India Carbon Limited Unlisted Shares Annual Reports

India Carbon Limited Unlisted Shares

India Carbon Limited Annual Report 2023-2024 Summary: **Notice and AGM Information:** The 62nd Annual General Meeting (AGM) of India Carbon Limited will be held on Wednesday, September 4, 2024, at 10:30 A.M. (IST) via Video Conferencing (VC) or other Audio-Visual Means (OAVM). The AGM will address ordinary business, including the adoption of the Audited Balance Sheet as of March 31, 2024, the Profit & Loss Statement, and Cash Flow Statement for the year ended March 31, 2024, along with the reports of the Board of Directors and Auditors. A dividend declaration of 20% (Rs. 2 per equity share of Rs. 10 each) for the financial year ended March 31, 2024, is proposed. The appointment of Mr. Gordon Kenneth Mcintosh and Mr. Tony William Grims as Directors, liable to retire by rotation, will also be considered. Special resolutions include the ratification of the Cost Auditor's remuneration for the financial year ending March 31, 2025, where M/s BSS & Associates, Cost Accountants, will be appointed for a remuneration of Rs. 27,000 plus applicable taxes and out-of-pocket expenses. The reappointment of Mr. Rakesh Himatsingka as Managing Director for three years, from December 1, 2024, to November 30, 2027, on terms and conditions mentioned in the draft agreement, is also a special resolution. Additionally, the reappointment of Mr. Shaurya Veer Himatsingka as Joint Managing Director for three years, from April 1, 2025, to March 31, 2028, will be considered. The appointment of Dr. Anuradha Lohia, Mr. Avijit Mukerji, and Dr. Santanu Mitra as Independent Directors of the Company for a term of 5 years commencing from August 9th, 2024 to August 8th, 2029 will be put forth for approval as Special Resolutions. **Remote E-voting & AGM Instructions:** The AGM is conducted through VC/OAVM, without physical presence. Members can attend and participate through VC/OAVM. No physical copy of the Annual Report will be sent. E-voting instructions are provided for shareholders, enabling access through CDSL/NSDL e-Voting systems. Voting begins on September 1, 2024, and ends on September 3, 2024. The process to express views or ask questions and the process for shareholders whose email/mobile number are not registered with the Company/Depositories are mentioned. **Directors' Report:** The Directors present the 62nd Annual Report for the financial year ended March 31, 2024. Key financial results include revenue from operations of Rs. 42,039.12 Lakh compared to Rs. 56,571.86 Lakh in the previous year, a decrease of 25.69%, caused by sales realization at Guwahati and reduction in Graphite Grade CPC sales. Production of CPC decreased by 13.80%, while ECP production increased by 42.23%. Sales of CPC decreased by 14.43%, while ECP sales increased by 26.26%. The profit after tax increased by 26.58% to Rs. 3,028.25 Lakh. An outlook for the company’s operations and future prospects are discussed. The board recommends a dividend of 20%, i.e., Rs.2/- per equity share of Rs.10/- each. There were no changes in the board except that Gordon Kenneth Mcintosh and Tony William Grimes retire by rotation and are eligible for re-appointment. **Additional points from the Director's report:** * Compliance with Indian Accounting Standards has been maintained. There's no change in the nature of the company's business. The Board recommends a dividend payment subject to shareholder approval. There's no change of name. * A "Zero Tolerance" policy against bribery, corruption, and unethical behavior is enforced. Instructions are given for shareholders attending the AGM through VC/OAVM and for e-voting during the AGM. * The annual remuneration of Mr. Rakesh Himatsingka will be Rs. 3,40,000/- per month, with an increment of Rs. 25,000/- each year on 1st December. Perquisites such as housing, gas, water & electricity allowance, furnishing allowance, re-imbursement of house maintenance expenses, medical re-imbursement, leave travel, use of car on Company's business and Mobile/telephone/fax at residence, club fees, mediclaim Insurance and personal accident insurance are also allotted. **Management Discussion and Analysis:** The industry structure & development and opportunities & threats along with its segment-wise/ product-wise performance and a positive outlook is provided. Indian Aluminum market is anticipated to reach USD 19.76 billion dollar by 2030, at a CAGR 7.6%. India's highly ambitious infrastructure development plan significantly impacts the demand for Aluminum. India's economy grew by around 8.2% during the financial year 2023-24, sharply higher than around 7% expansion recorded in the previous financial year. **Corporate Governance Report:** Highlights India Carbon Limited's commitment to sustainable corporate growth and integrity. It details Board composition, key committees (Audit, Nomination & Remuneration, Stakeholders Relationship, Corporate Social Responsibility), director attendance, and remuneration details. Financial Information, compliance with regulations, auditor certifications, and other relevant disclosures are presented according to SEBI regulations. **Independent Auditor's Report:** M/s S. Samanta & Co., Chartered Accountants, is the statutory auditor. The report provides an opinion on the financial statements, adherence to accounting standards, key audit matters, and compliance with legal and regulatory requirements. It includes annexures with detailed information and affirms the adequacy of the internal financial controls system. **Financial Statements:** The document includes the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement, with detailed notes. These notes provide specifics on share capital, reserves, borrowings, provisions, revenue, expenses, and other financial elements, as per the reporting standards and regulatory requirements. These also include the Independent Auditors Report.

India Carbon Limited Unlisted Shares

India Carbon Limited (ICL) Annual Report 2022-23 Summary: **Notice and AGM:** The 61st Annual General Meeting (AGM) will be held on Monday, 18th September, 2023, at 11:00 A.M. (IST) via video conferencing (VC) or audio-visual means (OAVM). The Ordinary business includes the adoption of financial statements, declaration of dividend on equity shares, and appointment/reappointment of Mr. Gordon Kenneth Mcintosh and Mr. Tony William Grims as Directors who retire by rotation. Special business involves ratifying the remuneration of the Cost Auditor for the financial year ending 31st March 2024, where M/s BSS & Associates will be appointed at a remuneration of Rs.27,000/- plus applicable taxes and out of pocket expenses. Due to COVID-19 guidelines, AGM will be held through VC/OAVM. Remote e-voting facilities are available to members through CDSL/NSDL. The voting period is from 15th September 2023 to 17th September 2023. No physical copies of the annual report will be sent. The company has appointed M/s. Mahata Agarwal & Associates as Scrutinizer for the e-voting process. **Directors' Report:** Financial Performance: Revenue from operations increased by 24.03% to Rs. 56,571.86 Lakh. Calcined Petroleum Coke (CPC) & Electrode Carbon Paste (ECP) production increased by 10.95% and 2.09%, respectively. Profit after tax decreased by 70.59% to Rs. 2,392.39 Lakh. Operational Information: Guwahati plant operated for 279 days, and Budge Budge plant operated for 303 days. Future Outlook: The Global Petroleum Coke Market is projected to reach USD 64.26 Billion by 2030 with a CAGR of 7.2%. The Indian economy is expected to grow significantly, reaching $3.7 trillion. Dividend: The Board recommends a dividend of 40% (Rs. 4 per share). The Register of Members and Share Transfer books will be closed from 12th September to 18th September 2023. Directors and KMP: Mr. Gordon Kenneth Mcintosh and Mr. Tony William Grimes are retiring by rotation and offer themselves for reappointment. Mr. Bhaskar Rakshit was appointed as Company Secretary, and Mr. Vinod Kumar Agarwal is the Chief Financial Officer. Board Meetings and Evaluation: Six board meetings were held. The Board carried out an annual performance evaluation. Other Points: M/s. C & C Investments Ltd. ceased to be a subsidiary. M/s. S. Samanta & Co. are the statutory auditors. A Code of Conduct is applicable to the Board and employees. Material Changes: There have been no material changes affecting the financial position of the Company. Committees: The Company has constituted Audit, Stakeholder Relationship, Nomination and Remuneration, and Corporate Social Responsibility Committees. Health and Safety: The company is committed to the health and safety of its employees. Credit Rating: CARE assigns "CARE A-" ratings to the Long-Term Bank facilities and “CARE A1” rating to the Short-Term Bank facilities. Insider Trading: The Company has adopted a Code of Conduct for the Prevention of Insider Trading. **Form MGT 9 (Extract of Annual Return):** The company's CIN is L23101AS1961PLC001173, and the registration date is 12/06/1961. India Carbon Limited is a Company Limited by Shares/Indian Non-Government Company with registered address at NOONMATI, GUWAHATI, ASSAM-781020. It is a listed company and its registrar and share transfer agent is C B Management Services (P) Limited. The principal business is Calcined Petroleum Coke, and NIC Code is NA, and accounts for 93.60% of the company turnover. **Auditor's Report:** Unmodified opinion on financial statements. Key audit matter is litigation related to entry tax. Adequate internal financial controls. **Additional Annexures:** The document includes numerous annexures including: *Annexure A, which states that the Company has maintained proper records and has title deeds to immovable properties in place. *Annexure B details the Company's statement on internal control. *Annexure C and D include information concerning investments. **Management Discussion and Analysis:** Industry Overview: Aluminum market is growing with increased infrastructure spending, electrification, and a shift to electric vehicles. The graphite electrode market is also expanding due to increased steel demand and electric arc furnace technology. Opportunities: India's aluminum demand is expected to reach 10 million tons by 2030. Threats: Locational disadvantage, cheap imports of CPC from China, and a shortage of raw petroleum coke. Risks and Concerns: Dependence on imported raw materials, volatile commodity prices, and rupee depreciation. Financial Performance: Revenue increased by 24.03%, but profit after tax decreased by 70.59%. Internal Control: The Company has adequate internal control systems. Materiality: The magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. Analytical Ratios: The report lists and analyzes key financial ratios such as the current ratio, debt-equity ratio, and return on equity. **Corporate Governance Report:** The company is compliant with Schedule V of SEBI regulations. It discusses the company's philosophy on corporate governance, the composition of the board, director induction, familiarization programs, and training. Provides details of director attendance at meetings and the details of various committees and their terms of reference. Addresses other elements such as means of communication, secretarial audit report, compliance certificate of corporate governance, details of General Body Meetings and address for correspondence. **Financial Statements:** The report includes detailed financial statements, including the balance sheet, statement of profit and loss, statement of changes in equity, and cash flow statement, along with related notes. These cover topics such as share capital, reserves, borrowings, trade payables, provisions, employee benefits, and income taxes. Significant accounting policies are also described. **CSR Activities:** The composition of the CSR Committee is provided, along with a link to where CSR projects approved by the board are disclosed. Details of funds spent, and any unspent amounts are also mentioned, along with a geographical summary of the spendings. The reason if any for failing to spend two per cent of the average net profit is also mentioned.

India Carbon Limited Unlisted Shares

Annual Report 2021-22 of India Carbon Limited Summary: **Notice and General Information:** The 60th Annual General Meeting (AGM) will be held on September 30, 2022, via video conferencing. The notice details the agenda, including: adopting financial statements, declaring dividends, appointing/reappointing directors and auditors, ratifying the cost auditor's remuneration, approving investments/borrowing in the ordinary course of business, and authorizing the Board of Directors to make loans, give guarantees, provide security, and make investments up to Rs. 400 Crores. It also covers approval for related party transactions with M/s New Age Petcoke Private Limited and the sale of shares of C&C Investments Limited, a wholly-owned subsidiary. Details regarding e-voting, joining virtual meetings, and dividend payment are provided. The book closure dates are from September 24, 2022 to September 30, 2022. **Directors' Report:** The directors present the 60th Annual Report for the year ended March 31, 2022. * **Financial Performance:** Revenue from operations increased by 132.42% to Rs. 45,612.37 Lacs. Production of Calcined Petroleum Coke (CPC) increased by 20.44% to 79,913 MT, while Electrode Carbon Paste (ECP) production decreased by 15.89% to 3674 MT. Profit after tax increased by 53.70% to Rs. 8134.83 lacs. * **Operations and Future Outlook:** Both factories (Guwahati and Budge Budge) operated smoothly, but Guwahati faced shutdowns for refinery upgrades. Budge Budge is expected to perform similarly to last year, relying on imported RPC. Global disruptions from the Russia-Ukraine war and COVID-19 pose risks, with inflationary pressure and weather conditions adding uncertainty. * **Dividend:** A dividend of Rs. 5/- per equity share is recommended. * **Directors and Key Personnel:** Gordon Kenneth Mcintosh and Tony William Grimes retire by rotation and offer themselves for reappointment. Bhaskar Rakshit ceased to be the company secretary on June 30th, 2022. * **Other Disclosures:** The report includes information on employee particulars, number of board meetings, formal annual evaluation, declaration by independent directors, remuneration policy, managerial remuneration, details of subsidiary, statutory auditors, secretarial auditor, internal auditor, internal control systems, risk management, vigil mechanism, code of conduct, extract of annual return, and related matters. * **Corporate Social Responsibility:** The company's CSR policy is outlined, and the policy is available on the company's website. * **Financial Data** * Rs. 1,64,64,654/- in foreign exchange earnings and Rs. 44,97,91,269/- in outgo. * Rs 5.00 per equity share dividend recommended which amounts to Rs. 1,32,50,000 total. * M/s BSS & Associates recommended to shareholders to be subsequently ratified. * None of the employees is in receipt of remuneration exceeding the limit prescribed. * Directors affirm that managerial personnel remuneration is in accordance with the remuneration policy. **Financial Statements & Independent Auditor's Report:** The financial statements include the balance sheet, statement of profit and loss, statement of changes in equity, and cash flow statement. The report mentions the appointment of M/s. S. Samanta & Co as statutory auditors, and M/s Mahata Agarwal & Associates as secretarial auditor, as well as BSS & Associates as cost auditors. * The Independent Auditor's Report issues a qualified opinion due to accumulated losses eroding the net worth, indicating uncertainty about the company's ability to continue as a going concern. Key audit matters include litigations and contingencies. The report also covers compliance with the Companies Act, auditor's responsibilities, and other regulatory requirements. The report also includes annexures providing further details and explanations. **Management Discussion and Analysis:** The report discusses the industry structure and development, opportunities and threats, segment-wise/product-wise performance, and future outlook. The company expresses optimism about growth and profitability. Highlights include the Indian aluminium industry's global position, increased CPC demand, company's operational performance, the impact of external factors, and the company's continued commitment to human resources, cost optimization, and environmental management. The report expresses that the relation of the Company with its Employees and Workers continued to be cordial and peaceful during the Financial Year. * Indian aluminum industry second largest producer across the world. * India to grow to a CAGR of 6.7% in the next five years. **Corporate Governance Report:** The report outlines the company's corporate governance practices, including board composition, committees, director induction and training, remuneration policy, and compliance with SEBI regulations. Disclosures related to material related party transactions, accounting treatment, non-compliances, risk management, and vigil mechanism are included. Communication methods and general shareholder information are also detailed. It is confirmed that the Independent Directors are in compliance and meet all conditions. * Nomination and Remuneration Committee: * Chairman - Soumendra Mohan Basu - Independent director. * Hemant Kumar Khaitan - Independent Director * Manoj Mohanka - Independent director. All of India Carbon Limited's information regarding their financial and operational status, board member details, key policies, and committee positions as of 2021-2022, are outlined in the above summary.

India Carbon Limited Unlisted Shares

Annual Report 2020-2021 Summary: The India Carbon Limited Annual Report for 2020-2021 details the company's financial performance, operations, and governance. The Fifty-Ninth Annual General Meeting is scheduled for September 30, 2021, via video conferencing. Shareholders are requested to update their email addresses and can vote electronically. The company has appointed Mr. Anant Kashliwal as the Scrutinizer for the e-voting process. **Financial Performance:** The company's gross revenue from operations was Rs. 196.25 Crore, a 4.83% decrease from the previous year. Production of Calcined Petroleum Coke (CPC) and Electrode Carbon Paste (ECP) decreased by 22.80% and 9.21% respectively due to COVID-related issues and a super cyclone. Sales of CPC and ECP also decreased. However, the company earned a profit after tax of Rs. 52.92 crores, compared to a loss of Rs. 36.46 crores in the previous year. The Board recommended a dividend of Rs. 5.00 per equity share. **Operations and Outlook:** Initial shutdowns due to COVID-19 and a super cyclone significantly impacted operations, particularly the Budge Budge unit. Extended refinery shutdowns in Assam for Bharat Stage 6 upgrades are expected to affect raw material availability. Budge-Budge factory operations are expected to return to normal, relying on imported RPC. Future prospects depend on controlling the COVID pandemic and government economic stimulus measures. **Compliance and Governance:** The company complied with Indian Accounting Standards and had no changes in the nature of its business. Gordon Kenneth Mcintosh and Tony William Grims are directors retiring by rotation and offering themselves for re-appointment. The report details key managerial personnel, board meetings held, formal annual evaluation processes, and declarations by independent directors. It also outlines the company's remuneration policy. **Subsidiaries, Auditors, and Other Matters:** The company has a subsidiary, C & C Investments Ltd., with the company holding 99.9% of the equity shares. S. Samanta & Co. is the statutory auditor, and the report is self-explanatory. Mr. S S Mahata & Associates has been appointed as the Secretarial Auditor. M/s BSS & Associates is the Cost Auditor. The report covers internal control systems, risk management, a code of conduct, and details from the annual return. **Other Key Points:** * Related party transactions were at arm's length. * A Corporate Governance Certificate is included. * Policy followed for the prevention of sexual harassment. * Initiatives on energy conservation are described, including exploring solar power. * The Directors' Responsibility Statement is included. * Details on committees such as Audit, Nomination & Remuneration, Stakeholders Relationship, Corporate Social Responsibility, and Share Transfer. * The company has health and safety and environmental policies. * Familiarization programmes are conducted for independent directors. * There were no loan guarantees or investments under Section 186 of the Companies Act, 2013. * CARE assigns "CARE A-” ratings to the bank facilities of India Carbon Limited. * The company has a Code of Conduct for Prevention of Insider Trading. * The details of energy, technology absorption, foreign exchange earnings and outgo are reported. The report provides detailed financial statements, including the balance sheet, statement of profit and loss, statement of changes in equity, and cash flow statement. It also provides detailed information on related party disclosures, risk management, and other corporate governance matters.