2016 (both days inclusive)

Dividend Payment Date : N.A. as interim dividend paid has been confirmed as final dividend.

Listing on Stock Exchanges BSE Limited (BSE) Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001

National Stock Exchange of India Ltd. (NSE) Exchange Plaza, 5th Floor, Bandra-Kurla Complex Bandra (E), Mumbai 400 051

The Company has paid the listing fees for the period April, 2016 to March, 2017 to BSE & NSE.

Stock Code ; 509488 on BSE GRAPHITE on NSE

Demat ISIN Number for NSDL and CDSL ; INE 371A01025

Registrar and Share Transfer Agents (For both Demat and Physical modes)

Link Intime India Pvt. Ltd., C-13 Pannalal Silk Mills Compound, LBS Marg, Bhandup (W), Mumbai 400 078 Phone: 022-25946970, Fax : 022- 25946969 E-mail: rnt.helpdesk@linktime.co.in

Link Intime India Pvt. Ltd., 59C Chowringhee Road, 3rd Floor, Kolkata -700 020 Phone : 033 22890540, Fax. : 033 22890539 kolkata@linktime.co.in

Share Transfer System

All the transfers received are processed by the Registrar and Transfer Agents and are approved by the Company Secretary, who has been authorised by the Board of Directors in this regard. Share Transfers are registered and returned within fifteen days from the date of lodgment, if documents are complete in all respects.

Dematerialisation of shares and liquidity

As on 31st March 2016, 192331259 shares of the Company representing 98.44 % of the total shares are in dematerialised form.

As per agreements of the Company with NSDL and CDSL, the investors have an option to dematerialize their shares with either of the depositories.

Outstanding GDRs / ADRs/ Warrants/ Convertible Instruments

The Company has not issued any GDRs / ADRs / Warrants or any other convertible instruments.

Commodity price risk or foreign exchange risk and hedging activities

The Company is exposed to risk on account of volatility in the prices of commodity used as inputs as well as the company's finished products. The company does not hedge any commodity. Company enters into annual contracts for supply of needle coke which is as per Industry norm. Company has foreign exchange risk in the form of receivables for export and payables for Import, foreign currency loans and certain expenditures. The general policy of the company is to balance the same. However, select hedging is often undertaken in appropriate circumstances. The position of unhedged receivables and payables along with details of hedges outstanding as on 31st March, 2016 is incorporated in Note no. 50 to the Financial Statements.

Plant Locations

Graphite

P.O. Sagarbhanga Colony, Dist -Burdwan, Durgapur -713211, West Bengal Phone : (0343) 2556642-45/ 2557743

88 MIDC Industrial Area Satpur, Nashik - 422 007 Phone : (0253) 2203300

Visveswaraya Industrial Area, Whitefield Road, Bangalore - 560 048 Phone : (080) 43473300

Coke

Village- Phulwaria, National Highway 28, P O & Dist. Barauni - 851 112, Bihar Phone : (06279) 232252 / 232844

Impervious Graphite Equipment

C-7 MIDC Industrial Area, Ambad, Nashik - 422 010 Phone : (0253) 2302100

Glass Reinforced Pipes/ Tanks

Gut No. 523/524, Village Gonde, Taluka - Igatpuri, Nashik - 422 403 Phone : (02553) 229400

Powmex Steels

AT - Turla, PO - Jagua PS - Titilagarh, District Bolangir Odisha - 767066  Phone : (06655) 220504 / 220505

Power

Chunchanakatte K R Nagar Taluk, Dist -Mysore, Karnataka - 571 617 Phone : (08223) 281116

Link Canal Mini Hydel Plant Peehalli, Arekere Hobli, Srirangapatna Taluk Mandya Dist Karnataka - 57141

Visveswaraya Industrial Area, Whitefield Road, Bangalore - 560 048 Phone : (080) 43473300

88 MIDC Industrial Area Satpur, Nashik - 422 007 Phone : (0253) 2203300

R & D Centre Visveswaraya Industrial Area, Whitefield Road, Bangalore - 560 048 Phone : (080) 43473300

Sales Office 407 Ashoka Estate 24, Barakhamba Road, New Delhi - 110 001 Phone : (011) 23314364 / 65

Address for Correspondence

Graphite India Limited Bakhtawar, 2nd Floor Nariman Point Mumbai 400 021 Phone : (022) 22886418-21 Fax : (022) 22028833 E-Mail ID gilbakt@graphiteindia.com investorgrievance@graphiteindia.com

Graphite India Limited 31, Chowringhee Road Kolkata - 700 016 Phone : (033) 40029600 Fax : (033) 40029676/ 22496420 E-Mail ID: corp_secy@graphiteindia.com

Link Intime India Pvt. Ltd., C-13 Pannalal Silk Mills Compound, LBS Marg, Bhandup(W) Mumbai 400 078 Phone: 022-25946970 Fax : 022- 25946969 E-mail: rnt.helpdesk@linktime.co.in

Link Intime India Pvt. Ltd., 59 C, Chowringhee Road, 3rd Floor, Kolkata - 700 020 Phone: 033-22890540 Fax: 033- 22890539 E-mail: kolkata@linkintime.co.in

On behalf of the Board

K. K. Bangur

Chairman

Date : May 12, 2016

Place : Kolkata