Annual Report
Annual Report
Annual Report
BOARD OF DIRECTORS
Mr K K Bangur, Chairman
Mr P K Khaitan
Mr N S Damani
Mr A V Lodha
Mr N Venkataramani
Mr J D Curravala
Mr Gaurav Swarup
Mrs Shalini Kamath
Mr M B Gadgil, Executive Director
COMPANY SECRETARY
Mr B Shiva
AUDITORS
S R Batliboi & Co. LLP
SOLICITORS
Khaitan & Co.
BANKERS
Bank of India
Canara Bank
Citibank N. A.
Corporation Bank
HDFC Bank Limited
ICICI Bank Limited
IDBI Bank Limited
Kotak Mahindra Bank Limited
UCO Bank
REGISTERED OFFICE
31, Chowringhee Road, Kolkata 700 016
Phone No. : +9133 22265755/2334/4942, 40029600
Fax No. : (033)22496420
CIN : L10101WB1974PLC094602
corp_secy@graphiteindia.com
www.graphiteindia.com
Graphite India Limited
NOTICE is hereby given that the Forty Fourth ANNUAL GENERAL MEETING of the members of Graphite India Limited will be
held on Friday, the 3rd day of July, 2019 at 10.30 a.m. at Shripati Singhania Hall, Rotary Sadan, 94/2 Chowringhee Road,
Kolkata - 700 020 (Near Rabindra Sadan Metro Station) to transact the following business:
ORDINARY BUSINESS
a. the Audited Financial Statement of the Company for the financial year ended 31st March, 2019 and the Reports of the
Board of Directors and Auditors thereon; and
b. the Audited Consolidated Financial Statement of the Company for the financial year ended 31st March, 2019 and the
Report of the Auditors thereon.
2. To confirm payment of interim dividend and declare final dividend on equity shares for the financial year ended 31st March
2019.
3. To appoint a Director in place of Mr. J D Curravala, (DIN: 00277426) who retires by rotation and being eligible, offers
himself for re-appointment, by way of Special Resolution.
SPECIAL BUSINESS
4. To re-appoint Mr. N S Damani (DIN: 00058396) as an Independent Director and if thought fit, pass the following resolution
as a Special Resolution:
RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable
provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules,
2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Mr. N S Damani (DIN: 00058396), who was appointed as an Independent Director for a
term of five(5) consecutive years from 1st April 2014 up to 31st March 2019, being eligible, be and is hereby re-appointed
as a Non - Executive Independent Director of the Company, not liable to retire by rotation and to hold office for a second
term of five(5) consecutive years i.e. from 1st April 2019 up to 31st March 2024.
5. To re-appoint Mr. N Venkataramani (DIN: 00367193) as an Independent Director and if thought fit, pass the following
resolution as a Special Resolution :
RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions,
if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the
applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Mr. N Venkataramani (DIN: 00367193), who was appointed as an Independent Director for a term of
five(5) consecutive years from 1st April 2014 up to 31st March 2019, being eligible, be and is hereby re-appointed as a
Non - Executive Independent Director of the Company, not liable to retire by rotation and to hold office for a second term
of five(5) consecutive years i.e. from 1st April 2019 up to 31st March 2024.
6. To appoint Mr. A V Lodha (DIN: 00036158) as a Director and a Non Executive (Non Independent) Director and in this regard,
to consider and if thought fit, to pass the following resolution as an Ordinary Resolution.
RESOLVED THAT Mr. A V Lodha (DIN: 00036158) who was appointed as an Additional Director pursuant to the provisions
of Section 161(1) of the Companies Act, 2013 (“the Act”) and the Articles of Association of the Company and in respect of
whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature
for the office of Director and whose appointment has been recommended by the Nomination and Remuneration Committee
and Board, be and is here by appointed a Non Executive Non Independent Director of the Company liable to retire by
rotation.
7. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
RESOLVED THAT pursuant to the decision of the Board of Directors (“Board”) of the Company upon recommendation of the
Nomination & Remuneration Committee and pursuant to the provisions of Sections 196, 197, 203 and any other applicable
provisions, if any, read with Section 198 of the Companies Act, 2013 and the rules made thereunder, including the
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Notice
Companies (Appointment and Remuneration of Managerial Personnel ) Rules 2014 (including any statutory modification(s)
or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013, consent of the
Company, be and is hereby accorded to the re-appointment of Mr. M B Gadgil (DIN: 01020055) as a Whole-time Director
of the Company designated as “Executive Director” for a period of one year effective from 1st July, 2019, on terms and
conditions of re-appointment and remuneration as contained in the Letter of Appointment dated 20th May, 2019, details
of which are provided in the explanatory statement annexed to the notice convening the annual general meeting.
RESOLVED FURTHER THAT the Nomination and Remuneration Committee / Board of Directors be and are hereby
authorised to alter and vary such terms of re-appointment and remuneration so as to not exceed the limits specified in
Schedule V to the Companies Act, 2013, as may be agreed to by the Nomination and Remuneration Committee / Board of
Directors and Mr. M B Gadgil.
RESOLVED FURTHER THAT in the event of absence or inadequacy of net profits in any financial year, the remuneration
payable to the Executive Director shall be governed by Section II of Part II of Schedule V to the Companies Act, 2013 or any
statutory modification thereof and the same shall be treated as the minimum remuneration payable to the said Executive
Director.
8. To consider and if thought fit to pass with or without modification(s), the following resolution as a Special Resolution:
RESOLVED THAT pursuant to Regulation 17(6)(ca) of SEBI ( Listing Obligations & Disclosures Requirements) Regulations,
2015 as amended by SEBI (Amendment) Regulations, 2018 and other applicable provisions, if any approval of the Company
be and is hereby accorded to the decision of the Board of Directors of the Company for payment of commission of Rs. 20
crore to Mr. K K Bangur, Non Executive Chairman of the Company which is in excess of fifty percent of the total annual
remuneration by way of commission (Rs. 21,02,50,000) payable in aggregate to all non executive directors, for the financial
year 2018-2019.
9. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.
RESOLVED THAT pursuant to the provisions of Section 148 (3) and other applicable provisions, if any of the Companies
Act, 2013 and Companies (Audit & Auditors) Rules, 2014 (including any statutory modification(s) / or re-enactment (s)
thereof for the time being in force) the remuneration payable to the Cost Auditors of the various divisions / plants of the
Company to conduct the audit of the cost accounting records maintained for the financial year ending March 31, 2019
as approved by the Board of Directors of the Company, on the recommendation of the Audit Committee and as detailed
hereunder be and is hereby ratified.
10. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:
RESOLVED THAT pursuant to Section 42 and 71 of Companies Act, 2013 and Companies (Prospectus & Allotment of
Securities Rules), 2014 and other applicable provisions / rules of the Companies Act, 2013 and subject to, wherever
required, the guidelines and / or approval of the Securities and Exchange Board of India (SEBI), the Reserve Bank of India
(RBI) and subject to such other approvals and consents of the concerned authorities as required by law, and subject to
such conditions, modifications and stipulations as may be imposed under the said approvals, permissions and consents
and in terms of the Articles of Association of the Company, the Board of Directors of the Company (Board) be and is hereby
authorised to issue and allot secured/ unsecured, redeemable, cumulative/ non-cumulative, non-convertible debentures/
Bonds upto Rs. 5,000 Crore or equivalent in one or more tranches/ series, through private placement, in domestic and/
or in international markets i.e. in Indian rupees and/or in foreign currency for subscription for cash at par on terms
and conditions based on evaluation by the Board of market conditions as may be prevalent from time to time as may
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Graphite India Limited
be determined and considered proper and most beneficial to the Company including without limitation as to when the
aforesaid securities are to be issued, consideration, mode of payment, coupon rate, redemption period, utilisation of the
issue proceeds and all matters connected therewith or incidental thereto; provided that the said borrowing shall be within
the overall borrowing limits of the Company.
FURTHER RESOLVED THAT for the purpose of giving effect to this Special Resolution, the Board be and is hereby authorised
to issue such directions as it may think fit and proper, including directions for settling all questions and difficulties that
may arise in regard to the creation, offer, issue, terms and conditions of issue, allotment of the aforesaid securities, nature
of security, if any, appointment of Trustees and do all such acts, deeds, matters and things of whatsoever nature as the
Board, in its absolute discretion, consider necessary, expedient, usual or proper.
FURTHER RESOLVED THAT the Board shall have the right at any time to modify, amend any of the terms and conditions
contained in the Offer Documents, Application Forms etc. not-withstanding the fact that approval of the concerned authorities
in respect thereof may have been obtained subject, however, to the condition that on any such change, modification or
amendment being decided upon by the Board, obtaining requisite approval, permission, authorities etc. from the concerned
authorities is required.
FURTHER RESOLVED THAT all or any of the powers as conferred on the Board by the above resolutions be exercised by
the Board or any Committee or by any Director as the Board may authorise in this behalf.
Kolkata B. Shiva
6th June, 2019 Company Secretary
NOTES :
a. Mr. J D Curravala, a Non-Executive Non Independent Director of the Company retires by rotation in this Annual General
Meeting. He is available for re-appointment, which item of business is an ordinary business to be approved by an ordinary
resolution in terms of the provisions of Section 102 of Companies Act 2013. However, pursuant to provisions as contained
in amendment by SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2018 to SEBI (Listing Obligations &
Disclosures Requirements) Regulations, 2015, since Mr. J D Curravala is presently aged 79 years, members approval by
way of a special resolution is required and sought.
b. The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 and the additional information
pursuant to Regulation 36(3) of SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015 in respect of
Director proposed for appointment /re-appointment at the meeting are annexed hereto.
c. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and a proxy need
not be a member of the Company. The instrument appointing proxy should, however, be deposited at the Registered Office
of the Company not less than forty eight hours before the commencement of the Meeting.
d. Corporate Members are requested to send a duly certified copy of the Board Resolution authorising their representative(s)
to attend and vote on their behalf at the Meeting.
e. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, the 22nd day of
June, 2019 to Friday, the 28th day of June, 2019 (both days inclusive).
f. Final Dividend on Equity Shares when sanctioned will be made payable to those shareholders whose names stand on the
Company’s Register of Members on 21st June 2019 and to whom dividend warrants will be posted. In respect of shares
held in electronic form, the dividend will be paid on the basis of beneficial ownership furnished by the depositories for this
purpose. Final Dividend on equity shares, if declared at the meeting will be paid/ despatched by 15th July 2019.
g. (i) Members are hereby informed that dividends which remain unclaimed/ unencashed over a period of 7 years have
to be transferred by the Company to the Investor Education & Protection Fund (IEPF) established by the Central
Government.
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Notice
Unclaimed / un-encashed dividend declared by the Company for the year ended 31st March, 2012 would be transferred
to the said fund in the fourth week of September, 2019
Shareholders are advised to send all the unencashed dividend warrants to the Registered Office / office of the Company
for revalidation and encash them immediately. Unclaimed/ Unencashed dividend upto the years ended 31st March,
2011 have already been transferred to the IEPF.
(ii) Further, pursuant to the provision of Section 124(6) of the Companies Act 2013 read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (‘IEPF Rules’),
all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be
transferred to the demat account of the Investor Education and Protection Fund authority (‘IEPF Authority’) The
Members / claimants whose shares, unclaimed dividend, etc. have been transferred to the IEPF Authority may claim
the shares or apply for refund by making an application to IEPF Authority in Form IEPF 5 (available on iepf.gov.in) as
per the procedure prescribed in the IEPF Rules.
h. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and
unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed
amounts lying with the Company as on 6th August 2018 (date of last Annual General Meeting) on the website of the
Company (www.graphiteindia.com) as also on the Ministry of Corporate Affairs website (www.mca.gov.in)
i. Members/Proxies should fill in the Attendance Slip for attending the meeting and bring their Attendance Slips along with
their copy of the Annual Report to the Meeting. Members are requested to affix their signature at the space provided in
the attendance slip with complete details including the Folio No. annexed to the proxy form and hand over the slip at the
entrance of the place of meeting.
j. Members are requested to notify change in their address, if any, immediately to the Company’s Registrar, Link Intime India
Pvt. Ltd., C 101, 247 Park, L B S Marg, Vikhroli (W), Mumbai 400 083 or to their Kolkata office at 59C, Chowringhee Road,
3rd Floor, Kolkata 700 020.
k. All the documents referred in the accompanying notice will be available for inspection at the Registered Office of the
Company between 10:00 a.m. and 2:00 p.m. on all working days till the date of this Annual General Meeting.
II The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting
who have not cast their vote by e-voting shall be able to exercise their right at the meeting through ballot paper.
c. Members holding shares in Physical Form should enter Folio Number registered with the Company.
(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting
of any company, then your existing password is to be used.
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Graphite India Limited
(vii) If you are a first time user follow the steps given below:
(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members
holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily
enter their login password in the new password field. Kindly note that this password is to be also used by the demat
holders for voting for resolutions of any other company on which they are eligible to vote, provided that company
opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other
person and take utmost care to keep your password confidential.
(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained
in this Notice.
(xi) Click on the EVSN for the relevant <Company Name> on which you choose to vote.
(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for
voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option
NO implies that you dissent to the Resolution.
(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed.
If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify
your vote.
(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
(xvii) If a demat account holder has forgotten the changed password then Enter the User ID and the image verification
code and click on Forgot Password & enter the details as prompted by the system.
(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles.
The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download
the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as
prompted by the mobile app while voting on your mobile.
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on
to www.evotingindia.com and register themselves as Corporates.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
helpdesk.evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The
Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval
of the accounts they would be able to cast their vote.
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Notice
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the
Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same
(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”)
and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@
cdslindia.com.
(IV) A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the
depositories as on the cut-off date (26th June, 2019) only shall be entitled to avail the facility of e-voting as well as voting
at the AGM through ballot paper.
(V) The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting
with the assistance of scrutinizer, by use of “e-voting” or “Ballot Paper” or “Poll Paper” for all those members who are
present at the AGM but have not cast their votes by availing the e-voting facility.
(VI) Mrs. Swati Bajaj, Partner, M/s P S Associates, Practicing Company Secretaries, Kolkata has been appointed as the
Scrutinizer to scrutinize the e-voting process and voting through Ballot Paper or Poll Paper, in a fair and transparent
manner.
(VII) The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting
and thereafter unblock the votes cast through e-voting in the presence of at least two witnesses not in the employment of
the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report
of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall
countersign the same and declare the result of the voting forthwith.
(VIII) The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company (www.
graphiteindia.com) and on Service Provider’s website (www.evotingindia.com) immediately after the declaration of result
by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE
Limited and National Stock Exchange of India Limited.
Kolkata B. Shiva
6th June 2019 Company Secretary
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013
ITEM NO. 4
In terms of Section 149(10) of the Companies Act 2013 (“Act”), an Independent Director shall hold office for a term up to five
consecutive years on the Board of a company, but shall be eligible for reappointment on passing of a special resolution by the
company for a second term of up to five years.
Mr. N S Damani, age 66 years (DIN:00058396) was appointed as an Independent Director (Non–Executive) of the Company for
a period of five (5) years from 1st April 2014, at the 39th Annual General Meeting held on 12th August, 2014. His term as an
Independent Director of the company ended on 31st March 2019. The Nomination and Remuneration Committee on the basis of
performance evaluation recommended re- appointment of Mr. N S Damani as a Non-Executive Independent Director for a second
term of five consecutive years on the Board of the Company from 1st April 2019. The Board of Directors (“Board”), in its meeting
held on February 06, 2019 reviewed the declaration made by Mr. N S Damani that he meets the criteria of independence as
provided in Section 149(6) of the Act and under “LODR” and was of opinion that he fulfills the conditions specified in the Act, the
rules made there-under and in LODR and is independent of the management. The Board accordingly re-appointed him as a Non
– Executive Independent Director not liable to retire by rotation for a further period of five years from 1st April 2019 up to 31st
March, 2024. His vast and varied experience in the business and corporate world justifies his re-appointment and continuance
as an Independent Director of the Company. His contribution towards deliberations in Board / Committee meetings have been
beneficial to the Company and the Company looks up to him for advice. The special resolution is accordingly recommended for
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Graphite India Limited
approval of the members. The above may also be regarded set out at Item No. 4 of the Notice as an appropriate disclosure under
the Act and LODR.
Except Mr. N S Damani, none of the Directors nor Key Managerial Personnel or their relatives are concerned or interested,
whether financially or otherwise in the said resolution.
ITEM NO. 5.
In terms of Section 149(10) of the Companies Act 2013 (“Act”), an Independent Director shall hold office for a term up to five
consecutive years on the Board of a company, but shall be eligible for reappointment on passing of a special resolution by the
company for a second term of up to five years.
Mr. N Venkataramani, age 73 years (DIN:00367193) was appointed as an Independent Director (Non–Executive) of the Company
for a period of five (5) years from 1st April 2014, at the 39th Annual General Meeting held on 12th August, 2014. His term as an
Independent Director of the company ended on 31st March 2019. The Nomination and Remuneration Committee on the basis
of performance evaluation recommended re- appointment of Mr. N Venkataramani as a Non-Executive Independent Director
for a second term of five consecutive years on the Board of the Company from 1st April 2019. The Board of Directors (“Board”),
in its meeting held on February 06, 2019 reviewed the declaration made by Mr. N Venkataramani that he meets the criteria
of independence as provided in Section 149(6) of the Act and under “LODR” and was of opinion that he fulfills the conditions
specified in the Act, the rules made there-under and in LODR and is independent of the management. The Board accordingly
re-appointed him as a Non – Executive Independent Director not liable to retire by rotation for a further period of five years
from 1st April 2019 up to 31st March, 2024. His vast and varied experience in the business and corporate world justifies his
re-appointment and continuance as an Independent Director of the Company. His contribution towards deliberations in Board /
Committee meetings have been beneficial to the Company and the Company looks up to him for advice. The special resolution
set out at Item No. 5 of the Notice is accordingly recommended for approval of the members. The above may also be regarded as
an appropriate disclosure under the Act and LODR.
Except Mr. N Venkataramani, none of the Directors nor Key Managerial Personnel or their relatives are concerned or interested,
whether financially or otherwise in the said resolution.
ITEM No. 6
The Board of Directors of the Company on 30th March 2019 appointed Mr. A V Lodha as an Additional Director designated as
Non Executive (Non Independent) Director of the Company from 1st April 2019 and to hold the office upto the date of ensuing
Annual General Meeting.
Notice has been received from a member proposing the name of Mr. A V Lodha for the office of Director of the Company. The
NRC and Board considered the said proposal and decided to recommend the same for approval of the members of the Company.
His vast and varied experience in the accounting and financial fields justifies his appointment as Director of the Company. His
contribution towards deliberations in Board/Committee meetings have been beneficial to the Company and the Company looks
upto him for advice on various issued being faced.
Except Mr. A V Lodha none of the other Directors, Key Managerial Personnel and their relatives are, in any way concerned or
interested in the resolution. The ordinary resolution set out at Item no. 6 to the Notice is recommended for approval by the
members. The above may also be regarded as an appropriate disclosure under the Act and LODR.
ITEM No. 7
The Board of Directors of the Company (‘Board’), upon the recommendation of the Nomination and Remuneration Committee, re-
appointed Mr. M B Gadgil as the Whole-time Director of the Company designated as “Executive Director” vide Board Resolution
dated 18th May, 2019 for a period of one year with effect from 1st July, 2019 at the remuneration and on the terms and
conditions as contained in the Letter of Appointment dated 20th May, 2019.
The approval of the members is accordingly being sought for re-appointment and payment of remuneration to Mr. M B Gadgil as
the Whole-time Director as per the resolution. Copy of the Letter of Appointment is open for inspection at the Registered Office
of the Company on all working days of the Company between 10.00 a.m. to 2.00 pm upto the date of the meeting and also at the
meeting. The resolution is accordingly recommended for approval of the members.
Mr. M B Gadgil aged 66 years is a qualified engineer and has completed business management studies. He has been with the
Company since 1978 and has a rich experience in the graphite electrode industry. He holds 2000 equity shares of the Company.
He was the ‘President’ of the Company prior to his elevation as Executive Director on July 1, 2009. He is not a director of any
other company.
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Notice
Except Mr. M B Gadgil, none of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or
interested financially or otherwise, in the resolution.
The abstract of the terms and conditions of appointment of Mr. Gadgil as Executive Director as contained in the said letter with
memorandum of interest is set out below:
1. The re-appointment of Mr. M B Gadgil as a Whole-time Director designated as ‘Executive Director’ of the Company is for a
period of one year w.e.f. 1st July, 2019.
Mr. M B Gadgil shall devote the whole of his time and attention to his services as Whole-time Director of the Company and
shall under the superintendence, control and direction of the Board perform the duties and exercise the powers as may from
time to time be entrusted to or conferred upon by the Board.
2. In consideration of his services as Executive Director, Mr. M B Gadgil shall receive the following by way of remuneration:
(i) Salary : At the rate of Rs. 6,25,000/- (Rupees Six lacs twenty five thousand only) per month or such sum as may from
time to time be determined by Nomination and Remuneration Committee/ Board.
(ii) Perquisites : Such perquisites and allowances as are or may from time to time be allowed to senior Executives of the
Company or as may from time to time be determined by the Nomination & Remuneration Committee/ Board.
(iii) Minimum Remuneration : Notwithstanding anything herein contained, where in any financial year during the period
of his office as Executive Director, the Company has no profits or its profits are inadequate, the Company may, subject
to the requisite approvals if any, pay Mr. M B Gadgil such remuneration as may from time be determined and allocated
by the Nomination and Remuneration Committee / Board depending upon the effective capital of the Company as
per Section II of Part II of Schedule V of the Companies Act, 2013 (“Act”) or any statutory modification or amendment
thereof.
(iv) In addition to the above, he shall also be entitled to such commission, if any, as may be determined by the Nomination
and Remuneration Committee / Board provided the aggregate of the salary, perquisites and commission for any
financial year shall not exceed 5% of the net profits of the Company for that year computed in the manner referred to
in Section 198 of the Act.
3. He shall be entitled to earned/ privilege leave on full pay and allowances as per the Rules of the Company.
4. Notwithstanding anything herein contained either party, shall be entitled to determine his appointment by giving three
months’ notice in writing in that behalf to the other party and on the expiry of the period of such notice, his appointment
shall stand terminated. The Company shall also be entitled to terminate his appointment on giving him three months’
salary as specified in clause 2(i) above in lieu of three month’s notice required to be given under this clause.
5. The appointment and remuneration of Mr. M B Gadgil as the Whole-time Director of the Company (designated as “Executive
Director”) requires the approval of the members of the Company in general meeting in terms of paragraph (1) of Part III of
Schedule V to the Act.
6. Mr. M B Gadgil as the Whole-time Director is concerned or interested in the resolution. None of the other Directors or
Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the
resolution.
ITEM No. 8
The Board of Directors of the Company in the meeting held on 18th May 2019 decided to pay Mr. K K Bangur, Non Executive
Chairman of the Company, commission of Rs. 20 crore (Mr. K K Bangur did not participate in the discussion nor in the decision
arrived at) taking into account time and efforts devoted by him in the business affairs of the Company and the performance
evaluation done by Nomination and Remuneration Committee.
The aggregate commission approved by the Board payable to all non executive directors (including Mr. K K Bangur) is Rs.
21,02,50,000. Since commission to Mr. K K Bangur exceeds fifty percent of total annual commission payable to all non executive
directors, approval of members is sought as required under the relevant provisions of SEBI ( Listing Obligations & Disclosures
Requirements) Regulations, 2018. Apart from the commission being paid to non executive directors, no other remuneration
except sitting fees for attending Board /Committee meetings are paid.
Except Mr. K K Bangur, none of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way,
concerned or interested, financially or otherwise, in the resolution. The Board recommends the resolution for approval of the
members.
9
Graphite India Limited
ITEM No. 9
Upon the recommendation of Audit Committee, the Board of Directors of the Company approved appointment of the cost auditors
for the various divisions/ plants of the Company on remuneration as detailed in the resolution. Ratification is sought from the
members of the Company for payment of remuneration as approved by the Board and detailed in the resolution, pursuant to Rule
14 (a) (ii) of Companies (Audit and Auditors) Rules, 2014.
None of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested financially or
otherwise, in the resolution.
The Board recommend the Ordinary Resolution set out at Item No. 8 of the Notice for approval by the members.
ITEM No. 10
In order to arrange funds for capital expenditure / long term / short term working capital, organic and inorganic growth
opportunities / general corporate purposes, the Board could consider issue of secured / unsecured, redeemable, cumulative /
non-cumulative / non-convertible debentures / bonds upto Rs. 5000 crore (Rupees Five Thousand crore) or equivalent in one
or more tranches / series, through private placement in domestic or in international markets i.e. in Indian rupees and / or in
foreign currency.
Pursuant to the provisions of Section 42 of Companies Act, 2013 read with Rules 14(2) (a) of Companies (Prospectus & Allotment
of Securities) Rules, 2014, members approval by way of a special resolution would be sufficient for all offers or invitation for such
debentures for a year. The resolution placed before the members is thus an enabling resolution giving authority to the Board of
Directors / Committee thereof to decide upon the issue on such terms and conditions as may be prevalent from time to time for
a year from the date of passing this resolution.
None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested,
financially or otherwise, in the resolution
The Board commends the Special Resolution set out at Item No.9 of the Notice for approval by the members.
Mr. J D Curravala, (DIN 00277426) aged 79 years is Commerce and Law graduate and a qualified Chartered Accountant having
wide experience in Finance, Administration, Corporate Management and Business Operations. He is presently Managing Director
of GKW Ltd. He is a member of the “Investment Committee” of the Company. He is not related to any director or Key Managerial
Personnel of the Company. He holds 4750 equity shares of the Company jointly with his wife.
Other Directorship
Mr. N S Damani, (DIN: 00058396), aged 66 years is an industrialist and presently Chairman & Managing Director of Simplex
Reality Limited. He is Bachelor of a Science from University of Mumbai and has completed business management studies. He
has around 44 years experience in business and industry. He does not hold any shares in the company. He is not related to any
director or Key Managerial Personnel of the Company.
Other Directorship
10
Notice
Mr. N. Venkataramani, (DIN: 00367193), aged 73 years, is a qualified engineer with rich experience in managing business
enterprises. He was associated with the Company from October,1988 till September 1995. He was thereafter with GKW Ltd. as
President of its Cement division till April 1998 and President of its Bolt & Nut division from May 1998 till May 2001 and then
joined the erstwhile Graphite India Limited in June, 2001. He was elevated to the post of Executive Director in September, 2001
which he held till his retirement on June 30,2009. He presently Chairman of Audit Committee and member of Nomination and
Remuneration Committee and CSR Committee of the Company. He holds 7000 shares in the Company jointly with his wife. He
is not related to any director or Key Managerial Personnel of the Company.
Other Directorship
Mr. A V Lodha, (DIN: 00036158), aged 53 years is a qualified Chartered Accountant and had served as the Country Managing
Partner of Lodha & Co, one of India’s leading Accounting and Advisory Firms.
He has over 30 years of experience in providing advisory services to a diverse client base across a wide spectrum of industries.
He has handled various consultancy assignments in fields of corporate restructuring, mergers & acquisitions, joint ventures,
collaborations, business strategy etc. He has also assisted large Indian corporates to raise resources from the overseas capital
markets.
Mr Lodha served as the President of the Indian Chamber of Commerce (ICC), Kolkata twice i.e. in 1998-99 and in 2001-02
in its 75th year (Platinum Jubilee Year) as well as the Chairman of its Banking and Finance Committee. He has also served
as a Member of The National Council of CII (Confederation of Indian Industry) and was National Committee Chairman of its
Accounting Standards & Corporate Disclosures and Tax Committees. He served as a member of the High Level Naresh Chandra
Committee for corporate audit and governance, appointed by the Government of India, Governing Body of Indian Council of
Arbitration, Governing Council of the Central Manufacturing Technology Institute, Bangalore, Peer Review Board of Institute of
Chartered Accountants of India, Industrial Development Bank of India’s Eastern Regional Advisory Board, State Advisory Board
on Investment Promotion in Tripura and was the Honorary Secretary of the Alumnorum Societas, the old boys association of St.
Xavier’s Collegiate School, Kolkata. He does not hold any shares in the Company. He is a member of the Audit Committee and
Investment Committee of the Company.
Other Directorship
11
Graphite India Limited
DIRECTORS’ REPORT
The Directors have pleasure in presenting their Forty Fourth Annual Report together with the audited statement of accounts
of the Company for the year ended 31st March, 2019.
REVIEW OF THE ECONOMY subject to significant policy enablers by the major economies,
enhanced further by the absence of inflationary pressures and
Global growth rates, peaked to 4% in 2017, softened to
3.6% in 2018, and projected to decline to 3.3% in 2019 and no output shortfalls. The US Federal Reserve, reckoning the
rebound to 3.6% in 2020. Even a 3.3% global growth is still rising global risks, skipped interest rate increases and signaled
appreciable, compared to the outlook for many countries flat rates for the rest of the year. The European Central Bank,
with considerable challenges in the short term, especially the Bank of Japan, and the Bank of England have all shifted
the advanced economies whose growth rates are projected to to a more supportive stance. China has triggered strong fiscal
constrict towards their modest long-term potential. and monetary stimuli to counter the dampening effect of trade
While 2019 has started on a weak signal, some pickup is tariffs, which is highly dependent on the outcome of ongoing
expected during the second half of the year. This pickup is also U.S – China trade negotiations.
12
Directors’ Report
These policy facilitators have helped in reversing the recent pick up in the growth of fixed investment is expected to
tightening financial bottlenecks to varying degrees across maintain momentum in the coming year.
countries. Emerging markets have experienced resumption Various economic reforms were undertaken in the last two
of portfolio inflows, a decline in sovereign borrowing costs, years which include: implementation of the Goods and Service
and a strengthening of their currencies in relation to the US Tax (GST), announcement of bank recapitalization, push to
dollar. While the improvements in financial markets have infrastructure development by giving infrastructure status
been noteworthy, those in the real economy are yet to register. to affordable housing, higher allocation of funds for highway
Indices of industrial production and investment levels remain construction and greater focus on coastal connectivity.
subdued for most advanced and emerging economies. Global Medium-term macro outlook remains bright against the
trade is yet to recover. With improvements expected in the background of implementation of GST, green shoots in the
second half of 2019, global economic growth in 2020 is global economy, relatively stable prices and improvement in
projected to return to 3.6%. indicators in the global economy. According to IMF World
While the overall outlook remains positive, there are several Economic Outlook Update April 2019, Indian economy is
downside risks. There is an uneasy and fragile truce on trade expected to grow at 7.3% during 2019 and further accelerate
policy. Any disruption could flare up again in other related to 7.5% during 2020.
areas (like the auto industry) with large dislocations in global GRAPHITE INDIA
supply chains. A rebounding growth in China may intensify
The Company recorded a sterling and highest ever performance
shock waves in global trade in the core sector, and the risks
during the year. Revenue from operations increased by 126%
surrounding Brexit remain heightened. In the face of such
to Rs. 6,737 crore for FY 2018-19 as against Rs. 2,983 crore
significant financial uncertainties several large private and
in the previous year. PBT increased by 208% to Rs. 4,281
public sector industries run the risk of debt driven chapter 11
crore as against Rs. 1,389 crore of previous year which also
closure in several countries.
includes investment income of Rs. 102 crore as against Rs.
As per the first advanced estimates of CSO (Central Statistics 52 crore in the last year. This performance is attributable
Office), Ministry of Statistics and program implementation, mainly to the realization of full potential of positive price
India’s GDP would grow at 7.2% in 2018-19, showing impro- movements, witnessed during last year inspite of softening
vement from 6.7% growth in 2017-18 mainly because of of demand-supply imbalance during latter part of the year.
push from agriculture and the manufacturing sectors. Real The global demand for graphite electrodes was strong owing
GVA (Gross Value Added) is anticipated to grow at 7% in the to – (1) demand revival in some of the steel producing nations
current fiscal as against 6.5% in 2017-18. The growth rate in with higher EAF capacities; and (2) structural shift due to
Per Capita Income is estimated at 6.1% during 2018-19, as closure of significant steel capacities in highly polluting blast/
against 5.4% in the previous year. induction furnaces in China which are now being replaced
by environment friendly electric arc furnaces. China has also
The sectors which registered growth rate of over 7% are
closed down some of its archaic electrode manufacturing
electricity, gas, water supply and other utility services,
capacities.
construction, manufacturing, public administration, defence
and other services. The expansion in activities in ‘agriculture, The Company’s Graphite and Carbon Segment continues to
forestry and fishing’ is likely to increase to 3.8% in the be the main source of revenue and profit for the Company,
current fiscal from 3.4% in the preceding year. The growth accounting for about 98% of the total revenue.
of the manufacturing sector is expected to accelerate to 8.3% OVERSEAS SUBSIDIARIES
this fiscal, up from 5.7% in 2017-18. The performance of the German subsidiaries which turned
The Wholesale Price Index (WPI), in respect of the groups – around last year has shown sharp improvement during the
Food Articles, Manufactured Products, Electricity and all current year with recovery in electrode demand as well as
Commodities, has risen by (-)0.9%, 4.1%, 6.8% and 4.9%, prices.
respectively during April’18-November’18. The Consumer DIVIDEND
Price Index (CPI) has shown a rise of 3.9% during the same The Directors are pleased to recommend declaration of final
period. dividend @ Rs. 35 per equity share on 19,53,75,594 equity
The reform measures undertaken in 2017-18 continued shares of Rs. 2/each for the financial year ended 31st March
to strengthen and accelerate the growth momentum. The 2019 in addition to the Interim dividend @ Rs. 20 per equity
prospect for the Indian economy for the year 2019-20 share, already paid.
should be seen in the light of emerging global and domestic MANAGEMENT DISCUSSION AND ANALYSIS
developments. Indicators signal that global economic growth
(i) Industry’s structure and developments
is expected to pick up during the second half of 2019. This
A. Graphite and Carbon Segment
is expected to provide further boost to India’s exports. In
contrast, the increasing global prices of oil and other key Graphite Electrodes
commodities may increase the value of imports. There are Graphite Electrode is used in electric arc furnace (EAF) based
signs of revival of investment activity in the economy and the steel mills for conducting current to melt scrap iron and steel
13
Graphite India Limited
and is a consumable item for the steel industry. The principal units, Absorbers and Absorption systems, Graphite Columns,
manufacturers are based in USA, Europe, India, China, H2SO4 Dilution and Cooling units, Vacuum Ejector systems,
Malaysia and Japan. Graphite Bursting Discs and accessories.
Graphite Electrode demand is primarily linked with the global Impervious graphite is an ideal material of construction
production of steel in electric arc furnaces. The two basic for corrosive “process fluids” and finds wide application in
methods for steel production are - (1) Blast Furnace (BF); and industries like Chloro-Alkali, Chlorinated Organic Chemicals,
(2) Electric Arc Furnace (EAF). According to the World Steel Phosphoric Acid, Fertilizers, Steel Pickling, Metal Processing,
Association (WSA), EAFs account for 46%, i.e. 394 million Polymers like VCM, Polycarbonate and Caprolactum, Drug
metric tons (MT) of global crude steel production (excluding Intermediates, etc.
China) in 2017. Between 1984 and 2011, EAF steelmaking
Over the years, the Company has built this product line
was the fastest-growing segment of the steel sector, with
into a reliable brand with a reputation for prompt service,
production increasing at an average rate of 3.5% per year,
good quality and consistent performance by investing in
based on WSA data. Historically, EAF steel production has
strengthening its core competencies. Domestic chemical
grown faster than the total steel production due to its greater
industry is very vibrant currently and many new projects and
resilience, variable cost structure, less capital intensive,
expansions are taking off in chloro-alkali, drugs / pharma,
less polluting and more environment friendly nature. This
agrochemicals and fine chemicals sectors. Order booking in
growth trend has reversed between 2011 and 2015 due to
both domestic and export was better than last year. In exports,
global overcapacity in (EAF) steel production driven largely by
major orders were received for phosphoric acid evaporators to
Chinese BF steel production. Beginning 2016, focused efforts
be supplied in Morocco, Philippines and domestically in India
by the Chinese government to restructure China's domestic
too.
steel industry have led to clamping restrictions on Chinese BF
steel production and lowering of export volumes. In addition, Captive Power
developed economies, which typically have much larger Power constitutes one of the major costs of Electrode
EAF steel industries, have instituted a number of protective production. For captive consumption, the Company has an
trade policies to protect its domestic steel producers. As a installed capacity of 18 MW of power generation through
result, since 2016, the EAF steel production has resurged Hydel route. However, with closure of operations in Bengaluru
and reiterated its strong growth trajectory. This revival in plant, approval has been obtained for non-captive / third
EAF steel production has resulted in increased demand for party sale.
graphite electrodes. WSA reported a growth of 14% in EAF
B. Other Segments
production in 2017.
Calcined Petroleum Coke and Paste Glass Reinforced Plastic Pipes (GRP)
The Coke Division in Barauni, Bihar, is engaged in the GRP Division is engaged in manufacturing of large diameter
manufacturing of Calcined Petroleum Coke (CPC), Carbon Glass Fibre Reinforced Plastic Pipes as well as Pipe-liners for
Paste and Electrically Calcined Anthracite Paste and is one of rehabilitation of old pipes/ducts. Product is manufactured
the several backward integration initiatives of the Company. by continuous filament winding process with computerized
Two grades of CPC - aluminium and graphite – are produced. advanced technology comparable to other plants worldwide.
CPC is primarily used in manufacture of anodes for use in These pipes find application in diverse fields such as bulk
aluminium smelters, manufacture of graphite electrodes water supply projects, power plants, sewerage disposal
and also used as carburiser in steel. The division also schemes, industrial effluent disposal etc. For sea water, it is
manufactures four grades of Paste i.e. Electrode Paste based the most suitable recommended alternative. Government is
on either CPC or Electrically Calcined Anthracite Coal (ECAC) embarking on infrastructure development in a big way with
and Tamping Paste based on either CPC or ECAC. Electrode stress on irrigation and sanitation. For irrigation, instead
Paste is used in Ferro Alloy Smelters and Tamping Paste is of open canal/ waterways closed pipe canals are being
used as a lining material in submerged arc furnaces. considered. This has opened up a new window for large
diameter pipes and opportunities for use of GRP pipes in this
This division’s performance was better due to higher
field.
realization. However, supply constraints in getting its basic
raw material i.e. Green / Raw Petroleum Coke was the major The Company has a good track record of supplying
hurdle faced during the year. large diameter pipes and their successful commissioning.
Company’s GRP pipes are in use for many years in several
Impervious Graphite Equipment
infrastructure projects in private as well as in public sector
The Impervious Graphite Equipment (IGE) Division is engaged and has earned a good name as quality GRP pipe supplier.
in design, manufacture and supply of Impervious Graphite However project cost overruns, delay in completion of projects,
Heat and Mass transfer equipment and Turnkey systems. The disputes on contractual defaults and non-receipt of receivables
product range includes Graphite Heat Exchangers in Shell have still remained as inherent risks in the business. However
and tube type and Poly-Block type construction, Turnkey margins are under severe pressure because of unhealthy
systems like HCL Synthesis units and Dry Gas generation competition from manufacturers in Gujarat and excessive
14
Directors’ Report
“over dimensional cargo fine” imposed in Maharashtra. Steel demand in the developed economies grew by 1.8% in
2018 following a resilient 3.1% in 2017. Demand is further
Steel Segment
expected to decelerate to 0.3% in 2019 and 0.71% in 2020
Powmex Steels Division (PSD) is engaged in the business of reflecting a deteriorating trade environment.
manufacturing high speed steel and alloy steel having its plant
In its 12th Five-Year Plan, the Chinese government set a goal
at Titilagarh in the State of Orissa. PSD is the single largest
of achieving 20% EAF market share by 2020. Additionally,
manufacturer of High Speed Steel (HSS) in the country. HSS is
the rapid historical increase in Chinese steel production has
used in the manufacture of cutting tools such as drills, taps,
resulted in increasing supplies of scrap, making EAFs more
milling cutters, reamers, hobs, broaches and special form
cost attractive relative to BOFs. According to McKinsey,
tools. HSS cutting tools are essentially used in – (a) automotive;
so much scrap is expected to become available that EAF
(b) machine tools; (c) aviation; and (d) retail market. The
production capacity in China would need to triple by 2020
industry is characterised by one good quality manufacturer
to keep pace. Steel producers may conclude that lower-
of HSS viz. PSD and several other small manufacturers who
capital intensive mini-mills are more attractive investment
cater to the lower end of the quality spectrum in the retail
opportunities than rebuilding blast furnaces as they age,
segment. On the demand side, the industry is broadly divided
further supporting demand for graphite electrodes. China’s
into large and small cutting tool manufacturers who use both
crude steel output from electric arc furnace route is estimated
domestic and imported HSS. PSD faces competition from
to reach 90-100 million metric tons in 2018. This would mark
small domestic producers and cheap imports from overseas
a 20%-30% increase over 2017 as per S&P Global Platts.
manufacturers. PSD is taking various measures to meet the
increasing competition from imports. PSD also had to contend Steel demand in the emerging economies excluding China
with steep increase in raw material input prices during the is expected to grow by 2.9% and 4.6% in 2019 and 2020
year. Demand for HSS products in PSD’s range picked up respectively. After stabilising from the effects of demonetisation
during the first half of the year under review and improved and the Goods and Services Tax (GST) implementation, the
further during the subsequent quarters. Indian economy is now expected to achieve faster growth
starting from the second half of 2019 after the election. While
PSD has widened its size range both at the lower and upper
the fiscal deficit might weigh on public investment to an
end of the existing range which is now revised to “5 mm dia to
extent, the wide range of continuing infrastructure projects
170 mm” diameter.
is likely to support growth in steel demand in excess of 7%
1.5 MW Hydel Power Facility in both 2019 and 2020. Steel demand in developing Asia
Power generated from this facility is sold to Karnataka Power excluding China is expected to grow by 6.5% and 6.4% in
Grid under a Power Purchase Agreement. Generation of power 2019 and 2020 respectively, making it the fastest growing
is entirely dependent on monsoon. region in the global steel industry. In the ASEAN region,
infrastructure development supports demand for steel.
(ii) Opportunities and threats
Economic diversification efforts in the Gulf Cooperation
India was the second largest steel producer in 2018 with Countries continue in relation to a low oil price environment
production standing at 106.5 million tones (Mt). India’s but fiscal consolidation is still suppressing construction
finished steel consumption grew at a CAGR of 5.69% during activities. Steel demand is expected to continue to contract in
FY08-FY18 to reach 90.68 Mt. In 2017-18, the country’s 2019, though a minor recovery is expected in 2020.
finished steel exports increased 17% year-on-year to 9.62 Mt
Volumes and business prospects, in general, would be
as compared to 8.24 Mt in 2016-17. Government of India’s
impacted by factors like: (a) recent addition of graphite
focus on infrastructure and restarting road projects is aiding
electrode and needle coke capacity in China leading to higher
the boost in demand for steel. Also, further likely acceleration
exports and consequent effect on prices; (b) sustainability of
in rural economy and infrastructure is expected to lead to
the global economic recovery in 2018-19; (c) pace of recovery
growth in demand for steel. The Government of India raised
in Euro zone and China; (d) sustainability of recovery in steel
import duty on most steel items twice, each time by 2.5% and
demand and production; and (e) rising costs of key inputs.
imposed measures including anti-dumping and safeguard
The recent withdrawal of Anti-Dumping Duty by Government
duties on iron and steel items. The National Steel Policy,
of India on graphite electrodes from China on 6th September,
2017, has envisaged 300 MT of production capacity by 2030-
2018 is expected to increase cheap imports in India which
31. Huge scope for growth is offered by India’s comparatively
may have negative impact on volume and price of electrodes
low per capita steel consumption and the expected rise in
in the domestic market.
consumption due to increased infrastructure construction
and the thriving automobile and railways sectors. While the Company is watching the developments with
cautious optimism, it is well equipped and geared to face any
The WSA expects the demand for steel will reach 1,735 Mt in unforeseen reversal in trend.
2019, an increase of 1.3% over 2018. In 2020, it is forecast
(iii) Segment-wise Performance
that global steel demand will grow by 1% to reach 1,752 Mt.
Steel demand in China is expected to decelerate in 2019 in Revenue of the Company
tune with the gradual replacement of the closed BF with EAF. The revenue from operations amounted to Rs. 6,737 crore as
15
Graphite India Limited
against Rs. 2,983 crore in the previous year. protect their domestic steel industries against imports. These
actions have resulted in a significant decrease in Chinese steel
Aggregate Export Revenue of all divisions together was Rs.
exports. According to China Customs and Baiinfo, Chinese
3,058 crore as against Rs. 919 crore in the previous year.
steel exports have declined from 112 million MT in 2015 to 70
Graphite and Carbon Segment million MT in 2018. This reduction in exports has resulted in
The performance of the segment was exceptionally increased steel production outside of China, especially EAF
commendable in FY 2018-19 considering overall positive steel production.
environment for the industry. According to WSA, EAF steel production increased by 14% to
Production of Graphite Electrodes and Other Miscellaneous 472 Mt in 2017 as compared to 415 Mt in 2016. The share of
Carbon and Graphite Products during the year under review EAF in total crude production increased to 27.9% in 2017 as
was 91,480 MT against 90,882 MT in the previous year. compared to 25.5% in 2016. EAF steel production represented
47% of total U.S. steel production in 2000, increasing to 68%
Production of Calcined Petroleum Coke during the year was
by 2017. In 2000, EAF steel production reflected 33% of total
24,714 MT as against 22,954 MT in the previous year.
Europe, the Middle East and Africa steel production, increasing
Production of Carbon Paste during the year was 4,849 MT to 46% by 2017. In 2000, 36% of total Asia-Pacific (excluding
against 3,513 MT in the previous year. China) steel production was by the EAF method, representing
Production of Impervious Graphite Equipment (IGE) and 77 million MT of EAF production. This share of production
spares during the year was 1,835 MT as against 1,721 MT in increased to 41% by 2017. China also represents a significant
the previous year. opportunity for EAF growth and market share expansion.
Chinese steel production today is substantially through the
Power generated from captive Hydel Power Plant of 18 MW BOF method, but increasing focus on environmental protection
capacity amounted to 52.88 million units during the year as within China may encourage conversion from BOFs to EAFs.
against 36.36 million units in the previous year. The government’s increasing focus on the environment may
The segment revenue increased to Rs. 6,575 crore from Rs. eventually incentivize steelmakers to convert from BOFs to
2,833 crore in the previous year with a surge in Domestic and EAFs in order to continue operating. As per WSA estimates,
Export sales on value terms. The profitability of the segment China’s share in EAF route has steadily increased from 5.9%
increased to Rs. 4,251 crore in FY 2018-19 from Rs. 1,377 in 2015 to 9.3% in 2017.
crore in FY 2017-18. The graphite electrode industry has historically followed the
Other Segments growth of the EAF steel industry and, to a lesser extent, the
steel industry as a whole, which has been highly cyclical
GRP division produced 5,692 MT pipes as against 12,124 MT
and affected significantly by general economic conditions.
in the previous year.
Historically, EAF steel production has grown faster than
Production of HSS and Alloy Steels was 1,954 MT during the the overall steel output due to its greater resilience, more
year as against 1,481 MT in the previous year. variable cost structure, lower capital intensity and more
Sale of power from 1.5 MW Link Canal facility was 2.57 million environmentally friendly nature.
units as against 1.20 million units in the previous year. Other macroeconomic and industry trends have created
(iv) Outlook significant increases in demand for graphite electrodes.
Beginning in 2016, efforts by the Chinese government to
World crude steel production reached 1,808.6 Mt for the year
eliminate excess steelmaking production capacity and
2018, up by 4.6% compared to 2017. Crude steel production
improve environmental and health conditions have led to
increased in all regions in 2018 except in the European Union,
limits on Chinese BOF steel production, including the closure
which saw a 0.3% contraction. Annual production for Asia
of over 200 million MT of its steel production capacity,
was 1,271.1 Mt of crude steel in 2018, an increase of 5.6%
based on data from S&P Global Platts and the Ministry of
compared to 2017.
Commerce of the People’s Republic of China. In 2017, Chinese
The EAF steel industry has recovered since the downturn steel exports fell by more than 30% as compared to 2016.
from 2011 to 2015. EAF production started to recover in 2016 Chinese steel exports continued to decline an additional 8%
with growth of 2.8%, according to the WSA. EAF production is in 2018 according to the National Bureau of Statistics of
now rebounding very strongly. This recovery has taken place China, reflecting the reduction in steel production capacity.
since China began in 2015 to restructure its steel industry by As a result, the historical growth trend of EAF steelmaking
encouraging consolidation and shutting down excess capacity. relative to the overall steel market resumed and has led to
China has also begun to implement increased environmental increased demand for graphite electrodes. At the same
regulations to improve air quality, which has been impacted time, consolidation and rationalization of graphite electrode
by CO2 emissions associated with the burning of coal in production capacity limited the ability of graphite electrode
BOF steelmaking. Additionally, developed economies such producers to meet this demand. Prior to this improvement
as North America and Western Europe have implemented in demand, the electrode industry experienced an extended,
trade decisions against BOF steel producing countries to five-year downturn, resulting in a reduction of production
16
Directors’ Report
capacity outside of China by approximately 200,000 MT from presence in the global Graphite Electrode market and continue
approximately 1,000,000 MT to approximately 800,000 MT. to strengthen its position in the industry.
Petroleum needle coke and coal tar pitch, which are the However, with new needle coke and electrode capacities
primary raw materials for graphite electrode manufacturing, having been installed and commissioned in China, it is likely
are currently in limited supply. Demand for petroleum that electrode supply will be more balanced or to certain
needle coke has outpaced supply due to increasing demand extent exceed as compared to demand. Hence the market
for petroleum needle coke in the production of lithium-ion dynamics may reverse if enough Arc Furnace Steel capacity is
batteries used in electric vehicles. Increased demand has led not installed in China quickly.
to spiraling price increases for petroleum needle coke.
(v) Risks and Concerns
The global economy will continue to grow in 2019. Important
The Company is exposed to the threat of the cyclical nature
leading indicators are signaling that expansion will weaken.
of the steel demand / production through EAF route as also
However, risks stemming from protectionism, political
to the risks arising from the volatility in the cost of input
instabilities and higher debt levels are also considerable in
materials.
many countries. The geopolitical crises are not over yet. In
addition, currency turbulences and valuation adjustments The Company sells its products primarily to the EAF steel
could hamper the real economy in the real estate and financial manufacturing industry. Steel industry historically has
markets. As a result, the global economy is particularly been highly cyclical and is affected significantly by general
delicate in 2019. economic conditions. Major customers for the steel industry
include companies in the automotive, construction, appliance,
An economic slowdown is expected in the US in 2019, as the
machinery, equipment and transportation industries, which
impulses from the tax reform run their course and losses
are industries that were negatively affected by the general
stemming from the trade dispute have a stronger impact.
economic downturn and the deterioration in financial markets,
Private consumption and investment would lose momentum
including severely restricted liquidity and credit availability, in
because of interest rates. According to the IMF, however,
the recent past. In particular, EAF steel production declined
growth will remain robust at 2.3% in 2019 and 1.9% in
approximately 17% from 2008 to 2009 as a result the general
2020. Europe is a challenging area of contrasts, with its solid
economic downturn and deterioration in financial markets. In
economic base and considerable political challenges and
addition, EAF steel production declined approximately 10%
risks. In addition to Brexit, several EU countries are burdened
from 2011 to 2015 due to global steel production overcapacity
by debt levels owing to structural deficiencies and an absence
driven largely by Chinese BF steel production. Since 2016,
of reforms. A trade dispute with the US cannot be ruled out
however, the EAF steel market has rebounded strongly
either. In contrast, interest levels remain low and fiscal policy
and resumed its medium to long-term growth trajectory.
appears mildly expansionary. Production and employment
Customers, including major steel producers, have in the past
should increase moderately. According to the IMF, the
experienced and may again experience downturns or financial
Eurozone will grow by 1.3% in 2019 and 1.5% in 2020. The
distress that could adversely impact the Company.
upturn is continuing in Germany. Capacity utilization is high,
growing only slightly despite investment, and the shortage of Pricing for graphite electrodes has historically been cyclical and
skilled professionals is putting increasing limits on growth. current prices are relatively high, however, the price of graphite
Private consumption and building investment remain robust. electrodes may decline in the future. The performance of the
However, for 2019, the IMF estimates growth in Germany of Company is sensitive to economic conditions and a downturn
0.8% in 2019 and 1.4% in 2020. in economic conditions may adversely affect business. Global
For China, the IMF expects economic expansion to flatten graphite electrode overcapacity has adversely affected graphite
to 6.3% as a result of structural changes to favor domestic electrode prices in the past, and may adversely affect again in
demand, services and high technology. The negative effects the future, which could negatively impact sales, margins and
of China’s trade dispute with the US will also become profitability of the Company.
increasingly visible throughout the year. On the other Petroleum needle coke is the primary raw material used in
hand, China is managing by introducing various measures the production of graphite electrodes. Supply of petroleum
to support its domestic economy. Meanwhile, India and the needle coke has been limited starting in the second half of
ASEAN-5 countries should continue to grow at roughly the 2017 as the demand has outpaced supply due to increasing
high rates of around 7.3% and 5.1% respectively. demand for production of lithium-ion batteries used in electric
With better economics of EAF steel as compared to BF vehicles. The performance of the Company is also dependent
route, coupled with its inherent advantages like low capital on the price and timely availability of petroleum needle coke.
requirement and low emission levels, it is expected that EAF Similarly the availability and price of other materials and
steel production will steadily grow. This has resulted in higher energy cost may impact the operations and/or margins of the
electrode demand during 2018-19. Company.
With its competitive cost structure and a well diversified Disproportionate increase in taxes and other levies imposed
customer base, the Company is well geared to enhance its periodically by the Central and State Governments, especially
17
Graphite India Limited
on essential inputs, may increase the cost of manufacture and (viii) Material developments in Human Resources /
reduce the profit margins. However implementation of Goods Industrial Relations front, including number of
and Service Tax (GST) is expected to bring in stability in this people employed
area. The HRD policies and practices focus on contemporary and
Exports to specific regions may get severely affected by trade pragmatic people centric initiatives, aligning those with
barriers in the form of crippling import duties or anti dumping business vision and objectives, which primarily help in
creating robust organisational structure and aims at optimum
duties or countervailing duties or sanctions as the case may
utilisation of resources.
be and our export volumes to specific markets could get
majorly affected by such protectionist/ restrictive impositions. The Training and Development Programmes encompassing the
Government of India’s withdrawal of Anti-Dumping Duty competency building initiatives amongst employees continue
on graphite electrodes from China in September, 2018 may to be an ongoing process. Besides, the leadership building
have negative impact on volume and price of electrodes in at senior and middle management level, the succession
the domestic market owing to increase of cheap imports into planning for critical positions continue to be a focus area. The
India. involvement of employees in the operational initiatives at the
manufacturing plants of the Company continues to be high.
The Company has a mixed exposure of exports and imports
The total number of permanent employees in the Company is
and is a net foreign exchange earner. So, volatility in foreign
1965 as on 31st March, 2019.
currency market directly impacts the company’s prospects.
Inherent natural hedge of various balancing exposures may The employee relations continue to be cordial and harmonious
mitigate the risk up to an extent. at all the locations of the Company.
the previous year and the Finance Cost increased to Rs. 11 Explanations :-
crore from Rs. 6 crore in the previous year. The Company has recorded the best ever performance during
Capital expenditure during the year amounted to Rs. 29 crore FY 2018-19, principally due to positive price movements in the
as against Rs. 50 crore in the previous year. electrode market witnessed during the year. The performance
has led to better credit terms with customers, improved
The Company is a net foreign exchange earner. liquidity ratios, impressive margins and return indicators, as
above. Increased working capital requirements has led to a
ICRA has reaffirmed the long term rating at [ICRA] ‘AA+’
higher debt equity ratio.
(pronounced ICRA double A plus) which indicates that
the outlook on the long term rating is stable. The short- Transaction of the Company with any person or entity
term debt programme rating has been reaffirmed at [ICRA] belonging to the promoter/promoter group which hold(s)
'A1+' (pronounced ICRA A one plus). This rating indicates 10% or more shareholding in the listed entity is given
below :-
highest-credit-quality. The retention of these ratings reflects
comfortable financial risk profile characterized by low gearing, Emerald Company Private Limited (ECPL) (An entity of the
strong coverage indicators and the financial flexibility promoter Group holding 61.20% of the share capital).
emanating from large liquid investment portfolio. 2018-19 2017-18
(Rs. Cr.) (Rs. Cr.)
Details of contingent liabilities are given in Note 35 to the
Dividend Paid 382.65 83.71
Financial Statements.
18
Directors’ Report
Pollution Matter – Bangalore and achieving operational synergies. The focus is on further
development and upgrading of standards/norms.
The Company in October 2018, decided to stop operations in
the Bengaluru plant by halting the furnaces in a sequential Subsidiary Companies
manner and accelerate the work of revamping of roof sheets
Carbon Finance Limited is a wholly owned Indian subsidiary.
in compliance with some observations of Karnataka State
Graphite International B.V. in The Netherlands is a wholly
Pollution Control Board (KSPCB). Pursuant to the inspection
owned overseas subsidiary Company which is the holding
by KSPCB officials KSPCB, on 15th December, 2018 renewed
company of four subsidiaries in Germany (viz) Graphite Cova
the “Consent to Operate” for a period up to 30th June, 2020
GmbH, Bavaria Electrodes GmbH, Bavaria Carbon Specialities
with condition to shift the unit from the existing location.
GmbH, Bavaria Carbon Holdings GmbH.
On 28th January, 2019, Principal Bench - National Green
Tribunal, Delhi (NGT) restored the KSPCB direction dated 30th The overseas subsidiaries recorded a turnover of Euro
June, 2012, and closure order dated 2nd July, 2012. Further, 161.28 Mn as compared to Euro 51.88 Mn in the previous
NGT directed constitution of a joint committee comprising year. The subsidiaries have performed well during the year
representatives of CPCB, KSPCB and NEERI, to carry out with favourable demand conditions and consequent increase
within two months stack monitoring of the industry, ambient in prices and have turned around to a profit of Euro 73.63
air monitoring of the industrial unit and surrounding areas mn as against Euro 14.86 mn in the previous year (including
and study on source apportionment of pollution sources. Graphite International B.V.).
Pursuant thereto, KSPCB withdrew consent for operations The Company earned by way of Royalty Rs. 17.86 crore during
and issued closure order dated 14th February, 2019. the year, as against Rs. 4.60 crore in the previous year, from
On 2nd April, 2019, the Board of Directors of the Company overseas subsidiary.
decided to permanently close operations in the Bengaluru Statement containing salient features of the financial
Plant in Whitefield within such time as is required by statements of subsidiaries is enclosed - Annexure 1
the Company to obtain appropriate consents, approvals,
The Consolidated Financial Statements of the Company along
authorizations and no objections. Closure application has
with those of its subsidiaries prepared as per Ind AS 110
been filed with Government of Karnataka and Company has
forms a part of this Annual Report.
also stopped the production activities at the plant. KSPCB on
8th April, 2019 sought five months time from NGT, to submit Associate Company
project report. KSPCB also informed NGT of the Company’s Graphite India Limited, through its wholly owned subsidiary,
decision to close down the Bengaluru plant permanently. NGT Graphite International B.V. has signed an agreement for
took note of the above and felt that there was no necessity for investment of up to USD 18.59 million in General Graphene
calling for any further report in this regard and disposed off all Corporation, USA to acquire approximately 46% stake in it.
the appeals filed before it. Till 31st March 2019, investment of USD 7.59 million has
As Company has been debottlenecking its capacity in been made in the above company which constitute 26.68%
Durgapur and Nashik factory, closure of Bengaluru plant will stake.
not affect its overall capacity. General Graphene Corporation is involved in development of
Graphene sheets for commercial applications. The investment
Research and Development
will be made in multiple tranches based on achievement
The Company’s commitment towards R & D, its continual of agreed milestones in the process of development and
improvement, development of technology and import establishing manufacturing capabilities for the commercial
substitution of materials is in line with the Government of production of Graphene sheets. Graphene is a two dimensional
India’s ‘Make in India’ policy and has consistently supported sheet of pure carbon structure in a single layer of carbon
the Company in becoming one of the “best in quality and low atoms and though it is chemically identical to both graphite
in cost” producers of graphite electrode and carbon material. and diamond, it is remarkably different. It is a very versatile
material with its key properties being the strongest, thinnest
R&D initiatives are in the area of new product development,
and lightest material known. It is also more conductive, both
raw materials, productivity, process development, reduction
thermally and electrically, than any other material and known
in carbon emission etc.
to be corrosion resistant and Impermeable.
Continuous efforts are made to develop import substitute Some of the potential applications of this material include
materials for Aeronautical, Aerospace, Railway and other Electronics like touch screens; Medicine and bio electric
industrial applications. Continual process development sensory devices; Filtration e.g. Low cost desalination;
activities are towards producing superior version of carbon Composite materials; Energy storage and Aerospace.
brake pads for aircrafts and helicopters.
The investment in General Graphene Corporation is being
These R&D efforts were continuous and by bench marking done with the objective of entering a high technology business
the operational efficiencies of manufacturing facilities at with excellent prospects, subject to successful commercial
different locations, steps were taken for process improvement development. The investment does not fall within related
19
Graphite India Limited
party transaction and none of Graphite's promoter / promoter risk mitigation reports / Operations Report. There are
group / group companies have interest in General Graphene no current risks which threaten the existence of the
Corporation. No regulatory approvals are required. Company.
The investments in General Graphene Corporation is j. Corporate Social Responsibility (CSR)
accounted for using the equity method as per Ind AS 28.
As part of its CSR activities, the Company has initiated
No Company has ceased to be a subsidiary of the Company projects aimed at promoting education, employment
during the year. enhancing vocational skills and livelihood enhancement
projects and healthcare initiatives through B D Bangur
Audit Committee
Endowment and autism related projects through Amrit
The Audit Committee was reconstituted on 30th March 2019 Somani Memorial Trust. The CSR policy has been
with Mr. N. Venkataramani as its Chairman, Mr. Gaurav displayed on company website www.graphiteindia.com
Swarup and Mr. A. V. Lodha as its members. Prior to the and can be viewed on http://www.graphiteindia.com/
said date the Committee comprised Mr. A. V. Lodha as its View/ investor_relation.aspx
Chairman, Dr. R. Srinivasan, Mr. N. Venkataramani and Mr.
The CSR annual report for the year ended 31st March,
J. D. Curravala as its members. The reconstitution became
2019 is attached separately and forms part of this report
necessary due to change in status of Mr. A. V. Lodha as
- Annexure 7
non-independent Director and cessation of term of Dr. R.
Srinivasan who desired not to be re-appointed at the end of k. Formal annual evaluation has been made by the Board
the five year term on 31st March 2019. of its own performance and that of its Committees
and individual directors on the basis of a set of
Information pursuant to Section 134 of the Companies
criterias framed and approved by the Nomination and
Act, 2013
Remuneration Committee / Board.
a. Extract of the annual return as provided under Section
l. The Company has adopted a Vigil Mechanism which
92 (3) of Companies Act, 2013 is enclosed - Annexure 2
has been posted on the Company’s website and can
b. Four meetings of the Board of Directors of the Company be viewed on http://www.graphiteindia.com/View/
were held during the year on 11th May 2018, 6th August investor_relation.aspx
2018, 6th September 2018 and 6th February 2019.
m. The Company does not accept deposits from public.
c. All the Independent Directors of the company have
n. There were no significant and material orders passed by
furnished declarations that they satisfy the requirement
the regulators or courts or tribunals impacting the going
of Section 149 (6) of the Companies Act, 2013.
concern status and company's operations in future.
d. Relevant extracts of the Company’s policy on directors
Disclosures pursuant to Section 197(12) of Companies
appointment and remuneration including criteria
Act, 2013 read with Rule 5(1), Rule 5(2) and Rule 5(3) of
for determining qualifications, positive attributes,
Companies (Appointment & Remuneration of Managerial
independence of a director and other matters provided
Personnel) Rules 2014 are contained in Annexures 8
in section 178(3) of Companies Act, 2013 is enclosed -
and 9.
Annexure 3
o. Dividend Distribution Policy is enclosed - Annexure
e. There is no qualification, reservation or adverse remark
10. The same can also be viewed on http://www.
or disclaimer made by the statutory auditor in his audit
graphiteindia.com/View/investor_relation.aspx
report and by Company Secretary in practice in the
secretarial audit report and hence no explanations or DIRECTORS
comments by the Board are required.
The five year term of office of Mr. P. K. Khaitan, Mr. N. S.
f. Particulars of loans, guarantees or investments under Damani, Mr. A. V. Lodha and Mr. N. Venkataramani as
Section 186 of Companies Act, 2013 is enclosed - Independent Directors of the Company expired on 31st
Annexure 4 March, 2019. The Board of Directors (Board) in the meeting
g. Particulars of contracts or arrangements with related held on 6th February 2019, on the recommendation of the
parties referred to in Section 188(1) of Companies Act, Nomination and Remuneration Committee (NRC) re-appointed
2013 is enclosed - Annexure 5 them as Independent Directors for a second consecutive term
of five years from 1st April 2019 up to 31st March, 2024
h. Details of conservation of energy, technology absorption, (subject to approval of the members of the Company). Since
foreign exchange earnings and outgo as prescribed Mr. P. K. Khaitan was over seventy five years, the Company
vide Rule 8(3) of Companies (Accounts) Rules 2014 is prior to 31st March, 2019, through a postal ballot obtained
enclosed - Annexure 6 members approval for his re-appointment. Approval from the
i. Risk management policy has been developed and members for re-appointment of Mr. N. S. Damani and Mr.
implemented. The Board is kept informed of the risk N. Venkataramani is being obtained in the ensuing annual
mitigation measures being taken through half yearly general meeting (AGM).
20
Directors’ Report
Mr. J. D. Curravala is a non executive non Independent a true and fair view of the state of affairs of the Company
Director of the Company. Since he was also over 75 years, at the end of the financial year and of the profit and loss
the Company prior to 31st March, 2019, through a postal of the Company for that period;
ballot obtained members approval for his continuance as a
(c) The directors have taken proper and sufficient care
Director from 1st April, 2019 till the date he retires by rotation
for the maintenance of adequate accounting records
at the ensuing AGM. Being eligible, he offers himself for re
in accordance with the provisions of this Act for
appointment in the ensuing AGM.
safeguarding the assets of the company and for
Mr. A. V. Lodha who was an Independent Director, informed preventing and detecting fraud and other irregularities;
vide letter dated 22nd March, 2019 of his non fulfillment
(d) The directors have prepared the annual accounts on a
of requirements prescribed under Companies Act, 2013 for
going concern basis;
being classified as an Independent Director. The Board took
note that he ceased to be an Independent Director and his (e) The directors, have laid down internal financial controls
designation stood changed as non Executive non Independent to be followed by the company and that such internal
Director from 22nd March, 2019 up to 31st March, 2019. financial controls are adequate and were operating
The Board on 30th March, 2019 rescinded its decision to effectively; and
re-appoint Mr. A. V. Lodha as Independent Director for a (f) The directors have devised proper systems to ensure
period of 5 years from 01st April, 2019 and appointed Mr. compliance with the provisions of all applicable laws
A. V. Lodha as an Additional Director (non executive non and that such systems were adequate and operating
independent) from 1st April, 2019 to hold office till the date effectively.
of the ensuing AGM. Notice has been received from a member
Corporate Governance Report
proposing name of Mr. A. V. Lodha for the office of director
of the Company. The NRC and Board have recommended the A Report on Corporate Governance along with a Certificate
said proposal for approval of the members of the Company in of Compliance from the Auditors forms part of this Report -
the ensuing AGM. Annexure 11
Dr. R. Srinivasan, whose term as an Independent Director Business Responsibility Report (BRR)
of the company ended on 31st March, 2019 informed the The Listing Regulations mandate the inclusion of the BRR
Company that in view of his advancing age, he wished to as part of Annual Report for top 500 listed entities based
retire as an Independent Director of the Company at the end on market capitalisation. In compliance with the Listing
of the said term. The Board accepted his request and placed Regulations, we have incorporated BRR into our Annual
on record their sincere appreciation of the services rendered Report. Annexure 12
by Dr. Srinivasan during his long tenure as a director of the
Company. Auditors
The term of office of Mr. M. B. Gadgil as ‘Whole time Director’ S. R. Batliboi & Co. LLP, Chartered Accountants, were
designated as Executive Director expires on 30th June 2019. appointed as Auditors of the Company, for a period of five (5)
The Board, on the recommendation of the NRC have, subject years at the 42nd AGM held on 4th August, 2017. They have
to approval of members of the company re-appointed him confirmed that they are not disqualified from continuing as
for a further period of 1 year from 1st July 2019. Members’ Auditors of the Company.
approval is being sought in the ensuing AGM. Cost Auditors
No director is related inter-se to any other director of the The Company had appointed following Cost Auditors for FY
Company. 2018-19 who conducted cost audit in respect of accounts and
Recognition/Award records made and maintained by the Company as required
u/s 148(1) of Companies Act, 2013 as detailed below –
The Company has received Asia’s ‘Best Under a Billion 2018’
award from Forbes Asia. Shome & Banerjee Electrode plants at Durgapur,
Bangalore including captive
The Company continues to enjoy the status of a Star Trading power generation facilities and
House. 1.5 MW Link Canal Power plant
at Mandya.
DIRECTORS’ RESPONSIBILITY STATEMENT
Deodhar-Joshi & Electrode, IGE and GRP plants at
Pursuant to the provisions of Section 134(5) of the Companies Associates Nashik including captive power
Act, 2013, the Directors state that- generation facility.
B G Chowdhury & Co. Coke division at Barauni
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed; N Radhakrishnan & Co. Powmex Steels division at
Titilagarh
(b) The directors have selected such accounting policies
and applied them consistently and made judgments and Consolidated Cost Audit Report for FY 2017-18 was filed with
estimates that are reasonable and prudent so as to give the Ministry of Corporate Affairs, Government of India, on 17th
21
Graphite India Limited
August, 2018. The said Cost auditors have been appointed to the Sexual Harassment of Women at Workplace (Prevention,
conduct cost audit for the same divisions as mentioned above Prohibition and Redressal) Act 2013.
for FY 2019-20.
Acknowledgement
Secretarial Audit/Compliance Report
Your directors place on record their appreciation of the
Secretarial Audit Report and Secretarial Compliance Report for assistance and support extended by all government authorities,
FY 2018-19 received from M/s. P. S. & Associates, Practicing financial institutions, banks, consultants, solicitors and
Company Secretaries are annexed herewith - Annexure 13 shareholders of the Company. The directors express their
and 14 appreciation of the dedicated and sincere services rendered
Secretarial Standards by employees of the Company.
The Company has complied with the provisions relating to Kolkata K. K. Bangur
the constitution of Internal Complaints Committee under May 18, 2019 Chairman
22
Annexure to the Directors’ Report
Annexure 1
Part - “A”
Form AOC - 1
{Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014}
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A” : Subsidiaries
Figures in Eur’000
Figures in Rs. Crores
Sl. Name of the Reporting Share Reserves Total Total Investments Turnover Profit Provision for Profit Proposed % of
No. Subsidiary Currency Capital & Surplus Assets Liabilities before Taxation/ after Dividend shareholding
Taxation (Write back) Taxation
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14)
Carbon Finance
1 INR 5.30 54.84 14.74 0.05 45.45 4.38 3.94 0.77 3.17 - 100%
Limited, India
2 Graphite EURO 17,300.00 9,513.87 27,165.87 352.00 - 9,717.86 9,406.14 522.32 8,883.82 -
International
100%
B.V., The
INR 134.49 73.96 211.19 2.74 - 75.55 73.12 4.06 69.06 -
Netherlands
3 Graphite COVA EURO 16,320.00 60,268.91 1,22,941.32 46,352.41 - 1,62,082.50 99,636.18 27,823.62 71,812.56 -
GmbH, Germany 100%
INR 126.87 468.53 955.75 360.35 - 1,260.03 774.57 216.30 558.27 -
4 Bavaria EURO 100.00 3,288.03 8,119.49 4,731.46 - 20,011.40 419.93 144.88 275.05 -
Electrodes 100%
GmbH, Germany INR 0.78 25.56 63.12 36.78 - 155.57 3.26 1.12 2.14 -
5 Bavaria Carbon EURO 100.00 2,564.12 3,333.30 669.18 - 6,847.49 286.59 100.74 185.85 -
Specialities 100%
GmbH, Germany INR 0.78 19.93 25.91 5.20 - 53.23 2.22 0.78 1.44 -
6 Bavaria Carbon EURO 275.00 301.24 1,701.05 1,124.81 - 601.75 (54.56) (16.85) (37.71) -
Holdings GmbH, 100%
Germany INR 2.14 2.34 13.22 8.74 - 4.68 (0.42) (0.13) (0.29) -
Note : 1. The reporting period of all the subsidiaries is the same as that of the Holding Company.
2. Exchange Rate as on the last date of the Financial Year, i.e. 31st March, 2019 has been taken @ 1 Eur= Rs.77.74
Part - “B”
Form AOC - 1
{Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014}
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Sl Name of Latest Date on No. of shares Amount of Extent of Description Reason why Net worth Profit /(Loss) for the year
No Associate audited which the held by the Investment Holding of how there the associate attributable to
Balance Associate Company in in Associate (in %) is significant is not shareholding Considered in Not
Sheet Date was Associate on influence consolidated as per latest Consolidation Considered in
associated or the year end audited Consolidation
acquired balance sheet
1 General 31-Mar- 31-Aug- 469,842 7,979.67 26.68% Extent No Control 1,219.76 (1,460.98) –
Graphene 2019 2018 Series B of equity exists
Corporation, Preferred holding
USA Stock in the
associate
company
exceeds
20%
23
Graphite India Limited
Annexure 2
Form No. MGT 9
EXTRACT OF ANNUAL RETURN as on financial year ended 31st March, 2019
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
i) CIN L10101WB1974PLC094602
ii) Registration Date 2nd May, 1974
iii) Name of the Company Graphite India Limited
iv) Category / Sub-category of the Company Public Company / Limited by shares
v) Address of the Registered office and contact details 31, Chowringhee Road, Kolkata 700016
Phone : 033 - 40029600
Fax : 033 - 40029676
E-mail : gilro@graphiteindia.com
vi) Whether listed company Yes
vii) Name, Address and Contact details of Link Intime India Pvt. Ltd.
Registrar and Transfer Agents, if any C 101, 247 Park,
LBS Marg, Vikhroli (W) Mumbai 400083
Phone : 022-49186270
Fax : 022-49186060
E-mail : rnt.helpdesk@linkintime.co.in
Holding /
Sl. % of Shares Applicable
Name and address of the Company CIN / GLN Subsidiary/
No. held Section
Associate
1 Emerald Company Pvt. Ltd. U99999WB1940PTC12811 Holding 61.20 2(46)
31, Chowringhee Road, Kolkata 700 016
2 Carbon Finance Ltd. U51909WB1992PLC055850 Subsidiary 100 2(87)(ii)
31, Chowringhee Road, Kolkata 700016
3 Graphite International B V – Subsidiary 100 2(87)(ii)
Schiphol Boulevard 231, 1118BH
Schiphol, The Netherlands
4 Graphite COVA Gmbh, Grünthal 1-6, – Subsidiary 100 2(87)(ii)
D-90552 Röthenbach an der Pegnitz
5 Bavaria Electrodes Gmbh, Grünthal 1-6, – Subsidiary 100 2(87)(ii)
D-90552 Röthenbach an der Pegnitz
6 Bavaria Carbon Specialities Gmbh, – Subsidiary 100 2(87)(ii)
Grünthal 1-6, D-90552 Röthenbach an
der Pegnitz
7 Bavaria Carbon Holdings Gmbh, Grünthal – Subsidiary 100 2(87)(ii)
1-6, D-90552 Röthenbach an der Pegnitz
8 General Graphene Corporation – Associates 26.68 2(6)
24
Annexure to the Directors’ Report
25
Graphite India Limited
26
Annexure to the Directors’ Report
*Note : These Promoter shareholder/s had around 1994-95 sold shares of Graphite Vicarb India Limited (GVIL) in the physical mode, GVIL
was amalgamated with GIL., Pursuant there-to in June,1995 equity shares of GIL was allotted to GVIL shareholders. The purchasers of some
GVIL shares as mentioned above did not lodge the shares for transfer. As a result, 2255 shares of GIL allotted against the said un-lodged
physical shares of GVIL still appeared in the said promoter names. Since 7 years dividend has now remained outstanding on said shares,
these shares have been transferred to IEPF in November, 2018
IV (iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters)
Sl. Name & type of transaction Shareholding at the Transactions during Cumulative shareholding
No. beginning of the year the year at end of the year
01.04.2018 31.03.2019
No. of shares % of total Date of No. of shares No of shares % of total
held shares of the transaction held shares of the
company company
1 L AND T MUTUAL FUND TRUSTEE 8440595 4.3202 8440595 4.3202
LTD-L AND T INDIA VALUE FUND
Transfer 06 Apr 2018 75000 8515595 4.3586
Transfer 13 Apr 2018 50000 8565595 4.3842
Transfer 25 May 2018 425600 8991195 4.602
Transfer 01 Jun 2018 50000 9041195 4.6276
Transfer 08 Jun 2018 300000 9341195 4.7811
Transfer 13 Jul 2018 21000 9362195 4.7919
27
Graphite India Limited
Sl. Name & type of transaction Shareholding at the Transactions during Cumulative shareholding
No. beginning of the year the year at end of the year
01.04.2018 31.03.2019
No. of shares % of total Date of No. of shares No of shares % of total
held shares of the transaction held shares of the
company company
Transfer 20 Jul 2018 31881 9394076 4.8082
Transfer 03 Aug 2018 21500 9415576 4.8192
Transfer 17 Aug 2018 -30386 9385190 4.8037
Transfer 21 Sep 2018 -709287 8675903 4.4406
Transfer 05 Oct 2018 298900 8974803 4.5936
Transfer 12 Oct 2018 50000 9024803 4.6192
Transfer 19 Oct 2018 62753 9087556 4.6513
Transfer 26 Oct 2018 112247 9199803 4.7088
Transfer 07 Dec 2018 -233503 8966300 4.5893
Transfer 14 Dec 2018 -72892 8893408 4.552
Transfer 25 Jan 2019 -238708 8654700 4.4298
Transfer 01 Feb 2019 -710721 7943979 4.066
Transfer 08 Feb 2019 -100000 7843979 4.0148
Transfer 15 Feb 2019 -1527346 6316633 3.2331
At the end of the year 6316633 3.2331
28
Annexure to the Directors’ Report
Sl. Name & type of transaction Shareholding at the Transactions during Cumulative shareholding
No. beginning of the year the year at end of the year
01.04.2018 31.03.2019
No. of shares % of total Date of No. of shares No of shares % of total
held shares of the transaction held shares of the
company company
Transfer 21 Sep 2018 44073 991089 0.5073
Transfer 29 Sep 2018 68874 1059963 0.5425
Transfer 05 Oct 2018 25161 1085124 0.5554
Transfer 19 Oct 2018 28286 1113410 0.5699
Transfer 02 Nov 2018 40629 1154039 0.5907
Transfer 09 Nov 2018 -63320 1090719 0.5583
Transfer 16 Nov 2018 90661 1181380 0.6047
Transfer 30 Nov 2018 53433 1234813 0.632
Transfer 07 Dec 2018 -17973 1216840 0.6228
Transfer 14 Dec 2018 28543 1245383 0.6374
Transfer 11 Jan 2019 5297 1250680 0.6401
Transfer 18 Jan 2019 7992 1258672 0.6442
Transfer 15 Feb 2019 -55223 1203449 0.616
Transfer 01 Mar 2019 76035 1279484 0.6549
At the end of the year 1279484 0.6549
29
Graphite India Limited
Sl. Name & type of transaction Shareholding at the Transactions during Cumulative shareholding
No. beginning of the year the year at end of the year
01.04.2018 31.03.2019
No. of shares % of total Date of No. of shares No of shares % of total
held shares of the transaction held shares of the
company company
Transfer 27 Jul 2018 -63975 572052 0.2928
Transfer 31 Aug 2018 10000 582052 0.2979
Transfer 29 Sep 2018 90000 672052 0.344
Transfer 05 Oct 2018 16143 688195 0.3522
Transfer 12 Oct 2018 13857 702052 0.3593
Transfer 19 Oct 2018 -89052 613000 0.3138
Transfer 02 Nov 2018 25000 638000 0.3266
Transfer 09 Nov 2018 15000 653000 0.3342
Transfer 16 Nov 2018 -84149 568851 0.2912
Transfer 23 Nov 2018 -53329 515522 0.2639
Transfer 30 Nov 2018 -22541 492981 0.2523
Transfer 14 Dec 2018 17768 510749 0.2614
Transfer 21 Dec 2018 25000 535749 0.2742
Transfer 28 Dec 2018 50000 585749 0.2998
Transfer 04 Jan 2019 70000 655749 0.3356
Transfer 11 Jan 2019 40000 695749 0.3561
Transfer 18 Jan 2019 17871 713620 0.3653
Transfer 25 Jan 2019 30000 743620 0.3806
Transfer 01 Feb 2019 117418 861038 0.4407
Transfer 08 Feb 2019 90141 951179 0.4868
Transfer 15 Feb 2019 70000 1021179 0.5227
Transfer 22 Feb 2019 30000 1051179 0.538
At the end of the year 1051179 0.538
30
Annexure to the Directors’ Report
V INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Rs. in Crores
Secured Loans Unsecured Deposits Total
excluding Loans Indebtedness
deposits
Indebtedness at the beginning of the financial year
(01/04/2018)
i) Principal Amount 94.53 60.77 – 155.30
ii) Interest due but not paid – 0.09 – 0.09
iii) Interest accrued but not due – – – –
Total (i + ii + iii) 94.53 60.86 – 155.39
Change in Indebtedness during the financial year
- Increased/(Reduction) 58.52 146.63 – 205.14
Indebtedness at the end of the financial year
(31/03/2019)
i) Principal Amount 153.05 206.55 – 359.59
ii) Interest due but not paid – 0.94 – 0.94
iii) Interest accrued but not due – –
Total (i + ii + iii) 153.05 207.49 – 360.53
31
Graphite India Limited
Rs. in Crores
Sr. Particulars of Remuneration Name of MD/WTD/ Total Amount
No. Manager
Mr. M. B. Gadgil -
Whole-time Director
1 Gross Salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act,1961 1.23 1.23
(b) Value of perquisites u/s 17(2) Income-tax Act,1961 0.21 0.21
(c) Profits in lieu of salary under section 17(3) Income -tax Act,1961 – –
2 Stock Option – –
3 Sweat Equity – –
4 Commission - as % of Profit-Others, please specify 4.00 4.00
5 Others, please specify 0.22 0.22
Total (A) 5.66 5.66
Ceiling as per the Act 193.99 193.99
32
Annexure to the Directors’ Report
Annexure 3
NOMINATION AND REMUNERATION POLICY
The objectives of this Policy include the following :
• to lay down criteria for identifying persons who are qualified to become Directors;
• to formulate criteria for determining qualification, positive attributes and independence of a Director;
• to determine the composition and level of remuneration, including reward linked with the performance, which is
reasonable and sufficient to attract, retain and motivate Directors and KMP, to work towards the long term growth
and success of the Company
• to frame guidelines on the diversity of the Board;
DEFINITIONS
Unless the context requires otherwise, the following terms shall have the following meanings: “Director” means a Director of the
Company.
“Key Managerial Personnel” or “KMP” means-
(i) the Chief Executive Officer or the Managing Director or the Manager;
(ii) the Whole-time Director;
(iii) the Chief Financial Officer;
(iv) the Company Secretary; and
(v) such other officer as may be prescribed under the applicable law.
Criteria for identifying persons who are qualified to be appointed as a Director of the Company :
Section 164 of the Companies Act, 2013 (“Act”) provides for the disqualifications for appointment of any person to become
Director of any company. Any person who in the opinion of the Board of Directors (“Board”) is not disqualified to become a
Director, and in the opinion of the Board, possesses the ability, integrity and relevant expertise and experience, can be appointed
as Director of the Company.
Independent Directors :
For appointing any person as an Independent Director he/she should possess qualifications as mentioned in (A) the Act and the
Rules made thereunder (including but not limited to Section 149 of the Act and Rule 5 of The Companies (Appointment and
qualification of Directors) Rules, 2014); and (B) LODR.
Evaluation :
The Committee shall carry out evaluation of performance of every Director or KMP at regular interval and at least on a yearly
basis.
Evaluation of Directors :
In terms of Section 149 of the Act read with Schedule IV of the said Act the Independent Directors shall at its separate meeting
review the performance of non- independent Directors based on the parameters that are considered relevant by the Independent
Directors.
The Board as a whole shall evaluate the performance of Independent Directors. During such evaluation the Director being
evaluated shall be excluded from the meeting.
33
Graphite India Limited
Sitting Fees :
The Non-Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or its
committee within limits prescribed by the Central Govt.
BOARD DIVERSITY
With a view to achieving a sustainable and balanced development, the Company sees increasing diversity at the Board level as
an essential element in supporting the attainment of its strategic objectives and its sustainable development. The Company
while appointing may consider the following criteria; i.e. appoint those persons who possess relevant experience, integrity,
understanding, knowledge or other skill sets that may be considered by the Board as relevant in its absolute discretion, for the
business of the Company etc.
The Board shall have the optimum combination of Directors of different genders, from different areas, fields, backgrounds and
skill sets as may be deemed absolutely necessary.
The Board shall have members who have accounting or related financial management expertise and are financially literate.
Annexure 4
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Name of the Entity Nature of Relationship Amount Particulars of Loans, Guarantees and
(Rs. in Lakhs) Investments
Graphite International B.V. (GIBV) Wholly-owned Subsidiary 11,588 Fully Paid-up Shares.
Carbon Finance Limited Wholly-owned Subsidiary 3,004 Fully Paid-up Equity Shares
Graphite Cova GmbH Wholly-owned Subsidiary of GIBV 2,40,941 Guarantee given in favour of Loan &
Material taken by Graphite Cova GmbH
Sai Wardha Power Limited (Formerly No Relationship 248 Fully Paid-up Class A Equity Shares
Wardha Power Company Limited)
Sai Wardha Power Limited (Formerly No Relationship 312 Fully Paid-up 0.01% Class A Redeemable
Wardha Power Company Limited) Preference Shares
Greenko Wind Projects Private Limited No Relationship 12 Fully Paid-up Class A Equity Shares
34
Annexure to the Directors’ Report
Annexure 5
FROM AOC - 2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred
to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third
proviso thereto
Sl. Name of the related Nature of Duration of Salient features of Date(s) of approval Amount paid
No. party and nature of contracts / contracts / contracts / arrangements by the Board / as advances,
relationship arrangements / arrangements / / transactions, including Audit Committee if any
transactions transactions value, if any
(a) (b) (c) (d) (e) (f)
1 Graphite Cova GmbH, Sale of Goods Ongoing Rs.172.11 Crores 10th November, Nil
Wholly-owned Subsidiary 2014
2 Graphite Cova GmbH, Purchase of Ongoing Rs. 1.06 Crores 10th November, Nil
Wholly-owned Subsidiary Goods 2014
3 Graphite Cova GmbH, Royalty Income Ongoing Certain Percentage of sales 10th November, Nil
Wholly-owned Subsidiary of graphite electrodes 2014
including coated graphite
electrodes amounting to
Rs. 17.86 Crores
4 Graphite Cova GmbH, Guarantee Fee Valid up to 30th Certain Percentage of 10th November, Nil
Wholly-owned Subsidiary Received / September, 2020 Corporate Guarantee 2014
Receivable amount utilized amounting
to Rs. 0.56 Crores
5 Graphite Cova GmbH, Recoveries of Ongoing Rs. 0.05 Crores 10th November, Nil
Wholly-owned Subsidiary Claims 2014
6 Graphite Cova GmbH, Guarantee given Valid up to 30th Rs. 240.91 Crores 15th December, NA
Wholly-owned Subsidiary September, 2020 2014
Kolkata K. K. Bangur
May 18, 2019 Chairman
35
Graphite India Limited
Annexure 6
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
• Reduction in Specific energy consumption in the graphitization process through optimization of Firing code and
batch weight of the furnace.
• Adoption of zonal temperature control in place of total system control to avoid unwanted over heating of certain
zones.
• Phase wise replacement of existing low efficiency lamps with LED lamps.
• Commissioning of Effluent treatment plant and usage of treated water for gardening & misc. activity, reducing
consumption of raw water
• Decentralization of compressed air system with demand based compressed air units.
b) The steps taken by the company for utilizing alternate sources of energy
• Installed roof top Solar Panels (950 KW) to harness solar power to replace grid power.
• Started conducting feasibility study at other sites to harness more solar energy as an alternative to grid energy.
• Encouraging renewable energy generators (wind as well as Mini hydel) by purchasing power from them to replace
use of grid power.
• Decentralization of higher capacity Air Compressors with localized lower capacity air compressors for efficient
utilization of compressed air wherever applicable.
• Replacement office fluorescent tube lights & street lights with LED lights – phase wise
• Replacement of conventional pumps with High efficiency low energy consuming pumps.
• Conservation of resources. .
36
Annexure to the Directors’ Report
Annexure 7
ANNUAL REPORT (2018-2019) ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES
As prescribed under Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014
1. A brief outline of the Company’s CSR Policy, including overview of projects or programs proposed to be undertaken
and a reference to the web-link to the CSR Policy and projects or programs : As per the CSR Policy of the Company,
projects/activities would be carried out in the following areas -
(a) Eradicating hunger, poverty and malnutrition, promoting health care, sanitation and making available safe drinking
water.
(b) Promoting education, including special education and employment enhancing vocational skills especially among
children, women, elderly and the differently abled, and livelihood enhancement projects.
(c) Any other activity as permitted under the CSR rules.
The policy can be viewed on http://www.graphiteindia.com/View/investor_relation.aspx under the head “Corporate
Governance”.
2. The Composition of the CSR Committee : Mr. K K Bangur (Chairman), Mr. N Venkataramani and Mr. M B Gadgil.
3. Average net profit of the Company for last three financial years (2015-2016 to 2017-2018) : Rs. 524.66 Crore
4. Prescribed CSR expenditure (two per cent of the amount as in item 3 above) : Rs. 10.49 Crore
1 Promoting education Education, Andul, Durgapur & 3.50 1.45 – 3.48 Through B
among children vocation neighbouring villages D Bangur
& employment skills in West Bengal Endowment
enhancement and Nashik in
vocational skills. Maharashtra
2 Promoting Health care Kolkata & 1.00 0.19 – 0.62 – do –
healthcare Durgapur in
West Bengal
and Nashik in
Maharashtra
3 Low Cost Housing Rural Durgapur in West 0.75 0.59** – 0.68 – do –
project @, Water Development Bengal & Titilagarh
pumps, sanitation at Odisha
units, kitchen
garden, etc.
3 Autism related Healthcare, 20.00 20.00 – 20.00 Through
(setting up of Special Amrit Somani
vocational training education Memorial
centre and setting and Trust
up of “India Autism employment
Centre”) enhancing
vocational
skills
amongst
differently
abled
Sub-total 25.25 22.23 – 24.78
Overheads – 0.05 – 0.18
Total CSR spend 25.25 22.28 – 24.96
@ B D Bangur Endowment with Habitat for Humanity India Trust (for implementation)
37
Graphite India Limited
*Contribution of the Company lying unspent with BD Bangur Endowment as on 31.3.19 – Rs.0.01 Crore not included.
** Includes Rs. 1.66 lakhs spent for installation of 2 handpumps in Kanksa block – Titilagarh. Project not successful as water
stopped coming after a month due to rocky surface.
6. In case the Company has failed to spend two per cent of the average net profit of the last three financial years
or any part thereof, the Company shall provide the reasons for not spending the amount in its Board report :
Insignificant - will be spent in the next year.
7. The CSR Committee of the Company hereby confirms that the implementation and monitoring of CSR Policy, would be in
compliance with CSR objectives and Policy of the Company.
M B Gadgil K K Bangur
Executive Director Chairman of Corporate Social Responsibility Committee
Annexure 8
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT,
2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL) RULES, 2014
(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the
financial year 2018-19, ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the financial year 2018-19 are as under :
Sl. Name of the Director / KMP and Designation Remuneration % increase in Ratio of remuneration
No. of Director / Remuneration of each Director/ to
KMP for FY in the Financial median remuneration
2018-19 Year 2018-19 of employees
Rs. in Crores
1 Krishna Kumar Bangur (Non-Executive Chairman) 20.02 99.82% 251.08
2 Pradip Kumar Khaitan (Non-Executive Director) 0.12 25.77% 1.53
3 Nandan Surajratan Damani (Non-Executive Director) 0.11 29.41% 1.38
4 Aditya Vikram Lodha (Non-Executive Director) 0.15 22.22% 1.93
5 Raghavachari Srinivasan (Non-Executive Director) 0.14 10.48% 1.72
6 Jemi Dorabji Curravala (Non-Executive Director) 0.14 18.97% 1.73
Nayankankuppam Venkataramani (Non-Executive
7 0.27 22.94% 3.36
Director)
8 Gaurav Swarup (Non-Executive Director) 0.11 32.53% 1.38
9 Shalini Kamath (Non-Executive Director) 0.11 29.41% 1.38
10 Makarand Balachandra Gadgil (Whole-time Director) 5.66 40.81% 70.99
11 Sanjay Wamanrao Parnerkar (Chief Financial Officer) 0.53 39.47% Not Applicable
12 Shiva Balan (Company Secretary) 0.57 33.26% Not Applicable
(ii) During the financial year, the median remuneration of employees increased by 23.48%.
(iii) There were 1,965 permanent employees on the rolls of Company as on March 31, 2019.
(iv) Average percentage increase made in the salaries of employees other than managerial personnel in the last financial year
i.e. 2018-19 was 29.78% whereas the increase in the managerial remuneration for the same financial year was -79.18%.
(v) It is affirmed that the remuneration is as per the remuneration policy of the Company.
38
Annexure to the Directors’ Report
Annexure 9
STATEMENT PURSUANT TO RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION
OF MENAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF THE DIRECTORS’ REPORT FOR THE YEAR
ENDED 31ST MARCH, 2019.
(Rs. in Crores)
Sl. Name Remuneration Designation Nature of Qualification & Date of Age Last Employment Held
No. Employment Experience (Years) Commencement (Years)
of Employment
1 Mr. M. B. 5.66 Executive Director Contractual B.E.(Mech.), M.B.A. & (43 06.02.1978 66 Assistant Officer (Material
Gadgil Years) Planning) - Motor Industries
Company Ltd.
2 Mr. B. Shiva 0.57 Sr. Vice President Permanent B.Com., L.L.B., F.C.S. & 26.07.1993 60 Joint Secretary - Shree Digivijay
(Legal & Secretarial) & (41 Years) Cement Company Ltd.
Company Secretary
3 Mr. A. Dixit 0.55 President Permanent B. Tech(Mech), MBA & 13.11.2017 48 President - Usha Martin Limited
(26 Years)
4 Mr. A. K. 0.54 Sr. Vice President - Permanent B.E.( Elec), PGM (IIM - C) 18.01.2006 59 Head (Technical Marketing and
Dutta Marketing & (36 Years) Development) - Phoenix Yule
5 Mr. S. W. 0.53 Sr. Vice President - Permanent M.Com., L.L.B., F.C.S., 01.02.1994 56 Assistant Manager (Accounts
Parnerkar Finance F.C.M.A. & (37 Years) & Administration) - Stovec
Inds. Ltd.
6 Mr. J. S. 0.48 Assistant Vice Permanent B.E.(Mech) & (26 Years) 11.07.2017 49 Head (Operations) - HEG Ltd.
Khosla President - Works
(Satpur)
7 Mr S. P. 0.47 Vice President - I.G.E. Permanent B. Chem.(Engg.) & 24.02.1985 58 Management Traniee - Carbon
Kshatriya Divn. (34 Years) Corporation Ltd.
8 Mr. S. G. 0.46 Executive Vice Permanent M. Chem. Engg, 19.03.1990 51 Not Applicable
Khune President - Works I.C.W.A.(Intermediate),
(Durgapur) Total Quality Management
(6 months course) &
(29 Years)
9 Mr. N. S. 0.46 Executive Vice Permanent D.M.E., 10.10.1997 52 Assistant Manager (Mechanical
Deshpande President - Operations A.M.I.E.(Section B) & Maintenance) - LML Ltd.
(33 Years)
10 Ms. M. Saha 0.41 Vice President - IT Permanent M. Sc. (Stat) & (37 Years) 23.05.2005 62 General Manager - Tega
Industries Ltd.
Notes :
1 None of the above persons are realted to any Director, nor hold by themselves or along with their spouse and dependent
childern, two percent or more of the equity share of the Company.
2. There was no employee who was employed for a part of the financial year who was in receipt of remuneration at a rate
which, in the aggregate, was not less then Rs 0.09 Crore per month.
3. No employee drew remuneration at a rate in excess of that drawn by the WTD.
Annexure 10
DIVIDEND DISTRIBUTION POLICY
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”), the Company is required to
formulate a Dividend Distribution Policy which shall be disclosed in the annual report and on the company website.
The Board of Directors (“Board”) of Graphite India Limited (“Company”) has approved this Dividend Distribution Policy to comply
with these requirements.
The Company currently has only one class of shares, viz. equity, for which this policy is applicable. The policy is subject to review
if and when the Company issues different classes of shares.
The circumstances under which shareholders may expect dividend are based on the following factors:
• Current year profits and outlook in line with internal and external environment.
• Operating cash flows.
• Funding growth needs including working capital, capital expenditure, repayment of debt etc.
• Providing for unforeseen events and contingencies with financial implications.
• Any other relevant factor that the Board may deem fit to consider.
39
Graphite India Limited
The Board may declare interim dividend(s) as and when they consider it fit and recommend final dividend to the shareholders for
their approval in the general meeting of the Company.
In case the Board proposes not to distribute the profit; the grounds thereof and information on utilisation of the undistributed
profit, if any, shall be disclosed to the shareholders in the Annual Report of the Company.
This document does not solicit investments in the Company’s securities. Nor is it an assurance of guaranteed returns (in any
form), for investments in the Company’s equity shares.
Annexure 11
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, 2019.
The strength of the Board of Directors as on 31st March, 2019 was ten comprising the non-executive Chairman (promoter
director), one Executive Director, eight non-executive directors of whom six are independent. None of the directors are
related inter-se. In the opinion of the Board, the Independent Directors fulfil the conditions specified in these regulations
and are independent of management.
Details of other directorships in Listed companies with category of Company’s directors attached – Enclosure - 1
List of Core Skills / Expertise / Competencies of directors
A chart or matrix setting out the list of core skills / expertise / competencies identified by the Board of Directors as required
in the context of its business(es) and sector(s) for it to function effectively are as under :-
(1) Industry (a) Experience in and knowledge of the industry in which the Company operates
(b) Experience and knowledge of broader industry environment and business planning
Expertise in professional areas such as Technical, Accounting, Finance, Legal, Human
(2) Professional
Resources, Marketing, etc.
40
Annexure to the Directors’ Report
Experience as director of other companies, Awareness of their legal, ethical, fiduciary and
(3) Governance
financial responsibilities, Risk Assessment, Corporate Governance.
Knowledge and skills to function well as team members, effective decision making processes,
(4) Behavioural
integrity, effective communication, innovative thinking.
The aforesaid core skills/ expertise / competencies are available with the Board of the Company.
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 11th May, 2018, 06th August, 2018, 06th November
2018 06th February 2019. The requisite information as per Part A to Schedule II of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations, 2015”) has been made available to the
Board. The Board periodically has reviewed compliance reports of all laws applicable to the Company, and appropriate steps
taken by the Company, where applicable.
Attendance Record
Meeting
Name Position in the Audit Committee
Held Attended
N Venkataramani Chairman @ 4 4
A.V. Lodha# Member 4 4
Dr. R Srinivasan* Member 4 2
J D Curravala* Member 4 4
Gaurav Swarup ** Member – –
@ Became Chairman w.e.f. 30.03.2019
41
Graphite India Limited
All members are financially literate and persons of repute and erudition. Mr. A.V. Lodha is an expert in finance and
accounts.
The Executive Director and Sr. Vice President (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 11th May, 2018 to review and approve the draft annual accounts of financial
year 2017- 2018 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.
Mr. A V Lodha (the then Chairman) attended the last Annual General Meeting (AGM) held on 06th August, 2018
Meeting*
Name Position in NRC
Held Attended
P K Khaitan Chairman 3 3
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 internal 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 06th August, 2018 authorised the Board of Directors
of the Company to pay commission to non-executive directors exceeding 1% of net profits of the Company but within the
ceiling of 11% to all directors (including whole time director) for a period of five financial years w.e.f. 1st April, 2018.
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 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.
42
Annexure to the Directors’ Report
Details of remuneration paid / payable during the year by the Company and directors shareholdings (in individual capacity)*
Contract period of Mr. M B Gadgil, Executive Director – Five years from 1st July, 2014 with a notice period of three months
from either side.
Severance Fees Three months salary in lieu of notice
Stock Option No stock option has been given.
During the year, 62 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 22nd June,
2018, 28th September, 2018, 31st December, 2018 and 23rd March, 2019.
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
individually to the Company Secretary, Mr. B Shiva, and to the Asst. Company Secretary, Mr. S. Marda. The share transfers
are approved generally, once in a fortnight, the details of which are noted by the Board.
43
Graphite India Limited
Whether Special
AGM Details of Special Resolution
Resolution passed
43rd Yes (i) (i) Consent U/s 197 and other provisions of Companies Act, 2013 (“Act”)
given to Board of Directors to pay remuneration by way of commission at
its discretion to one or more or all the Directors, who are neither Managing
Directors nor Whole Time Directors of the Company along with managerial
remuneration payable to the Managing Director, Whole Time Director and
Manager in respect of any financial year to not exceed 11% of the net
profits of the Company for a period of five financial years commencing
from 01.04.2018.
(ii) Consent U/s 42 & 71 of Companies Act 2013 to issue of Non-convertible
Debentures/bonds upto Rs. 2000 crore for cash at par on private
placement basis.
42nd Yes (i) Consent U/s 42 & 71 of Companies Act 2013 to issue and allot Non-
Convertible Debentures/bonds upto Rs. 2000 Crores through private
placement in domestic/international Markets.
(ii) Adoption of new Articles of Association of the Company in substitution of
the regulations in the existing Articles of Association, pursuant to Section
14 of Companies Act 2013.
41st Yes Consent u/s 42 of Companies Act, 2013 to issue and allot Non-Convertible
Debentures on private placement basis upto aggregate limit of Rs. 500 crore.
Special Resolutions pertaining to the 43rd AGM mentioned above were passed through e-voting process. Facility to members
attending the AGM to vote through physical ballot forms was also provided. Ms. Swati Bajaj, Partner, PS & Associates,
Kolkata was appointed as the Scrutinizer for the purpose of scrutinizing the entire voting process and ascertaining the
results. Details of voting pattern are as under –
44
Annexure to the Directors’ Report
Item Brief Description of Total Votes in Favour Total Votes cast No. of votes abstained Total no of
No. Resolution(s) against Valid Votes
No of % of No of % of No of % of votes (Excludes
shares votes shares votes shares invalid votes)
1. Special Resolution for Re- 139319457 93.33 9917512 6.64 32832 0.03 149269801
appointment of Mr. P K
Khaitan as a Non-Executive
Independent Director from
1stApril 2019 till 31st March
2024.
2. Special Resolution for 145441049 97.44 3828726 2.56 26 0.00 149269801
Continuance of Mr. J D
Curravala as a Non-
Executive Non-Independent
Director from1st April 2019
till date of the next AGM of
the Company.
Ms. Swati Bajaj, Partner, PS & Associates, Kolkata was appointed as the Scrutinizer for the purpose of carrying out the
entire Postal Ballot exercise.
In the forthcoming AGM, there is no special resolution on the agenda that needs approval through postal ballot.
Resume and other information regarding the director seeking reappointment as required under Regulation 36 (3) of Listing
Regulations, 2015 has been given in the Notice of the Annual General Meeting annexed to this Annual Report.
VII Disclosure
A. A. The Company has significant related party transactions with Graphite Cova Gmbh (wholly owned step down German
subsidiary), where pricing is arrived at accordance with 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 Indian Accounting Standard (Ind AS) 24 on Related
Party Disclosures specified under the Companies Act, 2013 disclosed in Note No. 40 of the Standalone Financial Statements
for the year ended 31st March, 2019 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 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”.
45
Graphite India Limited
The Company has a separate e-mail ID investorgrievance@graphiteindia.com for investors to intimate their grievances, if any.
The Senior Management of the Company had met institutional investors in a series of 1x1/ group meetings as detailed hereunder:-
46
Annexure to the Directors’ Report
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.
AGM Date, Time and Venue 3rd day of July 2019 at 10.30 a.m. at Shripati Singhania Hall, Rotary
Sadan, 94/2 Chowringhee Road, Kolkata - 700 020 (Near Rabindra Sadan
Metro Station)
Financial Year 1st April to 31st March
Date of Book Closure Saturday 22nd June 2019 to Friday 28th June 2019 (both days inclusive)
Dividend Payment Date By 15th July ,2019
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, 2019 to March,
2020 to BSE & NSE.
Stock Code 509488 on BSE
GRAPHITE on NSE
Demat ISIN Number for NSDL and CDSL INE 371A01025
High, Low of market price of the Company’s shares traded on National Stock Exchange of India Limited is furnished below :
Period High (Rs.) Low (Rs.) Period High (Rs.) Low (Rs.)
April, 2018 783.50 615.65 October, 2018 1,062.00 765.00
May, 2018 907.80 692.40 November, 2018 1,034.40 918.00
June, 2018 866.60 723.75 December, 2018 945.00 702.30
July, 2018 1,027.40 857.95 January, 2019 799.00 458.30
August, 2018 1,127.00 965.10 February, 2019 622.10 395.10
September, 2018 1,045.00 781.00 March, 2019 482.40 446.90
NIFTY 500
Period High (Rs.) Period High (Rs.)
April, 2018 9503.6 October, 2018 9185.50
May, 2018 9531.65 November, 2018 9134.35
June, 2018 9423.2 December, 2018 9258.35
July, 2018 9657.6 January, 2019 9206.05
August, 2018 10027 February, 2019 9179.75
September, 2018 10049.85 March, 2019 9667.45
The shares of the Company were not suspended from trading at any time during the year.
47
Graphite India Limited
Registrar and Share Transfer Agents Link Intime India Pvt. Ltd.
(For both Demat and Physical modes) C101, 247 Park
LBS Marg, Vikroli (W), Mumbai - 400 083
Phone: 022-49186270, Fax : 022- 49186060
E-mail: rnt.helpdesk@linkintime.co.in
Share Transfer System All the transfers received are processed by the Registrar and Transfer Agents and are
approved by the Company Secretary/Asst Company Secretary, who were severally
authorised by the Board of Directors in this regard.
Share Transfers are registered and returned within fifteen days from the date of
lodgement, if documents are complete in all respects
48
Annexure to the Directors’ Report
There is no hedging mechanism for company’s material inputs as well as finished products in terms of price. The suppliers
of Calcined Petroleum Needle coke (which is the key input) usually resort to annual quantity contract which is subject to the
pricing to be discussed and mutually agreed on quarterly / half yearly basis. Therefore, it is not practically possible to provide
data as per SEBI’s format in this regard. The pricing of electrodes (which is the key finished product) is usually fixed at the time
of procuring order and do not vary in normal circumstances. Hence the risk is not material.
Company usually has foreign exchange exposure in the form of export receivables and payables for import, foreign currency
loans and certain expenditure. The foreign currency exposures usually gets balanced and the resultant net asset / liability is not
material. The position of unhedged currency wise foreign exchange risk exposure as on 31.3.2019 is incorporated in note no.42
to the standalone financial statements.
Credit Ratings
ICRA Ltd. has vide his letter dated April 26, 2019.
Reaffirmed the long term rating outstanding for Rs. 720 Crore Line of Credit of the Company at [ICRA] AA+ (pronounced ICRA
double A plus) and assigned a long-term rating of [ICRA] AA+(pronounced ICRA double A plus) to the additional limit of Rs. 280
Crore. The Outlook on the long term rating is stable.
Reaffirmed the short-term rating outstanding for the Rs. 720 Crore Line of Credit at [ICRA]A 1+(pronounced ICRA A one plus) and
assigned a short-term rating of [ICRA]A1+(pronounced ICRA A one plus) to the additional limit of Rs. 280 Crore.
Previous ratings for Commercial Paper of Rs. 70 Crore and NCDs of Rs. 100 Crore were withdrawn on our request since there
were no out standings there against.
Plant Locations
49
Graphite India Limited
Link Intime India Pvt. Ltd., Link Intime India Pvt. Ltd.
C-101, 247 Park, LBS Marg, Vikroli (W) 59C, Chowringhee Road, 3rd Floor
Mumbai - 400 083 Kolkata - 700 020
Phone: 022-49186270 Phone: 033-22890540
Fax: 022-49186060 Fax: 033-22890539
E-mail: rnt.helpdesk@linkintime.co.in E-mail: kolkata@linkintime.co.in
Kolkata K. K. Bangur
May 18, 2019 Chairman
Declaration
All the Board Members and the Senior Management Personnel have as on 31.03.19 affirmed their compliance of the “Code of
Conduct for Directors and Senior Management Personnel dated 09.05.2014”.
Kolkata M B Gadgil
May 18, 2019 Executive Director, Graphite India Limited
50
Annexure to the Directors’ Report
Enclosure - 1
Enclosure - 2
I, Swati Bajaj, Partner of PS & Associates, Practising Company Secretaries do hereby certify that none of the directors on the
board of Graphite India Limited have been debarred or disqualified from being appointed or from continuing as directors of
Companies by the Securities and Exchange Board of India or Ministry of Corporate Affairs or any such statutory authority to the
best of my knowledge.
This certificate is being issued as per Schedule V under Regulation 34(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015.
(Swati Bajaj)
Partner Place : Kolkata
C.P.No.: 3502, ACS:13216 Date : 02/05/2019
51
Graphite India Limited
Independent Auditor’s Report on compliance with the conditions of Corporate Governance as per provisions
of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015
1. The Corporate Governance Report prepared by Graphite India Limited (hereinafter the “Company”), contains details as
required by the provisions of Chapter IV of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (“the Listing Regulations”) (‘Applicable criteria’) with respect to Corporate
Governance for the year ended March 31, 2019. This report is required by the Company for annual submission to the Stock
exchanges and to be sent to the Shareholders of the Company.
Management’s Responsibility
2. The preparation of the Corporate Governance Report is the responsibility of the management of the Company including
the preparation and maintenance of all relevant supporting records and documents. This responsibility also includes the
design, implementation and maintenance of internal control relevant to the preparation and presentation of the Corporate
Governance Report.
3. The management along with the Board of Directors are also responsible for ensuring that the Company complies with the
conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and Exchange Board
of India.
Auditor’s Responsibility
4. Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in the form
of an opinion as to whether the Company has complied with the specific requirements of the Listing Regulations referred to
in paragraph 3 above.
5. We conducted our examination of the Corporate Governance Report in accordance with the Guidance Note on Reports or
Certificates for Special Purposes (Revised) and the Guidance Note on Certification of Corporate Governance, both issued by
the Institute of Chartered Accountants of India (“ICAI”). The Guidance Note on Reports or Certificates for Special Purposes
(Revised) requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered
Accountants of India.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information and Other Assurance and Related Services
Engagements.
7. The procedures selected depend on the auditor’s judgement, including the assessment of the risks associated in compliance
of the Corporate Governance Report with the applicable criteria. Summary of key procedures performed include :
i. Reading and understanding of the information prepared by the Company and included in its Corporate Governance
Report;
ii. Obtained and verified that the composition of the Board of Directors w.r.t executive and non-executive directors has
been met throughout the reporting period;
iii. Obtained and read the Directors Register as on March 31, 2019 and verified that atleast one women director was on
the Board during the year;
iv. Obtained and read the minutes of the following committee meetings held between April 1, 2018 to March 31, 2019:
52
Annexure to the Directors’ Report
v. Obtained necessary representations and declarations from directors of the Company including the independent
directors; and
vi. Performed necessary inquiries with the management and also obtained necessary specific representations from
management.
The above-mentioned procedures include examining evidence supporting the particulars in the Corporate Governance
Report on a test basis. Further, our scope of work under this Report did not involve us performing audit tests for
the purposes of expressing an opinion on the fairness or accuracy of any of the financial information or the financial
statements of the Company taken as a whole.
Opinion
8. Based on the procedures performed by us as referred in paragraph 7 above and according to the information and explanation
given to us, that we are of the opinion that the Company has complied with the conditions of Corporate Governance as
stipulated in the Listing Regulations, as applicable for the year ended March 31, 2019, referred to in paragraph 1 above.
9. This report is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which
the management has conducted the affairs of the Company.
10. This report is addressed to and provided to the members of the Company solely for the purpose of enabling it to comply
with its obligations under the Listing Regulations with reference to compliance with the relevant regulations of Corporate
Governance and should not be used by any other person or for any other purpose. Accordingly, we do not accept or
assume any liability or any duty of care or for any other purpose or to any other party to whom it is shown or into whose
hands it may come without our prior consent in writing. We have no responsibility to update this report for events and
circumstances occurring after the date of this report.
53
Graphite India Limited
1. Corporate Identity Number (CIN) of the Company : 4. Total Spending on Corporate Social Responsibility
L10101WB1974PLC094602 (CSR) as percentage of profit after tax (%) : 0.79%
2. Name of the Company : GRAPHITE INDIA LIMITED 5. List of activities in which expenditure in 4 above has
3. Registered Address : 31, Chowringhee Road, been incurred :-
Kolkata - 700 016 Promoting education amongst children and employment
4. Website : www.graphiteindia.com enhancement vocational skills, Promoting healthcare,
including preventive health care, providing safe drinking
5. E-mail id : gilro@graphiteindia.com
water, Autism related projects.
6. Financial Year Reported : 2018-2019
Section C : Other Details
7. Sector(s) the Company is engaged in
(industrial activity code-wise) 1. Does the Company have any Subsidiary Company/
Companies?
Description NIC Code
The Company has one Indian WOS (non-manufacturing),
Graphite Electrodes 3297
one WOS in The Netherlands (non-manufacturing) which
Impervious Graphite Equipment 3596 has four WOS in Germany (Manufacturing).
High Speed & Alloy Steel 7228
2. Do the Subsidiary Company/Companies participate
GRP Pipes 3132
in the BR Initiatives of the parent company? If
8. List three key products/services that the Company yes, then indicate the number of such subsidiary
manufactures/provides (as in balance sheet) company(ies)
1) Graphite Electrodes & Misc Graphite products The Indian subsidiary also carries out its CSR initiatives
through B D Bangur Endowment.
2) Impervious graphite equipment & spares
54
Annexure to the Directors’ Report
Sl. Questions P P P P P P P P P
No.
1 2 3 4 5 6 7 8 9
1 Do you have policy/policies for .... Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated in Y Y Y Y Y Y Y Y Y
consultation with the relevant stakeholders?
3 Does the policy conform to any national / The policies conform to the legal requirements of the country.
international standards? If yes, specify?
4 Has the policy being approved by the Board? Principles 1 & 8 approved by Board / Rest by Management signed
If yes, has it been signed by MD/ owner/ by Executive Director
CEO/ appropriate Board Director?*
5 Does the company have a specified Y Y Y Y Y Y Y Y Y
committee of the Board/ Director/Official to
oversee the implementation of the policy?
6 Indicate the link for the policy to be viewed Code of Conduct and CSR are available on our website. www.
online? graphiteindia.com. (Investor_relations) as per law. The other Policies
are made available to respective stakeholders.
7 Has the policy been formally communicated Y Y Y Y Y Y Y Y Y
to all relevant internal and external
stakeholders?
8 Does the company have in-house structure Y Y Y Y Y Y Y Y Y
to implement the policy/policies?
9 Does the Company have a grievance Y Y Y Y Y Y Y Y Y
redressal mechanism related to the policy/
policies to address stakeholders’ grievances
related to the policy/policies?
10 Has the company carried out independent N N N N N N N N N
audit/evaluation of the working of this policy
by an internal or external agency?
(b) If answer to S.No. 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options) - NA
Sl. Questions P P P P P P P P P
No.
1 2 3 4 5 6 7 8 9
1 The Company has not understood the Principles
2 The Company is not at a stage where it finds
itself in a position to formulate and implement
the policies on specified principles
3 The Company does not have financial or
manpower resources available for the task
4 It is planned to be done within next 6 months
5 It is planned to be done within the next 1 year
6 Any other reason (please specify)
3. Governance related to BR
• Indicate the frequency with which the Board of Directors, Committee of the Board or CEO assess the BR performance
of the Company. Within 3 months, 3-6 months, Annually, More than 1 year.
The same is monitored and assessed by the Executive Director every quarter and reported through Operations
Report to the Board.
55
Graphite India Limited
• Does the Company publish a BR or a Sustainability ii. Reduction during usage by consumers (energy,
Report? What is the hyperlink for viewing this water) has been achieved since the previous
report? How frequently it is published? year? Not known.
This Business Responsibility Report would form 3. Does the company have procedures in place for
part of the Annual Report for year ended 31st sustainable sourcing (including transportation)? If
March 2019 and can be viewed in the Investors yes, what percentage of your inputs was sourced
Relation Section of the website of the Company. sustainably?
There were 22 cases of customer complaints related Whenever possible, products, treated water & waste are
to the products, all of which after investigation were recycled back into the production line.
satisfactorily resolved/closed.
Principle 3 - Businesses should promote the wellbeing of
Principle 2 - Businesses should provide goods and services all employees
that are safe and contribute to sustainability throughout
1. Please indicate the Total number of employees :
their life cycle
1965.
1. List up to 3 of your products or services whose design
2. Please indicate the Total number of employees hired
has incorporated social or environmental concerns,
on temporary/ contractual/ casual basis : 2072.
risks and/or opportunities.
3. Please indicate the Number of permanent women
Listed below are our products and services which
employees : 31
incorporate environment and safety risks/concerns
4. Please indicate the Number of permanent employees
a) Graphite electrodes
with disabilities : 7
b) Impervious graphite equipment
5. Do you have an employee association that is
c) High speed & alloy steel recognized by management?
2. For each such product, provide the following details Trade union/s formed by workmen/staff at respective
in respect of resource use (energy, water, raw locations are recognised by management.
material etc.) per unit of product (optional) :
6. What percentage of your permanent employees is
i. Reduction during sourcing / production / members of this recognized employee association?
distribution achieved since the previous year
95% of permanent employees (excluding management
throughout the value chain?
staff) are members of recognised employee associations.
No reduction in resource usage observed in FY
7. Please indicate the Number of complaints relating
2018-2019.
to child labour, forced labour, involuntary labour,
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Annexure to the Directors’ Report
sexual harassment in the last financial year and Principle 6 - Business should respect, protect, and make
pending, as on the end of the financial year. efforts to restore the environment
Sl. Category No of com- No of com- 1. Does the policy related to Principle 6 cover only the
No. plaints filed plaints pending company or extends to the Group/Joint Ventures/
during the as on end of the Suppliers/Contractors/NGOs/others. Covers only
financial year financial year
the Company.
1. Child labour / NIL NIL
forced labour 2. Does the company have strategies/initiatives to
/ involuntary address global environmental issues such as climate
labour change, global warming, etc? Y/N. If yes, please give
2. Sexual NIL NIL hyperlink for webpage etc. No.
harassment
3. Does the company identify and assess potential
3. Discriminatory NIL NIL
employment environmental risks? Yes.
57
Graphite India Limited
2. Have you advocated/lobbied through above 5. Have you taken steps to ensure that this community
associations for the advancement or improvement development initiative is successfully adopted by
of public good? Yes/No; if yes specify the broad the community? Please explain in 50 words, or so.
areas (drop box: Governance and Administration, Our programmes in respect of provision of drinking
Economic Reforms, Inclusive Development Policies, water & health/hygiene are participatory in nature.
Energy Security, Water, Food Security, Sustainable Construction of low cost housing program has also been
Business Principles, Others) : No. initiated.
Principle 8 - Businesses should support inclusive growth Principle 9 - Businesses should engage with and provide
and equitable development value to their customers and consumers in a responsible
1. Does the company have specified programmes/ manner
initiatives/projects in pursuit of the policy related 1. What percentage of customer complaints/consumer
to Principle 8? If yes details thereof. cases are pending as on the end of financial year.
CSR projects are regularly undertaken. Refer CSR Nil.
annual report forming part of Directors Report. 2. Does the company display product information on
the product label, over and above what is mandated
2. Are the programmes/projects undertaken through
as per local laws? Yes/No/N.A./ Remarks (additional
in-house team/own foundation/external NGO/
information) No.
government structures/any other organization?
3. Is there any case filed by any stakeholder against
Projects are undertaken through B D Bangur
the company regarding unfair trade practices,
Endowment and Amrit Somani Memorial Trust.
irresponsible advertising and/or anti-competitive
3. Have you done any impact assessment of your behaviour during the last five years and pending
initiative? Yes – in respect of vocational courses. as on end of financial year? If so, provide details
4. What is your company’s direct contribution to thereof, in about 50 words or so No.
community development projects- Amount in INR 4. Did your company carry out any consumer survey/
and the details of the projects undertaken? Refer consumer satisfaction trends? Yes, as per ISO
CSR Annual Report. format.
58
Annexure to the Directors’ Report
Annexure 13
SECRETARIAL AUDIT REPORT
for the financial year ended 31st March 2019
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Graphite India Limited
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate
practices by Graphite India Limited (hereinafter called “the Company”).
Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained
by the Company and also the information provided by the Company, its officers, agents and authorized representatives during
the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the
financial year ended on 31st March 2019, complied with the statutory provisions listed hereunder and also that the Company
has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made
hereinafter:
1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company
for the financial year ended on 31st March, 2019, according to the provisions of :
(i) The Companies Act, 2013 (the Act) and the rules made thereunder.
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign
Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(‘SEBI Act’) :-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011;
b. Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,
1993, regarding the Companies Act and dealing with client;
2. Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India
Act,1992 (SEBI Act) were not applicable to the Company under the financial year under report :
a. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
b. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999;
c. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
d. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and
e. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;
3. The Company is engaged in the business of manufacturing Graphite electrodes, graphite equipments, steel, GRP pipes and
tanks and generation of hydel power. No Act specifically for the aforesaid businesses is/are applicable to the Company:
59
Graphite India Limited
4. We have also examined compliance with the applicable clauses of the following :
(ii) The Listing Agreement(s) entered into by the Company with Stock Exchange(s) as required under the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
5. As per the information and explanations provided by the Company, its officers, agents and authorised representatives
during the conduct of secretarial audit, we report that the provisions of the Foreign Exchange Management Act, 1999 and
the Rules and Regulations made thereunder to the extent of :
(i) External Commercial Borrowings were not attracted to the Company under the financial year under report;
(ii) Foreign Direct Investment (FDI) were not attracted to the company under the financial year under report;
(iii) Overseas Direct Investment by Residents in Joint Venture/Wholly Owned Subsidiary abroad were not attracted to the
company under the financial year under report.
6. During the financial year under report, the Company has complied with the provisions of the Companies Act, 2013 and the
Rules, Regulations, Guidelines, Standards, etc., mentioned above.
7. As per the information and explanations provided by the company, its officers, agents and authorised representatives
during the conduct of Secretarial Audit, we report that the Company has not made any GDRs/ADRs or any Commercial
Instrument under the financial year under report.
8. We have relied on the information and representation made by the Company and its Officers for systems and mechanism
formed by the Company for compliances under other applicable Acts, Laws, and Regulations to the Company.
(a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during
the period under review were carried out in compliance with the provisions of the Act.
(b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent
at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful participation at the meeting.
10. We further report that there are adequate systems and processes in the company commensurate with the size and operations
of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
(Swati Bajaj)
Partner
C.P.No.: 3502, ACS:13216 Place : Kolkata
Date : 02/05/2019
60
Annexure to the Directors’ Report
Annexure A
To,
The Members
Graphite India Limited
1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express
an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness
of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected
in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations
and happening of events etc.
5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards are the responsibility
of management. Our examination was limited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.
(Swati Bajaj)
Partner Place : Kolkata
C.P.No.: 3502, ACS:13216 Date : 02/05/2019
61
Graphite India Limited
Annexure 14
SECRETARIAL COMPLIANCE REPORT
[Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019]
Secretarial Compliance Report of Graphite India Limited for the financial year ended 31st March 2019
I, Swati Bajaj, Partner of PS & Associates, Practising Company Secretaries have examined:
(a) all the documents and records made available to us and explanation provided by Graphite India Limited (“the listed entity”),
(b) the filings/ submissions made by the listed entity to the stock exchanges,
(c) website of the listed entity,
(d) other document(s)/ filing(s), as may be relevant, which has been relied upon to make this certification, for the year ended
31st March 2019 (“Review Period”) in respect of compliance with the provisions of:
(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued
thereunder; and
(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines
issued thereunder by the Securities and Exchange Board of India (“SEBI”);
The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(g) Securities and Exchange Board of India(Issue and Listing of Non-Convertible and Redeemable Preference Shares)
Regulations,2013;
(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
and circulars/ guidelines issued thereunder;
and based on the above examination, I, hereby report that, during the Review Period:
(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder,
except in respect of matters specified below:-
(c) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries
either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various
circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:
Sr. Action taken by Details of violation Details of action taken e.g. fines, Observations/ remarks of the
No. warning letter, debarment, etc. Practicing Company Secretary, if any.
NIL
(Swati Bajaj)
Partner Place : Kolkata
C.P.No.: 3502, ACS:13216 Date : 02/05/2019
62
Annexure to the Directors’ Report
IND AS IGAAP
Statement of Profit & Loss 2018-19 2017-18 2016-17 2015-16# 2014-15* 2013-14* 2012-13* 2011-12* 2010-11* 2009-10^
Revenue from Operations (Net of Excise duty) 6,737.30 2,958.20 1,305.77 1,346.68 1,497.22 1,768.08 1,764.86 1,670.84 1,225.94 1,131.19
Other Income 196.35 88.89 83.89 46.50 30.74 40.21 26.35 34.62 30.43 30.58
Profit before Interest, Depreciation and Tax (PBIDT) 4,402.39 1,441.43 159.49 196.76 186.02 324.48 305.26 345.87 313.43 409.28
Depreciation 56.01 46.43 41.56 44.42 38.75 53.60 50.04 40.44 39.33 39.54
Profit before Interest and Tax (PBIT) 4,346.38 1,395.00 117.93 152.34 147.27 270.88 255.22 305.43 274.10 369.74
Finance Cost 10.89 6.18 6.50 7.84 12.23 16.96 22.14 14.39 5.55 10.49
Profit before Exceptional Item and Tax 4,335.49 1,388.82 111.43 144.50 135.04 253.92 233.08 291.04 268.55 359.25
Profit before Tax (PBT) 4,280.63 1,388.82 111.43 144.50 129.44 253.92 233.08 320.66 255.82 359.25
Provision for Taxation 1,474.88 475.19 (0.85) 39.86 47.25 83.00 70.00 82.77 83.50 127.09
Profit after Tax (PAT) 2,805.75 913.63 112.28 104.64 82.19 170.92 163.08 237.89 172.32 232.16
EPS - Basic (Rs.) 143.61 46.76 5.75 5.36 4.21 8.75 8.35 12.18 9.19 13.58
Balance Sheet
Fixed Assets 624.08 651.40 648.67 606.37 600.40 641.47 662.57 669.97 536.03 485.48
Investments 2,566.37 1,241.10 663.92 537.35 480.07 500.22 345.74 333.48 272.78 252.76
Other Assets (Current and Non-Current) 2,752.75 1,603.46 1,070.37 1,167.85 1,367.03 1,477.95 1,697.05 1,450.17 1,249.39 1,016.82
Total Assets 5,943.20 3,495.96 2,382.96 2,311.57 2,447.50 2,619.64 2,705.36 2,453.62 2,058.20 1,755.06
Share Capital 39.08 39.08 39.08 39.08 39.08 39.08 39.08 39.08 39.08 34.30
Reserves and Surplus 4,614.34 2,562.71 1,812.78 1,702.25 1,714.53 1,696.83 1,605.92 1,522.84 1,364.42 1,149.22
Borrowings 359.59 155.29 126.82 179.92 185.71 301.02 567.61 461.72 265.16 249.26
Deferred Tax Liabilities (Net) 113.59 94.50 84.03 88.16 82.11 89.67 95.04 70.82 63.02 73.77
Other Liabilities (Current and Non-Current) 816.60 644.38 320.25 302.16 426.07 493.04 397.71 359.16 326.52 248.51
Total Liabilities 5,943.20 3,495.96 2,382.96 2,311.57 2,447.50 2,619.64 2,705.36 2,453.62 2,058.20 1,755.06
^ Based on Schedule VI, *Based on Revised Schedule VI/Schedule III, #Figures are restated as per IND AS.
Key Ratio
PBIDT / Total Revenue - % 63.49 47.31 11.48 14.12 12.17 17.94 17.04 20.28 24.95 35.23
Net Profit (PAT) / Total Revenue - % 40.47 29.98 8.08 7.51 5.38 9.45 9.10 13.95 13.72 19.98
Finance Cost Cover - Times 404.26 233.24 24.54 25.10 15.21 19.13 13.79 24.03 56.51 39.02
ROCE (PBIT / Capital Employed) - % 86.70 50.60 5.96 7.93 7.36 13.04 11.35 15.09 16.43 25.81
RONW (PAT / Net worth) - % 60.29 35.12 6.06 6.01 4.69 9.85 9.91 15.23 12.28 19.62
Debt Equity Ratio 0.08:1 0.06:1 0.07:1 0.10:1 0.14:1 0.20:1 0.37:1 0.30:1 0.19:1 0.21:1
Equity Dividend per Share (Rs.) 55.00 17.00 2.00 2.00 2.00 3.50 3.50 3.50 3.50 3.50
Book Value per Share (Rs.) 238.18 133.17 94.78 89.13 89.76 88.85 84.20 79.94 71.84 69.01
63
Graphite India Limited
64
Independent Auditor’s Report
Report on the Audit of the standalone Ind AS financial the ethical requirements that are relevant to our audit
ended, and notes to the financial statements, including Key audit matters are those matters that, in our
a summary of significant accounting policies and other professional judgement, were of most significance in our
explanatory information. audit of the standalone Ind AS financial statements for the
In our opinion and to the best of our information and financial year ended March 31, 2019. These matters were
according to the explanations given to us, the aforesaid addressed in the context of our audit of the standalone Ind
standalone Ind AS financial statements give the information AS financial statements as a whole, and in forming our
required by the Companies Act, 2013, as amended (“the opinion thereon, and we do not provide a separate opinion
Act”) in the manner so required and give a true and fair on these matters. For each matter below, our description
view in conformity with the accounting principles generally of how our audit addressed the matter is provided in that
accepted in India, of the state of affairs of the Company as context.
at March 31, 2019, its profit including other comprehensive
We have determined the matters described below to be the
income, its cash flows and the changes in equity for the
key audit matters to be communicated in our report. We
year ended on that date.
have fulfilled the responsibilities described in the Auditor’s
Basis for Opinion responsibilities for the audit of the standalone Ind AS
We conducted our audit of the standalone Ind AS financial statements section of our report, including in
financial statements in accordance with the Standards relation to these matters. Accordingly, our audit included
on Auditing (SAs), as specified under section 143(10) of the performance of procedures designed to respond to our
the Act. Our responsibilities under those Standards are assessment of the risks of material misstatement of the
further described in the ‘Auditor’s Responsibilities for standalone Ind AS financial statements. The results of our
the Audit of the standalone Ind AS financial statements’ audit procedures, including the procedures performed to
section of our report. We are independent of the Company address the matters below, provide the basis for our audit
in accordance with the ‘Code of Ethics’ issued by the opinion on the accompanying standalone Ind AS financial
Institute of Chartered Accountants of India together with statements.
65
Graphite India Limited
Key audit matters How our audit addressed the key audit matter
Revenue from sale of products (As described in Note 2(b) of the standalone Ind AS financial statements)
The Company recognises revenues when control of the Following procedures have been performed to address this
goods are transferred to the customer at an amount that key audit matter:
reflects the consideration to which the Company expects
Considered the Company’s revenue recognition policy
to be entitled in exchange for those goods.
and its compliance in terms of Ind AS 115 ‘Revenue
from contracts with customers’.
The terms of sales arrangements, including the timing
of transfer of control, delivery specifications including Assessed the design and tested the operating
incoterms in case of exports, create complexity and effectiveness of internal controls related to revenue
judgement in determining timing of sales revenues. The recognition.
risk is, therefore, that revenue may not be recognised in Performed sample test of individual sales transaction
the correct period in accordance with Ind AS 115. and traced to sales invoices, sales orders and other
related documents. Further, in respect of the samples
Accordingly, due to the risk associated with revenue tested, checked that the revenue has been recognised
recognition, it was determined to be a key audit matter in as per the incoterms / when the conditions for revenue
our audit of the standalone Ind AS financial statements. recognitions are satisfied.
Selected sample of sales transactions made pre and
post year end, agreed the period of revenue recognition
to underlying documents.
Assessed the relevant disclosures made within the
standalone Ind AS financial statements.
Pending litigations (As described in Note 35 of the standalone Ind AS financial statements)
As of March 31, 2019, the Company has disclosed Following procedures have been performed to address this
contingent liabilities of Rs. 106.36 crores relating to tax key audit matter:
and legal claims.
Gained an understanding of the process of identification
Taxation, arbitration and litigation exposures have been of claims, litigations, arbitrations and contingent
identified as a key audit matter due to the uncertainties liabilities, and evaluated the design and tested the
and timescales involved for the resolution of these claims. operating effectiveness of key controls.
Accordingly, there is judgement required by management Discussed and analysed material legal cases with the
in assessing the exposure of each case and thus a risk Company’s legal department.
that such cases may not be adequately provided for or
Analysed the responses obtained from the Company's
disclosed in the standalone Ind AS financial statements.
legal advisors who conduct the court cases, tax and
administrative proceedings, in which their status and
possible expected manner of proceeding were described.
Involved specialists for material ongoing tax proceedings.
Received confirmation obtained by the Company from
their legal counsel / consultants on a samples basis.
Evaluated management's assumptions and estimates
relating to the recognition of the provisions for disputes
and disclosures of contingent liabilities in the standalone
Ind AS financial statements.
Assessed the adequacy of the disclosures with regard
to facts and circumstances of the legal and litigation
matters.
66
Independent Auditor’s Report
67
Graphite India Limited
disclosures in the financial statements or, if such Loss including other comprehensive income,
disclosures are inadequate, to modify our opinion. Our the Cash Flow Statement and Statement of
conclusions are based on the audit evidence obtained Changes in Equity dealt with by this Report are in
up to the date of our auditor’s report. However, future agreement with the books of account;
events or conditions may cause the Company to cease
(d) In our opinion, the aforesaid standalone Ind AS
to continue as a going concern.
financial statements comply with the Accounting
• Evaluate the overall presentation, structure and Standards specified under Section 133 of the
content of the standalone Ind AS financial statements, Act, read with Companies (Indian Accounting
including the disclosures, and whether the standalone Standards) Rules, 2015, as amended;
Ind AS financial statements represent the underlying
(e) On the basis of the written representations
transactions and events in a manner that achieves fair
received from the directors as on March 31, 2019
presentation.
taken on record by the Board of Directors, none
We communicate with those charged with governance of the directors is disqualified as on March 31,
regarding, among other matters, the planned scope and 2019 from being appointed as a director in terms
timing of the audit and significant audit findings, including of Section 164 (2) of the Act;
any significant deficiencies in internal control that we
(f) With respect to the adequacy of the internal
identify during our audit.
financial controls over financial reporting of the
We also provide those charged with governance with a Company with reference to these standalone
statement that we have complied with relevant ethical Ind AS financial statements and the operating
requirements regarding independence, and to communicate effectiveness of such controls, refer to our
with them all relationships and other matters that may separate Report in “Annexure 2” to this report;
reasonably be thought to bear on our independence, and
where applicable, related safeguards. (g) In our opinion, the managerial remuneration for
the year ended March 31, 2019 has been paid/
From the matters communicated with those charged with
provided by the Company to its directors in
governance, we determine those matters that were of most
accordance with the provisions of section 197
significance in the audit of the standalone Ind AS financial
read with Schedule V to the Act;
statements for the financial year ended March 31, 2019
and are therefore the key audit matters. We describe these (h) With respect to the other matters to be included
matters in our auditor’s report unless law or regulation in the Auditor’s Report in accordance with Rule
precludes public disclosure about the matter or when, in 11 of the Companies (Audit and Auditors) Rules,
extremely rare circumstances, we determine that a matter 2014, as amended, in our opinion and to the
should not be communicated in our report because the best of our information and according to the
adverse consequences of doing so would reasonably be explanations given to us:
expected to outweigh the public interest benefits of such i. The Company has disclosed the impact of
communication. pending litigations on its financial position in
Report on Other Legal and Regulatory Requirements its standalone Ind AS financial statements –
Refer Note 19 and 35 to the standalone Ind
1. As required by the Companies (Auditor’s Report) Order,
AS financial statements;
2016 (“the Order”), issued by the Central Government
of India in terms of sub-section (11) of section 143 ii. The Company did not have any long-term
of the Act, we give in the “Annexure 1” a statement contracts including derivative contracts for
on the matters specified in paragraphs 3 and 4 of the which there were any material foreseeable
Order. losses;
2. As required by Section 143(3) of the Act, we report iii. There has been no delay in transferring
that: amounts, required to be transferred, to the
Investor Education and Protection Fund by
(a) We have sought and obtained all the information the Company.
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit; For S.R. Batliboi & Co. LLP
Chartered Accountants
(b) In our opinion, proper books of account as
required by law have been kept by the Company ICAI Firm Registration Number: 301003E/E300005
so far as it appears from our examination of those
per Sanjay Kumar Agarwal
books;
Place of Signature: Kolkata Partner
(c) The Balance Sheet, the Statement of Profit and Date: May 18, 2019 Membership No.: 060352
68
Independent Auditor’s Report
Annexure 1 Referred to In Paragraph 1 of the section on “Report on other legal and regulatory
requirements” of our report of even date on the standalone Ind AS financial statements of
Graphite India Limited
To the members of Graphite India Limited (‘the Company’)
(i) (a) The Company has maintained proper records (a), (b) and (c) of the Order are not applicable to the
showing full particulars, including quantitative Company and hence not commented upon.
details and situation of fixed assets.
(iv) In our opinion and according to the information
(b) Majority of the fixed assets have been physically and explanations given to us, there are no loans
verified by the management, during the year and securities given in respect of which provisions
and there is a regular programme of verification of section 185 and 186 of the Companies Act, 2013
which, in our opinion, is reasonable having are applicable and hence not commented upon. In
regard to the size of the Company and the respect of investments made and guarantees given,
nature of its assets. No material discrepancies provisions of section 185 and 186 of the Companies
were noticed on such verification. Act, 2013 have been complied with by the Company.
(c) According to the information and explanations (v) The Company has not accepted any deposits within
given by the management, the title deeds of the meaning of Sections 73 to 76 of the Act and the
immovable properties included in property, Companies (Acceptance of Deposits) Rules, 2014 (as
plant and equipment are held in the name of the amended). Accordingly, the provisions of clause 3(v)
Company except seven immovable properties of the Order are not applicable.
aggregating Rs. 0.24 crores as at March 31,
(vi) We have broadly reviewed the books of account
2019 (details of which are set out in Note 4.6
maintained by the Company pursuant to the rules
and Note 4.7 to the standalone Ind AS financial
made by the Central Government for the maintenance
statements).
of cost records under section 148(1) of the Companies
Gross Net Act, 2013, related to the manufacture of Company’s
Whether products, and are of the opinion that prima facie, the
block block
Particulars leasehold/ specified accounts and records have been made and
(Rs. in (Rs. in
freehold maintained. We have not, however, made a detailed
crores) crores)
Five Freehold examination of the same.
Land at Freehold (vii) (a) Undisputed statutory dues including provident
0.09 0.09
Nashik and Land fund, employees’ state insurance, income-tax,
Titilagarh duty of custom, goods and service tax, cess and
Two Leasehold other material statutory dues have generally
Leasehold
Land at 0.22 0.15 been regularly deposited with the appropriate
Land
Titilagarh authorities though there has been a slight delay
in a few cases.
(ii) The inventory has been physically verified by the
management during the year. In our opinion, the (b) According to the information and explanations
frequency of verification is reasonable. No material given to us, no undisputed amounts payable
discrepancies were noticed on such physical in respect of provident fund, employees’ state
verification. Inventories lying with third parties have insurance, income-tax, duty of custom, goods
been confirmed by them as at March 31, 2019 and and service tax, cess and other material
no material discrepancies were noticed in respect of statutory dues were outstanding, at the year
such confirmations. end, for a period of more than six months from
the date they became payable.
(iii) According to the information and explanations given to
us, the Company has not granted any loans, secured (c) According to the records of the Company, the
or unsecured to companies, firms, Limited Liability dues outstanding of income-tax, sales-tax,
Partnerships or other parties covered in the register service tax, goods and service tax, duty on
maintained under section 189 of the Companies custom, duty of excise, value added tax and cess
Act, 2013. Accordingly, the provisions of clause 3(iii) on account of any dispute, are as follows:
69
Graphite India Limited
70
Independent Auditor’s Report
*Includes disputed amounts pertaining to cases where appellate authority has decided in favour of the Company against
which department has made appeal to a higher authority.
(viii) In our opinion and according to information and (xiii) According to the information and explanations given
explanations given by the management, Company by the management, transactions with the related
has not defaulted in repayment of loans or borrowings parties are in compliance with section 177 and
to banks. The Company did not have any outstanding 188 of Companies Act, 2013 where applicable and
loans or borrowings dues in respect of a financial the details have been disclosed in the notes to the
institution or to government or dues to debenture standalone Ind AS financial statements, as required
holders during the year. by the applicable accounting standards.
(ix) According to the information and explanations given (xiv) According to the information and explanations given
by the management, the Company has not raised to us and on an overall examination of the balance
any money by way of initial public offer/further sheet, the Company has not made any preferential
public offer/debt instruments and term loans hence, allotment or private placement of shares or fully or
reporting under clause (ix) is not applicable to the partly convertible debentures during the year under
Company and hence not commented upon. review and hence, reporting requirements under
clause 3(xiv) are not applicable to the Company and,
(x) Based upon the audit procedures performed for not commented upon.
the purpose of reporting the true and fair view of
(xv) According to information and explanations given by
the standalone Ind AS financial statements and
the management, the Company has not entered into
according to the information and explanations
any non-cash transactions with directors or persons
given by the management, we report that no fraud
connected with him as referred to in section 192 of
by the Company or on the Company by the officers
Companies Act, 2013.
and employees of the Company has been noticed or
reported during the year. (xvi) According to the information and explanations given
to us, the provisions of section 45-IA of the Reserve
(xi) According to the information and explanations given Bank of India Act, 1934 are not applicable to the
by the management, the managerial remuneration Company.
has been paid / provided in accordance with the
requisite approvals mandated by the provisions of
For S.R. Batliboi & Co. LLP
section 197 read with Schedule V to the Companies
Chartered Accountants
Act, 2013.
ICAI Firm Registration Number: 301003E/E300005
(xii) In our opinion, the Company is not a nidhi company.
Therefore, the provisions of clause 3(xii) of the order per Sanjay Kumar Agarwal
are not applicable to the Company and hence not Place of Signature: Kolkata Partner
commented upon. Date: May 18, 2019 Membership No.: 060352
71
Graphite India Limited
Annexure 2 to the Independent Auditor’s Report of Even Date on the standalone Ind AS
financial statements of Graphite India Limited
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
2013 (“the Act”)
We have audited the internal financial controls over controls over financial reporting included obtaining an
financial reporting of Graphite India Limited (“the understanding of internal financial controls over financial
Company”) as of March 31, 2019 in conjunction with our reporting with reference to these standalone Ind AS
audit of the standalone Ind AS financial statements of the financial statements, assessing the risk that a material
Company for the year ended on that date. weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on
Management’s Responsibility for Internal Financial the assessed risk. The procedures selected depend on
Controls the auditor’s judgement, including the assessment of the
The Company’s Management is responsible for establishing risks of material misstatement of the financial statements,
and maintaining internal financial controls based on the whether due to fraud or error.
internal control over financial reporting criteria established
We believe that the audit evidence we have obtained is
by the Company considering the essential components
sufficient and appropriate to provide a basis for our audit
of internal control stated in the Guidance Note on Audit
opinion on the internal financial controls over financial
of Internal Financial Controls Over Financial Reporting
reporting with reference to these standalone Ind AS
issued by the Institute of Chartered Accountants of India.
financial statements.
These responsibilities include the design, implementation
and maintenance of adequate internal financial controls Meaning of Internal Financial Controls Over Financial
that were operating effectively for ensuring the orderly Reporting With Reference to these standalone Ind AS
and efficient conduct of its business, including adherence financial statements
to the Company’s policies, the safeguarding of its assets,
A company’s internal financial control over financial
the prevention and detection of frauds and errors, the
reporting with reference to these standalone Ind AS
accuracy and completeness of the accounting records, and
financial statements is a process designed to provide
the timely preparation of reliable financial information, as
reasonable assurance regarding the reliability of financial
required under the Companies Act, 2013.
reporting and the preparation of financial statements for
Auditor’s Responsibility external purposes in accordance with generally accepted
accounting principles. A company’s internal financial
Our responsibility is to express an opinion on the Company’s
control over financial reporting with reference to these
internal financial controls over financial reporting with
standalone Ind AS financial statements includes those
reference to these standalone Ind AS financial statements
policies and procedures that (1) pertain to the maintenance
based on our audit. We conducted our audit in accordance
of records that, in reasonable detail, accurately and
with the Guidance Note on Audit of Internal Financial
fairly reflect the transactions and dispositions of the
Controls Over Financial Reporting (the “Guidance Note”)
assets of the company; (2) provide reasonable assurance
and the Standards on Auditing as specified under section
that transactions are recorded as necessary to permit
143(10) of the Companies Act, 2013, to the extent applicable
preparation of financial statements in accordance with
to an audit of internal financial controls and, both issued
generally accepted accounting principles, and that receipts
by the Institute of Chartered Accountants of India. Those
and expenditures of the company are being made only
Standards and the Guidance Note require that we comply
in accordance with authorisations of management and
with ethical requirements and plan and perform the audit
directors of the company; and (3) provide reasonable
to obtain reasonable assurance about whether adequate
assurance regarding prevention or timely detection of
internal financial controls over financial reporting with
unauthorised acquisition, use, or disposition of the
reference to these standalone Ind AS financial statements
company’s assets that could have a material effect on the
was established and maintained and if such controls
financial statements.
operated effectively in all material respects.
Our audit involves performing procedures to obtain audit Inherent Limitations of Internal Financial Controls
evidence about the adequacy of the internal financial Over Financial Reporting With Reference to these
controls over financial reporting with reference to standalone Ind AS financial statements
these standalone Ind AS financial statements and their Because of the inherent limitations of internal financial
operating effectiveness. Our audit of internal financial controls over financial reporting with reference to these
72
Independent Auditor’s Report
standalone Ind AS financial statements, including the financial statements and such internal financial controls
possibility of collusion or improper management override over financial reporting with reference to these standalone
of controls, material misstatements due to error or Ind AS financial statements were operating effectively as
fraud may occur and not be detected. Also, projections at March 31, 2019, based on the internal control over
of any evaluation of the internal financial controls over financial reporting criteria established by the Company
financial reporting with reference to these standalone Ind considering the essential components of internal control
AS financial statements to future periods are subject to stated in the Guidance Note on Audit of Internal Financial
the risk that the internal financial control over financial Controls Over Financial Reporting issued by the Institute
reporting with reference to these standalone Ind AS of Chartered Accountants of India.
financial statements may become inadequate because of
changes in conditions, or that the degree of compliance For S.R. Batliboi & Co. LLP
with the policies or procedures may deteriorate. Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
Opinion
In our opinion, the Company has, in all material respects, per Sanjay Kumar Agarwal
adequate internal financial controls over financial Place of Signature: Kolkata Partner
reporting with reference to these standalone Ind AS Date: May 18, 2019 Membership No.: 060352
73
Graphite India Limited
(Rs. in Crores)
Notes As at As at
ASSETS 31st March, 2019 31st March, 2018
Non - current Assets
Property, Plant and Equipment 4.1 606.19 642.61
Capital Work-in-progress 4.2 16.77 8.12
Intangible Assets 5 1.12 0.67
Financial Assets
Investments 6 574.90 208.26
Loans 10 8.11 7.87
Other Financial Assets 11 0.04 0.08
Other Non-current Assets 13 10.05 12.39
Total Non - current Assets 1,217.18 880.00
Current Assets
Inventories 12 1,820.83 669.94
Financial Assets
Investments 6 1,991.47 1,032.84
Trade Receivables 7 704.52 758.82
Cash and Cash Equivalents 8 22.74 16.08
Other Bank Balances 9 7.46 15.04
Loans 10 4.23 3.56
Other Financial Assets 11 62.63 37.19
Current Tax Assets (Net) 22.71 24.78
Other Current Assets 13 89.43 57.71
Total Current Assets 4,726.02 2,615.96
TOTAL ASSETS 5,943.20 3,495.96
EQUITY AND LIABILITIES
EQUITY
Equity Share Capital 14.1 39.08 39.08
Other Equity 14.2 4,614.34 2,562.71
TOTAL EQUITY 4,653.42 2,601.79
LIABILITIES
Non - current Liabilities
Financial Liabilities
Trade Payables 16
Total Outstanding Dues of Creditors other than Small
- 0.03
Enterprises and Micro Enterprises
Other Financial Liabilities 17 0.01 0.01
Deferred Tax Liabilities (Net) 20 113.59 94.50
Total Non - current Liabilities 113.60 94.54
Current Liabilities
Financial Liabilities
Borrowings 15 359.59 155.29
Trade Payables 16
Total Outstanding Dues of Small Enterprises and Micro
5.73 5.51
Enterprises
Total Outstanding Dues of Creditors other than Small
567.03 389.31
Enterprises and Micro Enterprises
Other Financial Liabilities 17 116.04 51.61
Other Current Liabilities 18 39.90 114.54
Provisions 19 34.05 30.90
Current Tax Liabilities (Net) 53.84 52.47
Total Current Liabilities 1,176.18 799.63
TOTAL LIABILITIES 1,289.78 894.17
TOTAL EQUITY AND LIABILITIES 5,943.20 3,495.96
Summary of Significant Accounting Policies 2
The accompanying Notes form an integral part of these financial statements
As per our report of even date
For S.R.BATLIBOI & CO. LLP For and on behalf of the Board of Directors of Graphite India Limited
Firm Registration Number - 301003E/E300005
Chartered Accountants
74
Balance Sheet | Statement of Profit and Loss
STANDALONE STATEMENT OF PROFIT AND LOSS for the year ended 31st March, 2019
(Rs. in Crores)
Notes Year ended Year ended
31st March, 2019 31st March, 2018
Revenue from Operations 21 6,737.30 2,983.43
Other Income 22 196.35 88.89
Total Income 6,933.65 3,072.32
Expenses
Cost of Materials Consumed 23 2,100.22 711.45
Purchases of Stock-in-trade 24 - 11.80
Changes in Inventories of Finished Goods and Work-in-progress 25 (679.33) 13.18
Excise Duty on Sale of Goods - 25.23
Employee Benefits Expense 26 221.64 175.78
Finance costs 27 10.89 6.18
Depreciation and Amortisation Expense 28 56.01 46.43
Other Expenses 29 888.73 693.45
Total Expenses 2,598.16 1,683.50
Profit before Exceptional Item and Tax 4,335.49 1,388.82
Exceptional Item (Refer Note 45) (54.86) -
Profit before Tax 4,280.63 1,388.82
Tax Expense 30
Current Tax 1,468.58 464.72
Deferred Tax Charges/(Credit) 6.30 10.47
Profit for the year 2,805.75 913.63
Other Comprehensive Income
Items that will not be reclassified to profit or loss in subsequent periods
Remeasurements Gains/(Losses) on Defined Benefit Plans 38 (0.63) 1.40
Income Tax effect 30 0.22 (0.49)
Total Other Comprehensive Income, Net of Tax (0.41) 0.91
Total Comprehensive Income for the year 2,805.34 914.54
Earnings per Equity Share (Nominal Value Rs. 2/- per Share) (in Rs.) 31
Basic and Diluted (Rs.) 143.61 46.76
For S.R.BATLIBOI & CO. LLP For and on behalf of the Board of Directors of Graphite India Limited
Firm Registration Number - 301003E/E300005
Chartered Accountants
75
Graphite India Limited
STANDALONE STATEMENT OF CHANGES IN EQUITY for the year ended 31st March, 2019
Equity shares of Rs. 2/- each issued, subscribed and fully paid
b) Other Equity - Reserves and Surplus (Refer Note 14.2) (Rs. in Crores)
Capital
Capital Securities General Retained
Redemption Total
Reserve Premium Reserve Earnings
Reserve
As at 31st March, 2017 0.46 5.75 200.97 1,336.50 269.10 1,812.78
For S.R.BATLIBOI & CO. LLP For and on behalf of the Board of Directors of Graphite India Limited
Firm Registration Number - 301003E/E300005
Chartered Accountants
76
Statement of Changes in Equity | Cash Flow Statement
STANDALONE CASH FLOW STATEMENT for the year ended 31st March, 2019
(Rs. in Crores)
Year ended Year ended
31st March, 2019 31st March, 2018
A. Cash Flows from Operating Activities
Profit before Tax 4,280.63 1,388.82
Adjustments for:
Depreciation and Amortisation Expense 56.01 46.43
Finance Costs 10.89 6.18
Bad Debts/Advances Written Off 1.37 0.21
Provision for Doubtful Debts 4.36 0.30
Interest Income classified as Investing Cash Flows (51.33) (2.03)
Net Gain on Investments Carried at fair value through Profit or Loss (102.01) (52.43)
Liabilities no Longer Required Written Back (8.10) (3.73)
Provision for Doubtful Debts Written Back (0.40) (4.23)
Allowances Reversed for Expected Credit Losses on Trade Receivables - (9.29)
Gain on Disposal of Property, Plant and Equipment (Net) (1.66) (0.22)
Write Down of Inventories to Net Realisable Value 0.10 0.26
Foreign Exchange Differences (Net) (1.70) 0.01
Operating Profit before Changes in Operating Assets and Liabilities 4,188.16 1,370.28
Changes in Operating Assets and Liabilities:
Increase in Trade Payables 180.95 184.13
Increase in Other Financial Liabilities 63.79 20.45
Increase/(Decrease) in Provisions 2.54 (1.89)
Increase/(Decrease) in Other Current Liabilities (69.58) 77.05
(Increase) in Inventories (1,150.99) (157.57)
(Increase)/Decrease in Trade Receivables 48.97 (339.00)
(Increase)/Decrease in Loans (0.91) 0.18
(Increase) in Other Financial Assets (7.90) (10.88)
(Increase) in Other Non-current Assets (1.07) (0.13)
(Increase) in Other Current Assets (31.72) (0.67)
Cash Generated from Operations 3,222.23 1,141.95
Income Taxes paid (net) (1,452.16) (438.30)
NET CASH FROM OPERATING ACTIVITIES 1,770.07 703.65
77
Graphite India Limited
STANDALONE CASH FLOW STATEMENT for the year ended 31st March, 2019
(Rs. in Crores)
Year ended Year ended
31st March, 2019 31st March, 2018
C. Cash Flows from Financing Activities
Dividends Paid (625.20) (136.77)
Dividend Distribution Tax Paid (128.51) (27.84)
Finance Costs Paid (10.04) (6.27)
Short-term Borrowings - Net of Receipts and Payments 206.00 28.48
NET CASH USED IN FINANCING ACTIVITIES (557.75) (142.40)
Cash and Cash Equivalents - At the beginning of the year (Refer Note 8) 16.08 0.88
Cash and Cash Equivalents - At the end of the year (Refer Note 8) 22.74 16.08
6.66 15.20
For S.R.BATLIBOI & CO. LLP For and on behalf of the Board of Directors of Graphite India Limited
Firm Registration Number - 301003E/E300005
Chartered Accountants
78
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
These standalone financial statements comply in The operating cycle is the time between the acquisition
all material respect with the Indian Accounting of assets for processing and their realisation in cash
Standards (Ind AS) notified under Section 133 of and cash equivalents. The Company has identified
the Companies Act, 2013 (the ‘Act’) [Companies twelve months as its operating cycle.
(Indian Accounting Standards) Rules, 2015] and (iv) Rounding of Amounts
other relevant provisions of the Act. The standalone
financial statements are presented in Indian All amounts disclosed in these standalone financial
Rupee (Rs), which is the Company’s functional and statements and notes have been rounded off to
presentation currency. crores upto two decimals (Rs. 00,00,000) as per the
requirement of Schedule III, unless otherwise stated.
(ii) Basis of Measurement:
(b) Revenue from contract with customer
These standalone financial statements have been
prepared on a historical cost basis, except for the Ind AS 115 was issued on 28 March, 2018 and
following assets and liabilities which have been supersedes Ind AS 11 Construction Contracts and
measured at fair value - Ind AS 18 Revenue and it applies, with limited
exceptions, to all revenue arising from contracts with
- Certain financial assets and liabilities (including
its customers. Ind AS 115 establishes a five-step model
derivative instruments) that is measured at fair
to account for revenue arising from contracts with
value (refer accounting policy regarding financial
customers and requires that revenue be recognised
Instruments).
at an amount that reflects the consideration to
- Defined benefit plans - plan assets measured at fair which an entity expects to be entitled in exchange for
value. transferring goods or services to a customer.
(iii) Current and Non-current Classification Ind AS 115 requires entities to exercise judgement,
The Company presents assets and liabilities in taking into consideration all of the relevant facts and
the Balance Sheet based on current/non-current circumstances when applying each step of the model
79
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
to contracts with their customers. The Company Royalty Income is recognised on an accrual basis
adopted Ind AS 115 using the modified retrospective as per terms of the agreement with the concerned
method of adoption with the date of initial application party.
of 1 April, 2018. Under this method, the standard
(c) Revenue from Construction Contracts
can be applied either to all contracts at the date of
initial application or only to contracts that are not Revenue from construction contracts, where the
completed at this date. The Company elected to apply performance obligations are satisfied over time and
the standard to all contracts as at 1 April, 2018. where there is no uncertainty as to measurement
However, the application of Ind AS 115 does not or collectability of consideration, is recognized as
have any significant impact on the recognition and per the percentage-of-completion method. When
measurement of revenue and related items. there is uncertainty as to measurement or ultimate
collectability, revenue recognition is postponed
Revenue from contracts with customers is recognised
until such uncertainty is resolved. Efforts or costs
when control of the goods or services are transferred
expended have been used to measure progress
to the customer at an amount that reflects the
towards completion as there is a direct relationship
consideration to which the Company expects to be
between input and productivity.
entitled in exchange for those goods or services.
The Company has generally concluded that it is Revenues in excess of invoicing are classified as
the principal in its revenue arrangements, because contract assets (which we refer as unbilled revenue)
it typically controls the goods or services before while invoicing in excess of revenues are classified
transferring them to the customer. as contract liabilities (which we refer to as unearned
revenues).
Sale of Products
(d) Property, Plant and Equipment
Revenue from sale of goods is recognised at the point
in time when control of the goods is transferred to the Freehold land is carried at historical cost
customer. The normal credit term is 1 to 180 days Capital Work-in-progress is stated at cost, net of
upon delivery. The revenue is measured on the basis accumulated impairment loss, if any. All other items
of the consideration defined in the contract with a of property, plant and equipment is stated at cost,
customer, including variable consideration, such net of accumulated depreciation and accumulated
as discounts, volume rebates, or other contractual impairment losses, if any. Such cost includes
reductions. As the period between the date on which expenditure that is directly attributable to the
the Company transfers the promised goods to the acquisition of the items. Such cost also includes the
customer and the date on which the customer pays cost of replacing part of the plant and equipment
for these goods is generally one year or less, no and borrowing costs for long-term construction
financing components are taken into account. projects if the recognition criteria are met. When
significant parts of plant and equipment are required
The Company considers whether there are
to be replaced at intervals, the Company depreciates
other promises in the contract that are separate
them separately based on their specific useful lives.
performance obligations to which a portion of the
Likewise, when a major inspection is performed,
transaction price needs to be allocated.
its cost is recognised in the carrying amount of
Sale of Services the plant and equipment as a replacement if the
recognition criteria are satisfied. All other repair and
Revenue from services rendered is recognised as
maintenance costs are recognised in profit or loss as
the services are rendered and is booked based on
incurred.
agreements/arrangements with the concerned
parties. Subsequent costs are included in the asset’s
carrying amount or recognised as a separate asset,
Other Operating Revenues as appropriate, only when it is probable that future
Export entitlements (arising out of Duty Drawback economic benefits associated with the item will
and Merchandise Export from India) are recognised flow to the Company and the cost of the item can
when the right to receive credit as per the terms of the be measured reliably. The carrying amount of any
schemes is established in respect of the exports made component accounted for as a separate asset is
by the Company and where there is no significant derecognised when replaced. All other repairs and
uncertainty regarding the ultimate collection of the maintenance costs are charged to profit or loss during
relevant export proceeds. the reporting period in which they are incurred.
80
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
Estimated useful lives of the assets are as follows : Amortisation Method and Period
81
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
assessments of the time value of money and the risks Traded goods: cost includes cost of purchase and
specific to the asset. In determining fair value less other costs incurred in bringing the inventories
costs of disposal, recent market transactions are to their present location and condition. Cost is
taken into account. If no such transactions can be determined on moving weighted average basis.
identified, an appropriate valuation model is used.
Net realisable value is the estimated selling price in
These calculations are corroborated by valuation
the ordinary course of business less the estimated
multiples, quoted share prices for publicly traded
costs of completion and the estimated costs necessary
companies or other available fair value indicators.
to make the sale.
Impairment losses of continuing operations,
(i) Investments in Subsidiaries
including impairment on inventories, are recognised
in the Statement of Profit and Loss. Investments in subsidiaries are carried at cost less
provision for impairment, if any. Investments in
(g) Leases
subsidiaries are tested for impairment whenever
The determination of whether an arrangement is events or changes in circumstances indicate that
(or contains) a lease is based on the substance of the carrying amount may not be recoverable. An
the arrangement at the inception of the lease. The impairment loss is recognised for the amount by
arrangement is, or contains, a lease if fulfilment of which the carrying amount of investments exceeds
the arrangement is dependent on the use of a specific its recoverable amount.
asset or assets and the arrangement conveys a right
(j) Investments (Other than Investments in
to use the asset or assets, even if that right is not
Subsidiaries and Associate) and Other Financial
explicitly specified in an arrangement.
Assets
As a Lessee
(i) Classification
Leases in which a significant portion of the risks
The Company classifies its financial assets in the
and rewards of ownership are not transferred to the
following measurement categories:
Company as lessee are classified as operating leases.
Payments made under operating leases are charged - those to be measured subsequently at fair value
to profit or loss on a straight-line basis over the period (either through other comprehensive income or
of the lease unless the payments are structured to through profit or loss), and
increase in line with expected general inflation to - those to be measured at amortised cost.
compensate for the lessor’s expected inflationary cost
The classification depends on the Company’s
increases.
business model for managing the financial assets
(h) Inventories and the contractual terms of the cash flows.
Inventories are stated at the lower of cost and net For assets measured at fair value, gains and losses
realisable value. will either be recorded in profit or loss or other
comprehensive income. For investments in debt
Cost of inventories comprises cost of purchases and
instruments, this will depend on the business model
all other costs incurred in bringing the inventories
in which the investment is held. For investments in
to their present location and condition and are
equity instruments, this will depend on whether the
accounted for as follows :
Company has made an irrevocable election at the
Raw materials and Stores & Spares: cost includes time of initial recognition to account for the equity
cost of purchase and other costs incurred in investment at fair value through other comprehensive
bringing the inventories to their present location and income.
condition. Cost is determined on moving weighted
The Company reclassifies debt investments when
average basis.
and only when its business model for managing
Finished goods and work-in-progress: cost includes those assets changes.
cost of direct materials, direct labour and an
(ii) Measurement
appropriate proportion of variable and fixed overhead
expenditure, the later being allocated on the basis At initial recognition, the Company measures a
of normal operating capacity. Costs are assigned to financial asset at its fair value plus, in the case of a
individual items of inventory on weighted average financial asset not at fair value through profit or loss,
basis. transaction costs that are directly attributable to the
82
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
acquisition of the financial asset. Transaction costs of investments at fair value. Where the Company’s
financial assets carried at fair value through profit or management has elected to present fair value
loss are expensed in profit or loss. gains and losses on equity investments in other
Financial assets with embedded derivatives are comprehensive income, there is no subsequent
considered in their entirety when determining whether reclassification of fair value gains and losses to profit
their cash flows are solely payment of principal and or loss. Changes in the fair value of financial assets
interest. at fair value through profit or loss are recognised in
‘Other Income’ in the Statement of Profit and Loss.
Debt Instruments
(iii) Impairment of Financial Assets
Subsequent measurement of debt instruments
depends on the Company’s business model for The Company assesses on a forward looking basis
managing the asset and the cash flow characteristics the expected credit losses associated with its assets
of the asset. There are three measurement which are not fair valued through profit or loss.
categories into which the Company classifies its debt The impairment methodology applied depends on
instruments: whether there has been a significant increase in credit
risk. Note 42 details how the Company determines
• Amortised Cost: Assets that are held for collection
whether there has been a significant increase in
of contractual cash flows where those cash flows
credit risk.
represent solely payments of principal and interest
are measured at amortised cost. Amortised cost is For trade receivables only, the Company applies
calculated by taking into account any discount or the simplified approach permitted by Ind AS 109,
premium on acquisition and fees or costs that are an ‘Financial Instruments’, which requires expected
integral part of the Effective Interest Rate (EIR). The lifetime losses to be recognised from initial recognition
EIR amortisation is included in finance income in the of the receivables.
profit or loss. A gain or loss on a debt instrument (iv) Derecognition of Financial Assets
that is subsequently measured at amortised cost
is recognised in profit or loss when the asset is A financial asset is derecognised only when
derecognised or impaired. – the Company has transferred the rights to receive
• Fair Value through Other Comprehensive cash flows from the financial asset, or
Income (FVOCI): Assets that are held for collection – retains the contractual rights to receive the
of contractual cash flows and for selling the financial cash flows of the financial asset, but assumes a
assets, where the assets’ cash flows represent solely contractual obligation to pay the cash flows to one or
payments of principal and interest, are measured more recipients.
at fair value through other comprehensive income
Where the Company has transferred an asset, the
(FVOCI). Movements in the carrying amount are taken
Company evaluates whether it has transferred
through OCI, except for the recognition of impairment
substantially all risks and rewards of ownership
gains or losses, interest income and foreign exchange
of the financial asset. In such cases, the financial
gains and losses which are recognised in the profit
asset is derecognised. Where the Company has not
or loss. When the financial asset is derecognised,
transferred substantially all risks and rewards of
the cumulative gain or loss previously recognised in
ownership of the financial asset, the financial asset is
OCI is reclassified from equity to profit or loss and
not derecognised.
recognised in ‘Other Income’.
The financial asset is derecognised if the Company
• Fair Value through Profit or Loss: Assets that do
has not retained control of the financial asset. Where
not meet the criteria for amortised cost or FVOCI are
the Company retains control of the financial asset,
measured at fair value through profit or loss. A gain
the asset is continued to be recognised to the extent
or loss on a debt investment that is subsequently
measured at fair value through profit or loss is of continuing involvement in the financial asset.
recognised in profit or loss and presented net in the (v) Income Recognition
Statement of Profit and Loss within ‘Other Income’ in Interest Income
the period in which it arises.
Interest income from debt instruments is recognised
Equity Instruments using the effective interest rate method. The effective
The Company subsequently measures all equity interest rate is the rate that exactly discounts
83
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
estimated future cash receipts through the expected or less that are readily convertible to known amounts
life of the financial asset to the gross carrying amount of cash and which are subject to an insignificant risk
of a financial asset. When calculating the effective of changes in value.
interest rate, the Company estimates the expected
(n) Financial Liabilities
cash flows by considering all the contractual terms
of the financial instrument but does not consider the Initial Recognition and Measurement
expected credit losses. Interest income is included in Financial liabilities are classified, at initial recognition,
other income in the statement of profit and loss. as financial liabilities at fair value through profit
Dividend or loss, loans and borrowings or payables, as
appropriate.
Dividend is recognised in profit or loss only when the
right to receive payment is established, it is probable All financial liabilities are recognised initially at fair
that the economic benefits associated with the value and, in the case of loans and borrowings and
dividend will flow to the Company, and the amount payables, net of directly attributable transaction
of the dividend can be measured reliably, which is costs.
generally when shareholders approve the dividend. The Company’s financial liabilities include trade and
(vi) Fair Value of Financial Instruments other payables, loans and borrowings including bank
overdrafts and financial guarantee contracts.
In determining the fair value of financial instruments,
the Company uses a variety of methods and Subsequent Measurement
assumptions that are based on market conditions and The measurement of financial liabilities depends on
risks existing at each reporting date. The methods their classification, as described below:
used to determine fair value include discounted cash
Trade Payables
flow analysis and available quoted market prices.
Trade payables represent liabilities for goods and
(k) Derivative Instruments
services provided to the Company prior to the end
The Company enters into certain derivative contracts of financial year which are unpaid. Trade and other
to hedge risks which are not designated as hedges. payables are presented as current liabilities unless
Derivative Instruments are initially recognised at fair payment is not due within 12 months after the
value on the date a derivative contract is entered into reporting period. They are recognised initially at their
and are subsequently re-measured to their fair value fair value and subsequently measured at amortised
at the end of each reporting period, with changes cost using the effective interest method.
included in ‘Other Income’/’Other Expenses’.
Loans and Borrowings
Derivatives are carried as financial assets when the
fair value is positive and as financial liabilities when Borrowings are initially recognised at fair value,
the fair value is negative. net of transaction costs incurred. Borrowings are
subsequently measured at amortised cost using
(l) Offsetting Financial Instruments
effective interest method. Any difference between
Financial assets and liabilities are offset and the net the proceeds (net of transaction costs) and the
amount is reported in the Balance Sheet where there redemption amount is recognised in profit or loss
is a legally enforceable right to offset the recognised over the period of the borrowings using the effective
amounts and there is an intention to settle on a interest method. Fees paid on the establishment of
net basis or realise the asset and settle the liability loan facilities are recognised as transaction costs of
simultaneously. The legally enforceable right must the loan to the extent that it is probable that some
not be contingent on future events and must be or all of the facility will be drawn down. In this case,
enforceable in the normal course of business and in the fee is deferred until the draw down occurs. To the
the event of default, insolvency or bankruptcy of the extent there is no evidence that it is probable that
Company or the counterparty. some or all of the facility will be drawn down, the fee
(m) Cash and Cash Equivalents is capitalised as a prepayment for liquidity services
For the purpose of presentation in the Cash Flow and amortised over the period of the facility to which
Statement, cash and cash equivalents includes it relates.
cash on hand, deposits held at call with financial Borrowings are derecognised from the balance sheet
institutions, other short-term, highly liquid when the obligation specified in the contract is
investments with original maturities of three months discharged, cancelled or expired.
84
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
Borrowings are classified as current and non-current recognized in the Statement of Profit and Loss as
liabilities based on repayment schedule agreed with they arise.
banks.
q) Foreign Currency Transactions and Translation
Financial Guarantee Contracts
(i) Functional and Presentation Currency
Financial guarantee contracts issued by the
Items included in the standalone financial statements
Company are those contracts that require a payment
of the Company are measured using the currency
to be made to reimburse the holder for a loss it
of the primary economic environment in which
incurs because the specified debtor fails to make a
payment when due in accordance with the terms of the Company operates (`the functional currency’).
a debt instrument. Financial guarantee contracts The standalone financial statements are presented
are recognised initially as a liability at fair value, in Indian Rupee (Rs.), which is the Company’s
adjusted for transaction costs that are directly functional and presentation currency.
attributable to the issuance of the guarantee. (ii) Transactions and Balances
Subsequently, the liability is measured at the higher
Foreign Currency transactions are initially recorded
of the amount of loss allowance determined as per
at functional currency spot rates at the date the
impairment requirements of Ind AS 109 and the
transaction first qualifies for recognition.
amount recognised less cumulative amortisation.
Foreign Currency monetary items are translated
Derecognition
using the functional currency spot rates prevailing
A financial liability is derecognised when the at the reporting date. Non monetary items, which are
obligation under the liability is discharged or measured in terms of historical cost denominated in
cancelled or expires. When an existing financial a foreign currency, are reported using the exchange
liability is replaced by another from the same lender
rate at the date of transaction. Non-monetary items,
on substantially different terms, or the terms of
which are measured at fair value or other similar
an existing liability are substantially modified,
valuation denominated in a foreign currency, are
such an exchange or modification is treated as
translated using the exchange rate at the date when
the derecognition of the original liability and the
such value was determined.
recognition of a new liability. The difference in the
respective carrying amounts is recognised in the Exchange differences arising on settlement or
Statement of Profit and Loss. translation of monetary items are recognised in the
statement of Profit and Loss in the period in which
(o) Borrowing Costs
they arise.
General and specific borrowing costs that are
directly attributable to the acquisition, construction (q) Employee Benefits
or production of a qualifying asset are capitalised (i) Short-term Employee Benefits
during the period of time that is required to complete
Liabilities for short-term employee benefits that
and prepare the asset for its intended use or sale.
are expected to be settled wholly within 12 months
Qualifying assets are assets that necessarily take
after the end of the period in which the employees
a substantial period of time to get ready for their
render the related service are recognised in respect
intended use or sale.
of employees’ services up to the end of the reporting
Other borrowing costs are expensed in the period in period and are measured at the amounts expected to
which they are incurred. be paid when the liabilities are settled. The liabilities
(p) Forward Currency Contracts are presented as ‘Employee Benefits Payable’ within
‘Other Financial Liabilities’ in the Balance Sheet.
The Company uses forward currency contracts
to hedge its foreign currency risks. Such forward (ii) Post-employment Benefits
currency contracts are initially measured at fair value I. Defined Benefit Plans
on the date on which a forward currency contract is
a) Gratuity
entered into and are subsequently re-measured at
fair value. Forward currency contracts are carried as Retirement gratuity for employees, is funded
financial assets when the fair value is positive and through Company’s Gratuity Scheme with
as financial liabilities when the fair value is negative. Life Insurance Corporation of India (LICI). The
Changes in the fair value of forward contracts are costs of providing benefits under this plan are
85
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
determined on the basis of actuarial valuation other than the contribution payable to the
using the projected unit credit method at each Regional Provident fund.
year-end. Actuarial gains/losses are immediately (iii) Other Long-term Employee Benefits
recognised in retained earnings through Other
The liabilities for leave are not expected to be settled
Comprehensive Income in the period in which
wholly within 12 months after the end of the period
they occur. Re-measurements are not re-
in which the employees render the related service.
classified to profit or loss in subsequent periods.
They are therefore measured annually by actuaries
The excess/shortfall in the fair value of the plan
as the present value of expected future benefits in
assets over the present value of the obligation
respect of services provided by employees up to the
calculated as per actuarial methods as at
end of the reporting period using the projected unit
balance sheet dates is recognised as a gain/
credit method. The benefits are discounted using the
loss in the Statement of Profit and Loss. Any
market yields at the end of the reporting period that
asset arising out of this calculation is limited
have terms approximating to the terms of the related
to the past service cost plus the present value
obligation. Remeasurements as a result of experience
of available refunds and reduction in future adjustments and changes in actuarial assumptions
contributions. are recognised in profit or loss. Actuarial gains/losses
b) Provident Fund are immediately recognised in retained earnings
In respect of certain employees, contributions through Statement of Profit and Loss in the period in
to the Company’s Employees Provident Fund which they occur.
(administered by the Company as per the The obligations are presented under ‘Provisions’
provisions of Employees’ Provident Fund and (Current) in the Balance Sheet if the Company does
Miscellaneous Provisions Act, 1952) are made not have an unconditional right to defer settlement
in accordance with the fund rules. The interest for at least twelve months after the reporting period,
rate payable to the beneficiaries every year is regardless of when the actual settlement is expected
being notified by the Government. to occur.
86
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
tax is determined using tax rates (and laws) that When the Company receives grants of non-monetary
have been enacted or substantially enacted by the assets, the asset and the grant are recorded at fair
end of the reporting period and are expected to apply value amounts and released to the Statement of Profit
when the related deferred tax asset is realised or the and Loss over the expected useful life in a pattern of
deferred tax liability is settled. consumption of the benefit of the underlying asset i.e.
by equal annual instalments. When loans or similar
Deferred tax assets are recognised for all deductible
assistance are provided by governments or related
temporary differences, carry forward of unused tax
institutions, with an interest rate below the current
credits and unused tax losses only if it is probable
applicable market rate, the effect of this favourable
that future taxable amounts will be available to utilise
interest is regarded as a government grant. The loan
those temporary differences, tax credits and losses.
or assistance is initially recognised and measured
Deferred tax assets are not recognised for temporary at fair value and the government grant is measured
differences between the carrying amount and tax as the difference between the initial carrying value
bases of investments in subsidiaries where it is of the loan and the proceeds received. The loan
not probable that the differences will reverse in the is subsequently measured as per the accounting
foreseeable future and taxable profit will not be policy applicable to financial liabilities in respect of
available against which the temporary difference can loans/ assistances received subsequent to the date of
be utilised. transition.
The carrying amount of deferred tax assets is reviewed Also refer Note 2(b) relating to recognition of export
at each balance sheet date and reduced to the extent entitlements, under “Other Operating Revenues”.
that it is no longer probable that sufficient taxable
profits will be available to allow all or part of the asset Amendment to Ind AS 20 Government grant
to be utilised. related to non-monetary asset
Deferred tax assets and liabilities are offset when The amendment clarifies that where the government
there is a legally enforceable right to offset current grant related to asset, including non-monetary grant
tax assets and liabilities and when the deferred at fair value, shall be presented in balance sheet
tax balances relate to the same taxation authority. either by setting up the grant as deferred income
Current tax assets and liabilities are offset where the or by deducting the grant in arriving at the carrying
entity has a legally enforceable right to offset and amount of the asset. Prior to the amendment, Ind AS
intends either to settle on a net basis, or to realise the 20 did not allow the option to present asset related
asset and settle the liability simultaneously. grant by deducting the grant from the carrying
amount of the asset. However, this amendment does
Current and deferred tax are recognised in profit not have any significant impact on the financial
or loss, except to the extent that it relates to items statements.
recognised in other comprehensive income or directly
in equity, if any. In this case, the tax is also recognised (t) Fair Value Measurement
in other comprehensive income or directly in equity, Fair value is the price that would be received to sell
respectively. an asset or paid to transfer a liability in an orderly
(s) Government Grants transaction between market participants at the
measurement date. The fair value measurement is
Grants and subsidies from the government are
based on the presumption that the transaction to sell
recognized when there is reasonable assurance that
the asset or transfer the liability takes place either:
the Company will comply with the conditions attached
► In the principal market for the asset or liability,
to them and the grant/subsidy will be received.
or
When the grant or subsidy relates to revenue, it
► In the absence of a principal market, in the most
is recognized as income on a systematic basis in
advantageous market for the asset or liability
the Statement of Profit and Loss over the periods
necessary to match them with the related costs, which The principal or the most advantageous market must
they are intended to compensate. Where the grant be accessible by the Company.
relates to an asset, it is deducted while calculating The fair value of an asset or a liability is measured
carrying amount of the asset. The grant is recognised using the assumptions that market participants
in the Profit and loss statement over the life of the would use when pricing the asset or liability,
depreciable asset as a reduced depreciation expense. assuming that market participants act in their
87
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
economic best interest. net profit or loss attributable to equity holders of the
A fair value measurement of a non-financial asset Company by the weighted average number of equity
takes into account a market participant’s ability to shares outstanding during the year. The weighted
generate economic benefits by using the asset in average number of equity shares outstanding during
its highest and best use or by selling it to another the year is adjusted for events such as bonus issue,
market participant that would use the asset in its bonus element in a rights issue, share split, and
reverse share split (consolidation of shares) that have
highest and best use.
changed the number of equity shares outstanding,
The Company uses valuation techniques that are without a corresponding change in resources.
appropriate in the circumstances and for which
For the purpose of calculating diluted earnings per
sufficient data are available to measure fair value,
share, the net profit or loss for the period attributable
maximising the use of relevant observable inputs
to equity holders of the Company and the weighted
and minimising the use of unobservable inputs.
average number of shares outstanding during
All assets and liabilities for which fair value is the year are adjusted for the effects of all dilutive
measured or disclosed in the financial statements potential equity shares.
are categorised within the fair value hierarchy,
(u) Provisions and Contingencies
described as follows, based on the lowest level input
that is significant to the fair value measurement as a Provisions are recognised when the Company has a
whole : present legal or constructive obligation as a result
► Level 1 — Quoted (unadjusted) market prices in of past events, it is probable that an outflow of
active markets for identical assets or liabilities resources will be required to settle the obligation and
the amount can be reliably estimated.
► Level 2 — Valuation techniques for which the
lowest level input that is significant to the fair Provisions are measured at the present value of
value measurement is directly or indirectly management’s best estimate of the expenditure
observable required to settle the present obligation at the end of
the reporting period. When the Company expects some
► Level 3 — Valuation techniques for which the
or all of a provision to be reimbursed, for example,
lowest level input that is significant to the fair
under an insurance contract, the reimbursement is
value measurement is unobservable
recognised as a separate asset, but only when the
For assets and liabilities that are recognised in reimbursement is virtually certain. The expense
the financial statements on a recurring basis, relating to a provision is presented in the Statement
the Company determines whether transfers have of Profit and Loss net of any reimbursement.
occurred between levels in the hierarchy by re-
A disclosure for contingent liabilities is made when
assessing categorisation (based on the lowest level
there is a possible obligation arising from past
input that is significant to the fair value measurement
events, the existence of which will be confirmed only
as a whole) at the end of each reporting period.
by the occurrence or non-occurrence of one or more
For the purpose of fair value disclosures, the uncertain future events not wholly within the control
Company has determined classes of assets and of the Company or a present obligation that arises
liabilities on the basis of the nature, characteristics from past events where it is either not probable that
and risks of the asset or liability and the level of the an outflow of resources embodying economic benefits
fair value hierarchy as explained above. will be required to settle or a reliable estimate of the
Dividend Distribution to Equity-holders amount cannot be made.
The Company recognises a liability to make cash (v) Segment Reporting
distributions to equity holders when the distribution Operating segments are reported in a manner
is authorised and the distribution is no longer at consistent with the internal reporting provided to the
the discretion of the Company. As per the corporate chief operating decision maker.
laws in India, a distribution is authorised when it
is approved by the shareholders. A corresponding The chief operating decision maker is responsible for
amount is recognised directly in equity. allocating resources and assessing performance of
the operating segments and has been identified as
Earnings per Share
the Executive Director of the Company. Refer Note 39
Basic earnings per share is calculated by dividing the for segment information presented.
88
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
89
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
cash flows are ‘solely payments of principal and > Amendments to Ind AS 12: Income Taxes
interest on the principal amount outstanding’ (the
The amendments clarify that the income tax
SPPI criterion) and the instrument is held within the consequences of dividends are linked more directly
appropriate business model for that classification. to past transactions or events that generated
The amendments to Ind AS 109 clarify that a distributable profits than to distributions to
financial asset passes the SPPI criterion regardless owners. Therefore, an entity recognises the income
of the event or circumstance that causes the early tax consequences of dividends in profit or loss,
termination of the contract and irrespective of which other comprehensive income or equity according
party pays or receives reasonable compensation for to where the entity originally recognised those past
the early termination of the contract. transactions or events.
The amendments should be applied retrospectively An entity applies those amendments for annual
and are effective for annual periods beginning on reporting periods beginning on or after 1st April
or after 1 April 2019. These amendments have no 2019. Since the Company’s current practice is in
impact on the financial statements of the Company. line with these amendments, the Company does not
expect any effect on its financial statements.
– Amendments to Ind AS 19: Plan Amendment,
Curtailment or Settlement > Amendments to Ind AS 23: Borrowing Costs
The amendments to Ind AS 19 address the accounting The amendments clarify that an entity treats as part
when a plan amendment, curtailment or settlement of general borrowings any borrowing originally made
occurs during a reporting period. The amendments to develop a qualifying asset when substantially all of
specify that when a plan amendment, curtailment the activities necessary to prepare that asset for its
or settlement occurs during the annual reporting intended use or sale are complete.
period, an entity is required to:
An entity applies those amendments to borrowing
- Determine current service cost for the remainder of costs incurred on or after the beginning of the annual
the period after the plan amendment, curtailment or reporting period in which the entity first applies those
settlement, using the actuarial assumptions used amendments. An entity applies those amendments
to remeasure the net defined benefit liability (asset) for annual reporting periods beginning on or after
reflecting the benefits offered under the plan and the 1 April 2019. Since the Company’s current practice
plan assets after that event. is in line with these amendments, the Company does
not expect any effect on its financial statements.
- Determine net interest for the remainder of the
period after the plan amendment, curtailment or 3 Critical Estimates and Judgements
settlement using: the net defined benefit liability
The preparation of standalone financial statements in
(asset) reflecting the benefits offered under the
conformity with Ind AS requires management to make
plan and the plan assets after that event; and the
judgments, estimates and assumptions, that affect
discount rate used to remeasure that net defined
the application of accounting policies and the reported
benefit liability (asset).
amounts of assets, liabilities, income, expenses and
The amendments also clarify that an entity first disclosures of contingent assets and liabilities at the
determines any past service cost, or a gain or loss date of these standalone financial statements and the
on settlement, without considering the effect of the reported amounts of revenues and expenses for the
asset ceiling. This amount is recognised in profit or years presented. Actual results may differ from these
loss. estimates. Estimates and underlying assumptions
are reviewed at each Balance Sheet date. Revisions
The amendments apply to plan amendments,
to accounting estimates are recognised in the period
curtailments, or settlements occurring on or after the
in which the estimate is revised and future periods
beginning of the first annual reporting period that
affected.
begins on or after 1 April 2019. These amendments
will apply only to any future plan amendments, This Note provides an overview of the areas that
curtailments, or settlements of the Company. involved a higher degree of judgement or complexity,
and of items which are more likely to be materially
– Annual improvement to Ind AS (2018)
adjusted due to estimates and assumptions turning
These improvements include: out to be different than those originally assessed.
90
Notes to Financial Statements
Detailed information about each of these estimates inherent in such matters, it is often difficult to predict
and judgements is included in relevant notes together the final outcome. The cases and claims against the
with information about the basis of calculation for Company often raise factual and legal issues that are
each affected line item in the standalone financial subject to uncertainties and complexities, including
statements. the facts and circumstances of each particular
case/claim, the jurisdiction and the differences in
The areas involving critical estimates or applicable law. The Company consults with legal
judgements are: counsel and other experts on matters related to
– Employee Benefits (Estimation of Defined specific litigations where considered necessary. The
Company accrues a liability when it is determined
Benefit Obligations) – Notes 2(q) and 38
that an adverse outcome is probable and the amount
Post-employment benefits represent obligations that of the loss can be reasonably estimated. In the event
will be settled in future and require assumptions to an adverse outcome is possible or an estimate is not
estimate benefit obligations. Post-employment benefit determinable, the matter is disclosed.
accounting is intended to reflect the recognition – Valuation of Deferred Tax Assets – Notes 2(r)
of benefit costs over the employees’ approximate and 20
service period, based on the terms of the plans
Deferred income tax expense is calculated based on the
and the investment and funding decisions made.
differences between the carrying value of assets and
The accounting requires the Company to make
liabilities for financial reporting purposes and their
assumptions regarding variables such as discount respective tax bases that are considered temporary in
rate and salary growth rate. Changes in these key nature. Valuation of deferred tax assets is dependent
assumptions can have a significant impact on the on management’s assessment of future recoverability
defined benefit obligations. of the deferred tax benefit. Expected recoverability
– Estimation of Expected Useful Lives of Property, may result from expected taxable income in the
future, planned transactions or planned optimising
Plant and Equipment – Notes 2(d) and 4.1
measures. Economic conditions may change and lead
Management reviews its estimate of useful lives of to a different conclusion regarding recoverability.
property, plant and equipment at each reporting
– Fair Value Measurements – Notes 2(j)(vi) and 41
date, based on the expected utility of the assets.
Uncertainties in these estimates relate to technical When the fair values of financial assets and financial
and economic obsolescence that may change the liabilities recorded in the Balance Sheet cannot be
utility of property, plant and equipment. measured based on quoted prices in active markets,
their fair values are measured using valuation
– Contingencies – Notes 2(u) and 35 techniques, including the discounted cash flow
Legal proceedings covering a range of matters are model, which involve various judgements and
pending against the Company. Due to the uncertainty assumptions.
91
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
@ Includes Buildings constructed on Leasehold Land - Gross Carrying Amount Rs. 187.22 Crores (Net Carrying Amount -
Rs. 157.52 Crores) [Previous Year - Gross Carrying Amount Rs. 187.09 Crores (Net Carrying Amount - Rs. 165.02 Crores)].
(Rs. in Crores)
4.2 Capital Work-in-progress Year ended Year ended
31st March, 2019 31st March, 2018
Carrying amount at the beginning of the year 8.12 32.06
Additions during the year 23.62 47.79
Capitalised during the year (14.97) (71.73)
Carrying amount at the end of the year 16.77 8.12
4.3 The Company has taken borrowings from banks which carry charge over certain property, plant and equipment
(Refer Note 44 for details).
4.4 Contractual obligations - Refer Note 36(a) for disclosure of contractual commitments for the acquisition of
property, plant and equipment.
4.5 Aggregate amount of depreciation has been included under ‘Depreciation and Amortisation Expense’ in the
Statement of Profit and Loss (Refer Note 28).
* Amounts are below the rounding off norm adopted by the Company.
92
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
4.6 Title deeds of immovable properties set out in Note 4.1 above, where applicable, are in the name of the Company
except as set out below which are in the name of Graphite Vicarb India Limited (GVIL)/Powmex Steels Limited
(PSL). The immovable properties of GVIL/PSL, inter alia, got transferred to and vested in the Company pursuant
to the respective Schemes of Arrangement in earlier years.
(Rs. in Crores)
Gross Carrying Amount Net Carrying Amount
Particulars As at 31st As at 31st As at 31st As at 31st
March, 2019 March, 2018 March, 2019 March, 2018
Certain Freehold Land at Nashik and Titilagarh (5 Title Deeds) 0.09 0.09 0.09 0.09
Certain Leasehold Land at Titilagarh (2 Title Deeds) 0.22 0.22 0.15 0.15
4.7 A portion of the land at Titilagarh including Freehold Land mentioned in Note 4.6 above is under dispute on legal
ownership - Rs. 2.67 Crores (Previous Year - Rs. 2.67 Crores) disclosed as contingent liability and included under
‘Other Matters’ in Note 35(i)(h).
(Rs. in Crores)
5 Intangible Assets Computer Software
- Acquired
Year ended 31st March, 2018
Gross Carrying Amount
Opening Balance 2.21
Additions 0.16
Closing Balance 2.37
Accumulated Amortisation
Opening Balance 1.12
For the Year 0.58
Closing Balance 1.70
Net Carrying Amount 0.67
Year ended 31st March, 2019
Gross Carrying Amount
Opening Balance 2.37
Additions 0.88
Closing Balance 3.25
Accumulated Amortisation
Opening Balance 1.70
For the Year 0.43
Closing Balance 2.13
Net Carrying Amount 1.12
5.1 The amortisation has been included under ‘Depreciation and Amortisation Expense’ in the Statement of Profit and
Loss (Refer Note 28).
93
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
6 Investments Ast at As at
Face Value Number 31st March, 2019 31st March, 2018
Unquoted, Fully paid
Non-current Investments
Investments in Equity Instruments
In Subsidiary Companies
Graphite International B.V. @ Euro 1 1,73,00,000 45.37 45.37
Carbon Finance Limited @ Rs.10 53,00,000 30.04 30.04
In Other Body Corporate # $
Sai Wardha Power Limited - Class A Equity
Shares Rs.10 24,76,558 - -
Greenko Bagewadi Wind Energies Private
Limited Rs.10 1,20,000 0.12 0.12
Investments in Preference Shares
In Other Body Corporate ^ $
Sai Wardha Power Limited
0.01% Class A Redeemable Preference Shares Rs.10 31,23,442 - -
Investments in Debentures ^ 307.70 -
Investments in Mutual Funds # 191.67 132.73
574.90 208.26
Current Investments
Investments in Commercial Papers ^ 24.96 99.33
Investments in Corporate Deposits ^ 375.00 -
Investments in Debentures ^ 222.00 -
Investments in Mutual Funds # 1,369.51 933.51
1,991.47 1,032.84
2,566.37 1,241.10
6.1 Refer Note 41 for information about fair value measurements and Note 42 for credit risk and market risk on
investments.
94
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
7 Trade Receivables ^^ As at As at
31st March, 2019 31st March, 2018
Unsecured :
Considered Good # 704.52 758.82
Considered Doubtful 10.43 6.47
Less: Provision for Doubtful Debts (10.43) (6.47)
704.52 758.82
7.1 Refer Note 44 for receivables secured against borrowings and Note 42 for information about credit risk and
market risk on receivables.
8.1 There are no repatriation restrictions with regard to Cash and Cash Equivalents as at the end of the current
reporting period and prior periods.
10 Loans ^^
Non-current
Unsecured, Considered Good :
Loans to Employees $ 1.34 1.34
Security Deposits 6.77 6.53
8.11 7.87
Current
Unsecured, Considered Good :
Loans to Employees $ 1.24 2.27
Security and Other Deposits 2.99 1.29
4.23 3.56
12.34 11.43
95
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
11 Other Financial Assets @ As at As at
31st March, 2019 31st March, 2018
Non-current
Unsecured, Considered Good:
Fixed Deposits with Banks 0.04 0.08
(with maturity of more than twelve months)
(Lodged with Government Authority/Others)
Accrued Interest on Fixed Deposits - *
0.04 0.08
Current
Unsecured, Considered Good:
Receivables from a Subsidiary 4.72 2.18
Claims Receivable/Charges Recoverable 1.51 0.71
Export Entitlements Receivable 31.65 23.34
Accrued Interest on Investments 7.24 -
Accrued Interest on Deposits
with Banks 0.04 0.03
with Others 10.73 0.48
Others 6.74 10.45
62.63 37.19
62.67 37.27
@ Financial Assets carried at Amortised Cost.
12 Inventories
12.2 Above includes Inventories carried at Fair Value Less Cost to Sell 0.02 2.52
* Amounts are below the rounding off norm adopted by the Company.
96
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
13 Other Assets As at As at
31st March, 2019 31st March, 2018
Non-current
Unsecured, Considered Good:
Capital Advances 3.77 7.18
Balances with Government Authorities @ 5.48 4.88
Others
Prepaid Expenses 0.80 0.33
10.05 12.39
Current
Unsecured, Considered Good:
Balances with Government Authorities ^ 65.57 23.02
Advance to Suppliers/Service Providers (other than capital) 21.88 31.76
Unbilled Revenue - 0.52
Prepaid/Advance for Expenses 1.98 2.41
89.43 57.71
99.48 70.10
@ Above represent payments made to various Government Authorities under protest relating to certain indirect tax
matters.
^ Balances with Government Authorities primarily include amounts realisable from the excise, value added tax and
customs authorities of India and the unutilised goods and service tax input credits on purchases. These are generally
realised within one year or regularly utilised to offset the goods and service tax liability on goods manufactured/sold
by the Company. Accordingly, these balances have been classified as current assets.
Authorised
20,00,00,000 Equity Shares of Rs. 2/- each Fully Paid-up @ 40.00 40.00
Issued, Subscribed and Paid-up
19,53,75,594 Equity Shares of Rs. 2/- each Fully Paid-up @ 39.08 39.08
Add: Forfeited Shares * *
39.08 39.08
@ There were no changes in number of shares during the years ended 31st March, 2019 and 31st March, 2018.
(a) The Company has only one class of Equity Shares having a par value of Rs. 2/- per share. Each shareholder is
eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval
of the shareholders in the ensuing Annual General Meeting except in case of interim dividend. In the event of
liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution
of all preferential amounts in proportion to their shareholding.
* Amounts are below the rounding off norm adopted by the Company.
97
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
14.2 Other Equity As at As at
31st March, 2019 31st March, 2018
- Reserves and Surplus
Capital Reserve 0.46 0.46
Capital Redemption Reserve 5.75 5.75
Securities Premium 200.97 200.97
General Reserve 1,336.50 1,336.50
Retained Earnings [Refer (i) below] 3,070.66 1,019.03
4,614.34 2,562.71
Capital Reserve
Capital Reserve has been primarily created on amalgamation in earlier years.
98
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
15 Borrowings As at As at
31st March, 2019 31st March, 2018
Current
Secured*
Bill Discounting Facilities 0.74 10.47
Loans Repayable on Demand from Banks
- Cash Credit/Export Credit Facilities 152.31 73.20
Unsecured
Bill Discounting Facilities - 10.85
Loans Repayable on Demand from Banks
- Cash Credit and Export Credit Facilities 105.72 57.89
Buyer's Credit 100.82 2.88
359.59 155.29
*Secured -
(a) By a first pari passu charge by way of hypothecation of inventories and book debts of the Company, both
present and future; and
(b) By a second pari passu charge on the Company’s movable fixed assets.
15.1 Refer Note 44 for details of carrying amount of assets pledged as security for secured borrowings and Note 42
for information about liquidity risk and market risk on borrowings.
16 Trade Payables
Non-current
Trade Payables
Total Outstanding dues of Creditors other than Small Enterprises
and Micro Enterprises - 0.03
- 0.03
Current
Trade Payables
Total Outstanding dues of Small Enterprises and Micro Enterprises
(Refer Note 32) 5.73 5.51
Total Outstanding dues of Creditors other than Small Enterprises
and Micro Enterprises @ 567.03 389.31
572.76 394.82
572.76 394.85
16.1 Refer Note 42 for information about liquidity risk and market risk on trade payables.
99
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
17 Other Financial Liabilities As at As at
31st March, 2019 31st March, 2018
Non-current
Security Deposits 0.01 0.01
0.01 0.01
Current
Employee Benefits Payable 80.56 24.62
Interest Accrued 0.94 0.09
Unpaid Dividends 5.28 3.47
Capital Liabilities 5.07 7.08
Claims/Charges Payable # 2.79 5.19
Security Deposits 0.37 0.36
Remuneration Payable to Non-executive Directors 21.03 10.80
116.04 51.61
116.05 51.62
Current
Dues Payable to Government Authorities @ 20.25 52.30
Advances from Customers 19.65 62.24
39.90 114.54
@ Dues Payable to Government Authorities comprise sales tax, excise duty, withholding taxes, service tax,
value added tax, entry tax, goods and service tax and other taxes payable.
19 Provisions
Current
Provisions for Employee Benefits (Refer Note 38) 21.99 18.53
Provision for Litigations/Claims 12.06 12.37
34.05 30.90
100
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
Significant components and movement in Deferred Tax Assets and Liabilities during the year
(Rs. in Crores)
As at Recognised in As at
31st March, 2018 Profit or Loss 31st March, 2019
Deferred Tax Liabilities
Property, Plant and Equipment and Intangible Assets 107.25 (1.03) 106.22
Financial Assets at Fair Value through Profit or Loss -
17.09 14.52 31.61
Investments
Total Deferred Tax Liabilities 124.34 13.49 137.83
Deferred Tax Assets
Provision for Employee Benefits 6.06 0.48 6.54
Employee Benefits Payable 0.15 (0.01) 0.14
Dues Payable to Government Authorities 8.12 (5.88) 2.24
Trade Receivables 2.26 1.39 3.65
Provision towards Voluntary Retirement Scheme - 11.67 11.67
Tax Credits Carry Forward 13.25 (0.46) 12.79
Total Credit Utilised - - (12.79)
Total Deferred Tax Assets 29.84 7.19 24.24
Deferred Tax Liabilities (Net) 94.50 6.30 113.59
As at Recognised in As at
31st March, 2017 Profit or Loss 31st March, 2018
Deferred Tax Liabilities
Property, Plant and Equipment and Intangible Assets 102.43 4.82 107.25
Financial Assets at Fair Value through Profit or
Loss - Investments 16.90 0.19 17.09
Short-term Borrowings 0.07 (0.07) -
Total Deferred Tax Liabilities 119.40 4.94 124.34
Deferred Tax Assets
Provision for Employee Benefits 5.81 0.25 6.06
Employee Benefits Payable 0.16 (0.01) 0.15
Dues Payable to Government Authorities 7.49 0.63 8.12
Trade Receivables 6.81 (4.55) 2.26
Tax Credits Carry Forward 15.10 (1.85) 13.25
Total Deferred Tax Assets 35.37 (5.53) 29.84
Deferred Tax Liabilities (Net) 84.03 10.47 94.50
101
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
21 Revenue from Operations Year ended Year ended
31st March, 2019 31st March, 2018
Sale of Products (Refer Note 21.1 below)
Graphite Electrodes and Miscellaneous Graphite Products* 6,139.05 2,572.20
Carbon Paste 16.54 11.40
Calcined Petroleum Coke* 82.83 68.31
Impervious Graphite Equipment and Spares 163.66 116.89
GRP/FRP Pipes and Tanks 43.86 74.73
High Speed Steel 114.89 70.45
Alloy Steel 3.80 3.68
Electricity 1.14 0.53
Others 28.46 18.89
Sale of Services (Processing/Service Charges) 2.87 4.28
Contract Revenue (Supply and Laying of Pipes, etc.) 0.46 -
Other Operating Revenues
Export Entitlement 121.88 37.47
Royalty 17.86 4.60
6,737.30 2,983.43
21.1 In accordance with the requirements of Ind AS, Revenue from Sale of Products for the period after 30th June,
2017 is net of Goods and Services Tax (‘GST’). However, Revenue for the period up to 30th June, 2017 is
inclusive of Excise Duty.
102
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
22 Other Income Year ended Year ended
31st March, 2019 31st March, 2018
Interest Income
From Financial Assets at Amortised Cost
- Investments 28.87 1.07
- Loans and Deposits 22.46 0.96
- Trade Receivables 10.25 7.52
From Income-tax/Other Government Authorities 10.38 1.93
71.96 11.48
Others
Net Gain on Investments Carried at Fair Value through Profit or Loss
[Includes Net Unrealised Fair Value Gains arisen during the year of
Rs. 74.92 Crores (Previous Year - Rs. 38.34 Crores)] 102.01 52.43
Guarantee Fee (Refer Note 40) 0.56 1.40
Liabilities no longer required Written Back 8.10 3.73
Provision for Doubtful Debts Written Back 0.40 4.23
Reversal of Allowance for Credit Losses on Trade Receivables - 9.29
Net Gain on Disposal of Property, Plant and Equipment [Net of
Loss on Disposal of Property, Plant and Equipment Rs. 0.06 Crores
(Previous Year - Rs. 0.38 Crores)] 1.66 0.22
Net Gain on Foreign Currency Transactions and Translation 6.88 2.28
Other Non-operating Income 4.78 3.83
124.39 77.41
196.35 88.89
24 Purchases of Stock-in-trade
Graphite Electrodes and Miscellaneous Graphite Products - 6.45
Calcined Petroleum Coke - 5.35
- 11.80
103
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
25 Changes in Inventories of Finished Goods and Work-in-progress Year ended Year ended
31st March, 2019 31st March, 2018
Finished Goods
Closing Stock 331.60 54.30
Deduct: Opening Stock 54.30 59.53
(277.30) 5.23
Work-in-progress
Closing Stock 701.17 299.14
Deduct: Opening Stock 299.14 307.09
(402.03) 7.95
(679.33) 13.18
25.1 Write-downs of inventories to net realisable value amounted to Rs. 0.10 Crores (Previous Year – Rs. 0.26
Crores). These were recognised as an expense and included in Changes in Inventories of Finished Goods and
Work-in-progress above.
27 Finance Costs
Interest Expense on
- Borrowings from Banks 10.02 5.42
- Others 0.56 0.33
Other Borrowing Costs 0.31 0.43
10.89 6.18
104
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
29 Other Expenses Year ended Year ended
31st March, 2019 31st March, 2018
Consumption of Stores and Spare Parts (Refer Note 29.1) 219.25 160.71
Power and Fuel 328.75 299.23
Rent 2.03 1.69
Repairs and Maintenance :
- Buildings 6.09 4.00
- Plant and Machinery 27.49 18.36
- Others 5.27 3.57
Insurance 11.00 5.38
Rates and Taxes 2.75 6.17
29.2 Represents the difference between excise duty on opening and closing stock of finished goods, etc.
(a) Gross amount required to be spent by the Company during the year 10.49 2.35
(b) Expenditure towards Corporate Social Responsibility Activities
comprises employee benefits expense of Rs. 0.05 Crores (Previous
Year - Rs. 0.03 Crores), amount paid to B D Bangur Endowment
towards construction/acquisition of assets Rs. 0.72 Crores (Previous
Year - Rs. 0.05 Crores) and for other purposes Rs. 1.51 Crores
(Previous Year - Rs. 0.65 Crores) and amount paid to Amrit Somani
Memorial Trust for projects relating to autistic childrens Rs. 20.00
Crores (Previous Year - Rs. Nil). 22.28 0.73
105
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
29.4 Payment to Auditors @ - Year ended Year ended
31st March, 2019 31st March, 2018
As Auditor -
Audit Fee 0.38 0.30
Limited Review 0.31 0.15
In Other Capacity -
Other Services (Certification Fees) 0.01 0.03
Reimbursement of Expenses 0.03 0.02
0.73 0.50
@ Including Rs. Nil (Previous Year - Rs. 0.13 Crores) paid to the preceeding auditor.
30 Tax Expense
A. Tax Expense Recognised in the Statement of Profit and Loss
Current Tax
Current Tax on Profits for the Year 1,489.22 467.70
Adjustment for Current Tax of Earlier Years (20.64) (2.98)
1,468.58 464.72
Deferred Tax
Origination and Reversal of Temporary Differences 6.30 10.47
106
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
Year ended Year ended
31 Earnings per Equity Share 31st March, 2019 31st March, 2018
(A) Basic and Diluted Earning
(i) Number of Equity Shares at the beginning of the year 19,53,75,594 19,53,75,594
(ii) Number of Equity Shares at the end of the year 19,53,75,594 19,53,75,594
(iii) Weighted Average Number of Equity Shares outstanding
during the Year 19,53,75,594 19,53,75,594
(iv) Face Value of each Equity Share (Rs.) 2 2
(v) Profit after Tax available for Equity Shareholders
Profit for the Year (Rs. in Crores) 2,805.75 913.63
(vi) Basic and Diluted Earnings per Equity Share (Rs.)[(v)/(iii)] 143.61 46.76
(i) The Principal amount and Interest due thereon remaining unpaid to
any supplier at the end of the accounting year
Principal 5.71 5.50
Interest - -
(ii) The amount of interest paid by the buyer in terms of Section 16 of the
Micro, Small and Medium Enterprises Development (MSMED) Act,
2006 along with the amount of the payment made to the supplier
beyond the appointed day during the year
Principal 0.01 0.10
Interest 0.01 *
(iii) The amount of interest due and payable for the period of delay in
making payment (which have been paid but beyond the appointed
day during the year) but without adding the interest specified under
this Act.
Principal 7.45 5.28
Interest 0.02 0.01
(iv) The amount of interest accrued and remaining unpaid at the end of
the accounting year. 0.02 0.01
(v) The amount of further interest remaining due and payable even
in the succeeding years, until such date when the interest due on
above are actually paid to the small enterprise for the purpose of
disallowance as a deductible expenditure under Section 23 of the
MSMED Act, 2006 - -
The above particulars, as applicable, have been given in respect of MSEs to
the extent they could be identified on the basis of the information available
with the Company.
* Amounts are below the rounding off norm adopted by the Company.
107
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
34 The Company has cancellable operating lease arrangements for certain accommodation. Terms of such lease
include option for renewal on mutually agreed terms. There are no restrictions imposed by lease arrangements and
there are no purchase options or sub leases or contingent rents. Operating lease rentals for the year recognised in
profit or loss amounts to Rs. 2.03 Crores (Previous Year - Rs. 1.69 Crores).
(Rs. in Crores)
35 Contingencies As at As at
31st March, 2019 31st March, 2018
(i) Claims against the Company not acknowledged as debts :
Taxes, duties and other demands (under appeal/dispute)
(a) Excise Duty 3.90 2.51
(b) Customs Duty 10.39 11.83
(c) Service Tax 11.68 13.10
(d) Sales Tax/Value Added Tax 4.98 5.46
(e) Entry Tax 1.50 1.50
(f) Income Tax 47.90 8.86
(g) Labour Related Matters 9.12 9.12
(h) Other Matters (Property, Rental, etc.) 3.19 3.19
(ii) Customer appeal pending at High Court against award/order in favour of 13.70 13.70
the Company by Arbitral Tribunal and District Court relating to charges
deducted, consequential loss of profit and interest in a construction
contract. The Company has withdrawn the entire disputed amount
deposited by the customer before High Court with a bank guarantee for
50% of the amount as per the directions of the High Court.
36 Commitments
(i) Aggregate amount of cost incurred and recognised profits less recognised
losses - 88.36
(ii) The amount of customer advances - *
(iii) The amount of retentions due from customers 0.77 7.73
(iv) Gross amount due from customers for contract work as an asset - 2.41
(v) Gross amount due to customers for contract work as a liability - -
* Amounts are below the rounding off norm adopted by the Company.
108
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
38 Employee Benefits:
(I) Post-employment Defined Benefit Plans:
(A) Gratuity (Funded)
The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. The gratuity
plan is governed by the Payment of Gratuity Act,1972 without ceiling limit, except Rs. 0.20 crores for powmex
division. As per the plan, the Gratuity Fund Trusts, administered and managed by the Trustees and funded
primarily with Life Insurance Corporation of India (LICI), make payment to vested employees at retirement,
death, incapacitation or termination of employment, of an amount based on the respective employee’s salary
and the tenure of employment. Vesting occurs upon completion of five years of service. The Trustees are
responsible for the overall governance of the plan and to act in accordance with the provisions of the trust
deed and rules in the best interests of the plan participants. Each year an Asset-Liability matching study is
performed in which the consequences of the strategic investment policies are analysed in terms of risk and
return profiles. Investment and contribution policies are integrated within this study. Liabilities with regard
to the Gratuity Plan are determined by actuarial valuation as set out in Note 2(q)(ii) above, based upon which,
the Company makes contributions to the Employees’ Gratuity Funds.
The following table sets forth the particulars in respect of the Gratuity Plan (Funded) of the Company:
(Rs. in Crores)
Year ended Year ended
31st March, 2019 31st March, 2018
(a) Reconciliation of Opening and Closing Balances of the Present
Value of the Defined Benefit Obligation:
Present Value of Obligation at the beginning of the year 35.73 34.81
Current Service Cost 2.45 2.29
Interest Cost 2.57 2.35
Remeasurements Losses
Actuarial (Gains)/Losses arising from Changes in Financial
Assumptions (0.16) (1.21)
Actuarial Losses arising from Changes in Experience Adjustments 0.78 0.08
Benefits Paid (2.00) (2.59)
Present Value of Obligation at the end of the year 39.37 35.73
(b) Reconciliation of the Opening and Closing Balances of the Fair
Value of Plan Assets :
Fair Value of Plan Assets at the beginning of the year 34.83 29.80
Interest Income 2.54 2.18
Remeasurements Gains
Return on Plan Assets (excluding amount included in
Net Interest Cost) (0.02) 0.27
Contributions by Employer 1.05 5.17
Benefits Paid (2.00) (2.59)
Fair Value of Plan Assets at the end of the year 36.40 34.83
(c) Reconciliation of the Present Value of the Defined Benefit
Obligation and the Fair Value of Plan Assets:
Present Value of Obligation at the end of the year 39.37 35.73
Fair Value of Plan Assets at the end of the year 36.40 34.83
Liabilities Recognised in the Balance Sheet 2.97 0.90
(d) Actual Return on Plan Assets 2.52 2.45
(e) Expense Recognised in the Other Comprehensive Income:
Remeasurements Losses (Net) 0.63 (1.40)
0.63 (1.40)
109
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
Year ended Year ended
31st March, 2019 31st March, 2018
(f) Expense Recognised in Profit or Loss:
Current Service Cost 2.45 2.29
Net Interest Cost 0.03 0.17
Total @ 2.48 2.46
@ Recognised under ‘Contribution to Provident and
Other Funds’ in Note 26.
(g) Category of Plan Assets: In % In %
Funded with LICI 99.66 99.57
Cash and Cash Equivalents 0.34 0.43
100 100
Assumptions regarding future mortality experience are based on mortality tables of ‘Indian Assured Lives
Mortality (2006-2008) published by the Institute of Actuaries of India.
The estimate of future salary increases takes into account inflation, seniority, promotion and other relevant
factors, such as demand and supply in the employment market.
The above sensitivity analysies are based on a change in an assumption while holding all other assumptions
constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated.
When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same
method (present value of the defined benefit obligation calculated with the projected unit credit method at the
end of the reporting period) has been applied as when calculating the defined benefit obligation recognised in
the Balance Sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to
the prior period.
(j) The Company expects to contribute Rs. 5.60 Crores (Previous year - Rs. 3.51 Crores) to the funded gratuity
plans during the next financial year.
(k) The weighted average duration of the defined benefit obligation as at 31st March, 2019 is 9.34 years
(Previous year – 9.56 years).
110
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
at retirement, death or cessation of employment. The Trusts invest funds following a pattern of investments
prescribed by the Government. The interest rate payable to the members of the Trusts is not lower than the rate
of interest declared annually by the Government under The Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952 and shortfall, if any, on account of interest is to be made good by the Company.
In view of the Company’s obligation to meet shortfall, if any, on account of interest, Provident Fund Trusts set
up by the Company are treated as defined benefit plans.
The Actuary has carried out actuarial valuation of plan’s liabilities and interest rate guarantee obligations
as at the Balance Sheet date using Projected Unit Credit Method and Deterministic Approach as outlined in
the Guidance Note 29 issued by the Institute of Actuaries of India. Based on such valuation, an amount of
Rs. 0.32 Crores (Previous year - Rs. 0.25 Crores) has been provided towards future anticipated shortfall with
regard to interest rate obligation of the Company as at the Balance Sheet date. Further during the year, the
Company’s contribution of Rs.0.32 Crores (Previous year – Rs. 0.34 Crores) to the Provident Fund Trusts has
been expensed under the ‘Contribution to Provident and Other Funds’ in Note 26. Disclosures given hereunder
are restricted to the information available as per the Actuary’s Report -
Certain categories of employees of the Company receive benefits from a provident fund, a defined contribution
plan. Both the employee and employer make monthly contributions to a government administered fund at
specified percentage of the covered employee’s qualifying salary. The Company has no further obligations
under the plan beyond its monthly contributions.
During the year, an amount of Rs. 9.09 Crores (Previous year - Rs. 8.67 Crores) has been recognised as
expenditure towards above defined contribution plans of the Company.
The total provision recorded by the Company towards this obligation was Rs. 18.72 Crores and Rs.17.36
Crores as at 31st March, 2019 and 31st March, 2018 respectively. The amount of the provision is presented
as current, since the Company does not have an unconditional right to defer settlement for any of these
obligations. However, based on past experience, the Company does not expect all employees to take the full
amount of accrued leave or require payment within the next 12 months. The following amounts reflect leave
that is not expected to be taken or paid within the next 12 months.
111
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
31st March, 2019 31st March, 2018
Leave provision not expected to be settled within the next 12 months 16.69 15.36
Demographic Risk
In the valuation of the liability, certain demographic (mortality and attrition rates) assumptions are made. The
Company is exposed to this risk to the extent of actual experience eventually being worse compared to the
assumptions thereby causing an increase in the benefit cost.
39 Segment Information
a) Graphite and Carbon Segment, engaged in the production of Graphite Electrodes, Other Miscellaneous
Graphite and Carbon Products and related Processing/Service Charges.
b) Others Segment engaged in manufacturing/laying of GRP Pipes, and in manufacturing of High Speed
Steel and Alloy Steel and Power Generating Unit exclusively for outside sale.
Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss
in the standalone financial statements. Also, the Company’s borrowings (including finance costs), income
taxes, investments and derivative instruments are managed at head office and are not allocated to operating
segments.
Sales between segments are carried out on cost plus appropriate margin and are eliminated on consolidation.
The segment revenue is measured in the same way as in the Statement of Profit and Loss.
Segment assets and liabilities are measured in the same way as in the standalone financial statements. These
assets and liabilities are allocated based on the operations of the segment and the physical location of the
assets.
112
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
B. Segment Revenues, Segment Result and Other Information as at/for the year:-
(Rs. in Crores)
Graphite and Carbon Others Total
2018-19 2017-18 2018-19 2017-18 2018-19 2017-18
Revenue from Operations
External Sales 6,433.32 2,790.92 164.24 150.44 6,597.56 2,941.36
Other Operating Revenues 139.73 42.06 0.01 0.01 139.74 42.07
6,573.05 2,832.98 164.25 150.45 6,737.30 2,983.43
Inter Segment Sales 1.52 0.12 0.20 0.16 1.72 0.28
Segment Revenues 6,574.57 2,833.10 164.46 150.61 6,739.02 2,983.71
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
Name Relationship
Where control exists
Emerald Company Private Limited (ECL)# Immediate and Ultimate Parent Company
Carbon Finance Limited# Wholly Owned Subsidiary Company
Graphite International B.V. (GIBV)## Wholly Owned Subsidiary Company
Bavaria Carbon Holdings GmbH@ Wholly Owned Subsidiary Company of GIBV
Bavaria Carbon Specialities GmbH@ Wholly Owned Subsidiary Company of GIBV
Bavaria Electrodes GmbH@ Wholly Owned Subsidiary Company of GIBV
Graphite Cova GmbH@ Wholly Owned Subsidiary Company of GIBV
Where control does not exists:
General Graphene Corporation^ Associate Company of GIBV
#Principal place of business - India
##Principal place of business - Netherlands
@Principal place of business - Germany
^ Principal place of business - The United States of America.
Individual owning an interest in the voting power of ECL that gives
Mr. K. K. Bangur, Chairman
him control over the Company, Ultimate Controlling Party (UCP)
Others with whom transactions have taken place during the year :
Shree Laxmi Agents Limited Fellow Subsidiary
Carbo Ceramics Limited Associate of ECL
Ms. Manjushree Bangur, Ms. Divya Bagri, Ms. Aparna
Relatives of UCP
Bangur, Mr. Siddhant Bangur and Ms. Rukmani Devi Bangur.
GKW Limited, B.D. Bangur Endowment, Emerald Family Trust and
Entities under significant influence of UCP
K.K.Bangur Family Trust
Mr. M. B. Gadgil Key Management Personnel (KMP) - Executive Director (ED)
Mr. P.K. Khaitan, Mr. N.S. Damani, Mr. A.V. Lodha, Dr. R. Srinivasan,
Mr. Gaurav Swarup, Mr. N. Venkataramani, Mr. J. D. Curravala, Key Management Personnel - Non-executive Directors (NED)
Ms. Shalini Kamath
Mr. S.W. Parnerkar Key Management Personnel - Chief Financial Officer (CFO)
Mr. B.Shiva Key Management Personnel - Company Secretary (CS)
Khaitan & Co LLP- New Delhi & Kolkata, Khaitan & Co AOR- New Delhi,
Entities under significant influence of NED
Khaitan & Co.- Mumbai, Firm in which a Director is a Partner
OCL India Limited, Company in which a Director is on Board Entities under significant influence of NED
First Capital Consultants LLP, Kolkata, Firm in which relative of a
Relatives of NED
Director is Partner
Ms. Amrutha Venkataramani N. and Ms.Yasmin Jemi Curravala Relatives of NED
Mr. M.C. Darak, Mr. S. Marda and Mr. B. Shiva Key Management Personnel (KMP) of ECL
Mr. R.G. Darak Relative of KMP of ECL
114
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
(ii) Particulars of transactions during the year Year ended Year ended
31st March, 2019 31st March, 2018
(A) Immediate and Ultimate Parent Company
Dividend Paid 382.65 83.71
(B) Wholly Owned Subsidiary Companies
Graphite Cova GmbH
Sale of Goods 172.11 55.85
Purchase of Materials 1.06 22.97
Royalty Income 17.86 4.60
Guarantee Fee Income 0.56 1.40
Recoveries / (Reimbursement) of Expenses (Net) (0.05) (0.15)
Corporate Guarantee Renewed - 205.56
Corporate Guarantee Released 27.21 -
Corporate Guarantee Given 54.34 16.12
Carbon Finance Limited
Rent Expense 1.10 1.11
Total 274.19 307.46
(C) Fellow Subsidiary
Dividend Paid 2.83 0.62
(D) Associate of ECL
Dividend Paid 1.24 0.27
(E) UCP
Dividend Paid 6.10 1.33
Sitting Fees 0.02 0.02
Commission 20.00 10.00
Total 26.12 11.35
(F) Relatives of UCP
Dividend Paid
Ms. Manjushree Bangur 0.80 0.17
Ms. Divya Bagri 0.54 0.12
Ms. Aparna Bangur 0.60 0.13
Mr. Siddhant Bangur * -
Ms. Rukmani Devi Bangur 0.18 0.04
Total 2.12 0.46
(G) Entities under significant influence of UCP
Dividend Paid
GKW Limited 12.80 2.80
Emerald Family Trust * -
K.K.Bangur Family Trust * -
Contributions made
B. D. Bangur Endowment 2.24 0.70
Total 15.04 3.50
*Amount are below the rounding off norm adopted by the Company.
115
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(I) NED
Dividend Paid
Mr. N. Venkataramani 0.01 *
Mr. J. D. Curravala 0.02 *
Sitting Fees
Mr. N.S. Damani 0.01 0.01
Mr. A.V. Lodha 0.02 0.03
Dr. R. Srinivasan 0.01 0.02
Mr. P.K. Khaitan 0.02 0.02
Mr. N. Venkataramani 0.02 0.02
Mr. J. D. Curravala 0.02 0.02
Mr. Gaurav Swarup 0.01 *
Ms. Shalini Kamath 0.01 0.01
Commission
Mr. N.S. Damani 0.10 0.08
Mr. A.V. Lodha 0.13 0.10
Dr. R. Srinivasan 0.13 0.10
Mr. P.K. Khaitan 0.10 0.08
Mr. N. Venkataramani 0.25 0.20
Mr. J. D. Curravala 0.12 0.10
Mr. Gaurav Swarup 0.10 0.07
Ms. Shalini Kamath 0.10 0.07
Total 1.18 0.93
(J) Entities under significant influence of NED
Professional Fees
Khaitan & Co LLP, New Delhi 0.28 0.40
Khaitan & Co AOR, New Delhi 0.18 -
Khaitan & Co LLP, Kolkata 0.24 0.26
Khaitan & Co LLP, Mumbai 0.92 0.73
Purchase of Stores
OCL India Limited 0.14 0.47
Total 1.76 1.86
*Amounts are below the rounding off norm adopted by the Company.
116
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
As at As at
(iii) Balances Outstanding 31st March, 2019 31st March, 2018
(A) Wholly Owned Subsidiary Companies
Graphite Cova GmbH
Trade Receivables 36.86 9.39
Other Financial Assets 4.72 2.18
Trade Payables - 14.18
Other Financial Liabilities 0.11 0.24
Outstanding Corporate Guarantees 240.91 221.68
Graphite International B.V.
Investments in Shares 45.37 45.37
Carbon Finance Limited - -
Investments in Shares 30.04 30.04
Total 358.01 323.07
*Amounts are below the rounding off norm adopted by the Company.
117
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
As at As at
(iii) Balances Outstanding 31st March, 2019 31st March, 2018
(B) UCP
Other Current Liabilities 20.00 10.00
(C) KMP
Other Current Liabilities
ED 4.19 2.69
CFO 0.07 0.06
CS 0.08 0.06
Total 4.34 2.81
Financial Assets - Loan
CFO * 0.03
(D) NED
Other Current Liabilities
Mr. N.S. Damani 0.10 0.08
Mr. A.V. Lodha 0.13 0.10
Dr. R. Srinivasan 0.13 0.10
Mr. P.K. Khaitan 0.10 0.08
Mr. N. Venkataramani 0.25 0.20
Mr. J. D. Curravala 0.12 0.10
Mr. Gaurav Swarup 0.10 0.08
Ms. Shalini Kamath 0.10 0.08
Total 1.03 0.80
(E) Relatives of NED
Other Current Liabilities
Khaitan & Co LLP, Kolkata 0.01 0.07
(F) PEBP
Other Current Liabilities
Graphite India Limited Provident Fund 0.07 0.06
GIL Officers Provident Fund 0.06 0.05
Total 0.13 0.11
*Amounts are below the rounding off norm adopted by the Company.
118
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(a) In respect of investments in mutual funds, the fair values represent net asset value as stated by the issuers of
these mutual fund units in the published statements. Net asset values represent the price at which the issuer will
issue further units in the mutual fund and the price at which issuers will redeem such units from the investors.
Accordingly, such net asset values are analogous to fair market value with respect to these investments, as
transactions of these mutual funds are carried out at such prices between investors and the issuers of these units
of mutual funds.
(b) The management assessed that fair values, of trade receivables, cash and cash equivalents, other bank balances,
other financial assets, investments in Commercial Papers, Corporate Deposits and Debentures, trade payables,
borrowings and other financial liabilities, approximate to their carrying amounts largely due to the short-term
maturities of these instruments. Further, management also assessed the carrying amount of certain loans at
floating interest rates which are a reasonable approximation of their fair values and the difference between the
carrying amounts and fair values is not expected to be significant.
(c) The fair value of remaining financial instruments is determined on discounted cash flow analysis using a current
lending / discount rate, as considered appropriate.
For financial assets carried at fair value, the carrying amounts are equal to their fair values.
This section explains the judgements and estimates made in determining the fair values of the financial instruments
that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are
disclosed in the standalone financial statements. To provide an indication about the reliability of the inputs used in
119
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
determining fair value, the Company has classified its financial instruments into three levels prescribed under the
accounting standard. An explanation of each level follows below.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the counter
derivatives) is determined using valuation techniques which maximise the use of observable market data and rely
as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are
observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included
in level 3. This is the case for unlisted equity securities included in level 3.
The Company’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the
reporting period. There are no transfers between level 1 and level 2 fair value measurements during the year ended
31st March, 2019 and 31st March, 2018.
(Rs. in Crores)
31st March, 2019 31st March, 2018
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
(a) Recognised and Measured at Fair Value -
Recurring Measurements
Financial Assets
Investments
- Mutual Funds - 1,561.18 - - 1,066.24 -
- Unquoted Equity Investments - - 0.12 - - 0.12
- 1,561.18 0.12 - 1,066.24 0.12
(b) Amortised Cost for which Fair Values are
Disclosed
Financial Assets ^
Investments
-Commercial Papers, Corporate Deposits and
- 929.66 - - 99.33 -
Debentures
- 929.66 - - 99.33 -
^ Amortised cost approximates the fair value as on the date of reporting.
The Company’s senior management oversees the management of above risks. The senior executives working to manage the
financial risks are accountable to the Audit Committee and the Board of Directors. This process provides assurance to the
Company’s senior management that the Company’s financial risks-taking activities are governed by appropriate policies
and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies
and the Company’s risk appetite.
This Note explains the sources of risk which the entity is exposed to and how the entity manages the risk. The Board of
Directors reviews and agrees policies for managing each of these risks, which are summarised below :
120
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
Trade Receivables
Trade receivables are typically unsecured and are derived from revenue earned from customers. Customer credit risk is
managed by each business unit subject to the Company’s established policy and procedures which involve credit approvals,
establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants
credit terms in the normal course of business. Outstanding customer receivables are regularly monitored and any shipments
to major customers are generally covered by letters of credit or other forms of credit assurance.
The Company’s exposure to customers is diversified and no single customer contributes to more than 10% of total revenues.
Credit risk from balances with banks, term deposits, loans, investments, corporate deposits and derivative instruments
is managed by Company’s finance department. Investments of surplus funds are made only with approved counterparties
who meet the minimum threshold requirements. The Company monitors ratings, credit spreads and financial strength of
its counterparties.
The Company’s maximum exposure to credit risk for the components of the Balance Sheet as of 31st March, 2019 and 31st
March, 2018 is the carrying amounts as disclosed below except for the financial guarantees. The Company’s maximum
exposure to financial guarantees is given in Note 42(B)(ii).
None of the Company’s cash equivalents with banks, loans and investments were past due or impaired as at 31st March,
2019, and 31st March, 2018. Of the total trade receivables, Rs. 536.60 Crores as at 31st March, 2019, and Rs. 584.22
Crores as at 31st March, 2018 consisted of customer balances that were neither past due nor impaired.
The Company’s credit period for customers generally ranges from 0 - 180 days. The ageing of trade receivables that are past
due but not impaired (net of provisions/allowances) is given below :
(Rs. in Crores)
Period (in days) 31st March, 2019 31st March, 2018
1-90 141.32 162.06
91-180 26.30 8.05
More than 180 0.30 4.49
167.92 174.60
Receivables are deemed to be past due or impaired with reference to the Company’s normal terms and conditions of busi-
ness. These terms and conditions are determined on a case to case basis with reference to the customer’s credit quality and
prevailing market conditions. Receivables that are classified as ‘past due’ in the above tables are those that have not been
settled within the terms and conditions that have been agreed with that customer.
Other than trade receivables, the Company has no significant class of financial assets that is past due but not impaired.
(Rs. in Crores)
Reconciliation of Provision for Doubtful Debts — Trade Receivables 31st March, 2019 31st March, 2018
Opening Balance 6.47 10.40
Provision made during the year 4.36 0.30
Provision written back during the year (0.40) (4.23)
Closing Balance 10.43 6.47
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations
without incurring unacceptable losses. The Company’s objective is to, at all times maintain optimum levels of liquidity to
meet its cash and collateral requirements. The Company closely monitors its liquidity position and maintains adequate
sources of financing.
121
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
The Company had access to the following undrawn borrowing facilities (excluding non-fund based facilities) at the end of
the reporting period :
(Rs. in Crores)
31st March, 2019 31st March, 2018
Floating Rate
- Expiring within one year (working capital facilities) - 274.71
- 274.71
The working capital facilities may be drawn at any time and may be terminated by the bank without notice. Subject to the
continuance of satisfactory credit ratings, the above facilities may be drawn at any time within one year.
Working Capital facility limits for 2018-19 is under assessment with the lead Bank as on 31st March, 2019.
The table below analyse the Company’s financial liabilities into relevant maturity groupings based on their contractual
maturities. The amounts disclosed in the table are the contractual undiscounted cash flows.
(Rs. in Crores)
Contractual Maturities of Financial Liabilities Within Between Total
1 year 1 and 3 years
31st March, 2019
Borrowings 359.59 - 359.59
Trade Payables 572.76 - 572.76
Other Financial Liabilities # 120.81 0.01 120.82
Total 1,053.16 0.01 1,053.17
# Includes contractual interest payment based on interest rate prevailing at the end of the reporting period amounting to
Rs. 4.76 Crores and Rs. 2.12 Crores as at 31st March, 2019 and 31st March, 2018 respectively.
The Company strives to achieve asset-liability offset of foreign currency exposures and only the net position is hedged where
considered necessary. The Company manages its foreign currency risk by hedging appropriate percentage of its foreign
currency exposure per established risk management policy.
The Company uses forward exchange contracts to hedge the effects of movements in foreign exchange rates on foreign
currency denominated assets and liabilities.
122
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
31st March, 2019 31st March, 2018
USD Euro USD Euro
Financial Assets
Trade Receivables 315.76 6.58 150.13 19.77
Bank Balance in EEFC Accounts 7.31 - - -
Other Financial Assets - 4.72 - 2.18
Net Exposure to Foreign Currency Risk (Assets) 323.07 11.30 150.13 21.95
Financial Liabilities
Borrowings 100.83 - 9.45 -
Trade Payables 406.16 1.69 217.73 17.50
Other Financial Liabilities 5.53 0.19 1.78 0.39
Net Exposure to Foreign Currency Risk (Liabilities) 512.52 1.88 228.96 17.89
Net Exposure to Foreign Currency Risk (Assets - Liabilities) (189.45) 9.42 (78.83) 4.06
(b) Sensitivity
The sensitivity of profit or loss to changes in the foreign exchange rates arises mainly from foreign currency denominated
financial instruments.
(Rs. in Crores)
Impact on profit before tax
31st March, 2019 31st March, 2018
USD Sensitivity
INR/USD -Increase by 7%* (13.26) (5.52)
INR/USD -Decrease by 7%* 13.26 5.52
Euro Sensitivity
INR/EUR-Increase by 7%* (0.67) (0.28)
INR/EUR-Decrease by 7%* 0.67 0.28
(Rs. in Crores)
31st March, 2019 31st March, 2018
Variable Rate Borrowings 249.03 112.76
Fixed Rate Borrowings 110.56 42.53
Total Borrowings 359.59 155.29
123
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
As at the end of the reporting period, the Company had the following variable rate borrowings outstanding:
(Rs. in Crores)
31st March, 2019 31st March, 2018
Weighted Balance % of Total Weighted Balance % of Total
average Loans average Loans
interest interest
rate (%) rate (%)
Cash Credit/Export Credit Facilities 6.15% 249.03 72% 6.24% 112.76 73%
An analysis by maturities is provided in Note 42(B)(ii) above. The percentage of total loans shows the proportion of loans
that are currently at variable rates in relation to the total amount of borrowings.
(b) Sensitivity
Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates.
(Rs. in Crores)
Impact on Profit before Tax
31st March, 2019 31st March, 2018
Interest Rates — Increase by 100 basis points (100 bps) * (2.49) (1.13)
Interest Rates — Decrease by 100 basis points (100 bps) * 2.49 1.13
* Holding all other variables constant and on the assumption that amount outstanding as at reporting dates were utilised
for the full financial year.
Securities price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded
prices.
The Company invests its surplus funds in various debt instruments. These comprise of mainly liquid schemes of mutual
funds, short term debt funds & income funds (duration investments) and fixed deposits. To manage its price risk arising
from investments in mutual funds, the Company diversifies its portfolio.
Mutual fund investments are susceptible to market price risk, mainly arising from changes in the interest rates or market
yields which may impact the return and value of such investments.
The Company’s exposure to securities price risk arises primarily from investments in mutual funds held by the Company
and classified in the Balance Sheet as fair value through profit or loss (Note 41).
(b) Sensitivity
The sensitivity of profit or loss to changes in Net Assets Values (NAVs) as at year end for investments in mutual funds.
(Rs. in Crores)
Impact on Profit before Tax
31st March, 2019 31st March, 2018
NAV - Increase by 1%* 15.61 10.66
NAV - Decrease by 1%* (15.61) (10.66)
124
Notes to Financial Statements
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
Exposure to market risk with respect to commodity prices primarily arises from the Company’s sales of graphite electrodes,
including the raw material components for such products. Cost of raw materials forms the largest portion of the Company’s
cost of sales. Market forces generally determine prices for the graphite electrodes sold by the Company. These prices may be
influenced by factors such as supply and demand, production costs (including the costs of raw material inputs) and global
and regional economic conditions and growth. Adverse changes in any of these factors may reduce the revenue that the
Company earns from the sales of graphite electrodes. Commodity price risk exposure is evaluated and managed through
operating procedures and sourcing policies. The Company has not entered into any derivative contracts to hedge exposure
to fluctuations in commodity prices.
43 Capital Management
• safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders
and benefits for other stakeholders and
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt.
The Company monitors capital on the basis of the net debt to equity ratio. Net debt are long-term and short-term debts as
reduced by cash and cash equivalents. The Company is not subject to any externally imposed capital requirements.
(Rs. in Crores)
31st March, 2019 31st March, 2018
Total Borrowings 359.59 155.29
Less: Cash and Cash Equivalents (22.74) (16.08)
Net Debt 336.85 139.21
No changes were made to the objectives, policies or processes for managing capital during the years ended 31st March,
2019 and 31st March, 2018.
(Rs. in Crores)
Year ended Year ended
31st March, 2019 31st March, 2018
Dividend declared and paid during the year
Final dividend for the year ended 31st March, 2018 of Rs. 12/-
(31st March, 2017 – Rs. 2/-) per fully paid share. 234.45 39.08
Dividend Distribution Tax on above 48.19 7.95
Interim dividend for the year ended 31st March, 2019 of Rs. 20/-
(Previous year – Rs. 5/-) per fully paid share 390.75 97.69
Dividend Distribution Tax on above 80.32 19.89
753.71 164.61
125
Graphite India Limited
Notes to Standalone Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
Year ended Year ended
31st March, 2019 31st March, 2018
Proposed Dividend Not Recognised at the End of the Reporting Period
In addition to the above dividend, since year-end the directors have
recommended the payment of a final dividend of Rs.35/- per fully paid share
(Previous year – Rs. 12/-). This proposed dividend is subject to the approval
of shareholders in the ensuing annual general meeting. 683.81 234.45
Dividend Distribution Tax on above 140.56 48.19
# Second Charge existed for all the periods presented for loans repayable on demand from banks disclosed under Current
Borrowings (Refer Note 15).
45 The Company in October 2018, decided to stop operations in the Bengaluru plant by halting the furnaces in a sequential
manner and accelerate the work of revamping of roof sheets in compliance with some observations of Karnataka State
Pollution Control Board (KSPCB). Pursuant to the inspection by KSPCB officials KSPCB, on December 15, 2018 renewed
the “Consent for operations” for a period up to June 30, 2020 with condition to shift the unit from the existing location.
On January 28, 2019, Principal Bench - National Green Tribunal, Delhi (NGT) restored the KSPCB direction dated June
126
Notes to Financial Statements
30, 2012, and closure order dated July 02, 2012. Further, NGT directed constitution of a joint committee comprising
representatives of CPCB, KSPCB and NEERI, Karnataka to carry out within two months stack monitoring of the industry,
ambient air monitoring of the industrial unit and surrounding areas and study on source apportionment of pollution
sources. Pursuant thereto, KSPCB withdrew consent for operations and issued closure order dated February 14, 2019.
On April 02, 2019, the Board of Directors of the Company decided to permanently close operations in the Bengaluru Plant
in Whitefield within such time as is required by the Company to obtain appropriate consents, approvals, authorizations
and no objections. Closure application has been filed with Government of Karnataka and has also stopped the production
activities at the plant. KSPCB on April 08, 2019 sought five months time from NGT, to submit project report. KSPCB also
informed NGT of the Company’s decision to close down the Bengaluru plant permanently. NGT took note of the above and
felt that there was no necessity for calling for any further report in this regard and disposed off all the appeals filed before
it.
The Company has also fully charged off the net block of all property, plant and equipments aggregating Rs. 10.84 Crores
through accelerated depreciation.
The Company has also provided for compensation payable to its employees/workers at Bengaluru unit consequent to
closure of operations at Bengaluru, amounting to Rs 54.86 Crores which has been shown as exceptional item.
46 Pending completion of the relevant formalities of transfer of certain assets and liabilities of Powmex Steels Undertaking of
GKW Limited (GKW) acquired pursuant to the Scheme of Arrangement sanctioned by the Hon’ble High Court at Calcutta
vide Order of 22nd May, 2009, such assets and liabilities remain included in the books of the Company under the name of
GKW (including another company, erstwhile Powmex Steels Limited, which was amalgamated with GKW in earlier years).
For S.R.BATLIBOI & CO. LLP For and on behalf of the Board of Directors of Graphite India Limited
Firm Registration Number - 301003E/E300005
Chartered Accountants
127
Graphite India Limited
128
Independent Auditor’s Report
Report on the Audit of the consolidated Ind AS Audit of the consolidated Ind AS Financial Statements’
financial statements section of our report. We are independent of the Group
in accordance with the ‘Code of Ethics’ issued by the
Opinion Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit
We have audited the accompanying consolidated Ind
of the financial statements under the provisions of the
AS financial statements of Graphite India Limited
Act and the Rules thereunder, and we have fulfilled our
(hereinafter referred to as “the Holding Company”), its
other ethical responsibilities in accordance with these
subsidiaries (the Holding Company and its subsidiaries
requirements and the Code of Ethics. We believe that
together referred to as “the Group”) and its associate
the audit evidence we have obtained is sufficient and
comprising of the consolidated Balance Sheet as at March
appropriate to provide a basis for our audit opinion on
31,2019, the consolidated Statement of Profit and Loss
the consolidated Ind AS financial statements.
including other comprehensive income, the consolidated
Cash Flow Statement and the consolidated Statement of Key Audit Matters
Changes in Equity for the year then ended, and notes to
Key audit matters are those matters that, in our
the consolidated Ind AS financial statements, including
professional judgement, were of most significance in our
a summary of significant accounting policies and other
explanatory information (hereinafter referred to as “the audit of the consolidated Ind AS financial statements
consolidated Ind AS financial statements”). for the financial year ended March 31, 2019. These
matters were addressed in the context of our audit of the
In our opinion and to the best of our information and consolidated Ind AS financial statements as a whole, and
according to the explanations given to us and based
in forming our opinion thereon, and we do not provide
on the consideration of reports of other auditors
a separate opinion on these matters. For each matter
on separate financial statements and on the other
below, our description of how our audit addressed the
financial information of the subsidiaries, the aforesaid
matter is provided in that context.
consolidated Ind AS financial statements give the
information required by the Companies Act, 2013, as We have determined the matters described below to be
amended (“the Act”) in the manner so required and give the key audit matters to be communicated in our report.
a true and fair view in conformity with the accounting We have fulfilled the responsibilities described in the
principles generally accepted in India, of the consolidated Auditor’s responsibilities for the audit of the consolidated
state of affairs of the Group and its associate as at Ind AS financial statements section of our report,
March 31, 2019, their consolidated profit including other including in relation to these matters. Accordingly, our
comprehensive income, their consolidated cash flows audit included the performance of procedures designed
and the consolidated statement of changes in equity for to respond to our assessment of the risks of material
the year ended on that date. misstatement of the consolidated Ind AS financial
statements. The results of audit procedures performed by
Basis for Opinion
us and by other auditors of components not audited by
We conducted our audit of the consolidated Ind AS us, as reported by them in their audit reports furnished
financial statements in accordance with the Standards to us by the management, including those procedures
on Auditing (SAs), as specified under section 143(10) of performed to address the matters below, provide the basis
the Act. Our responsibilities under those Standards are for our audit opinion on the accompanying consolidated
further described in the ‘Auditor’s Responsibilities for the Ind AS financial statements.
129
Graphite India Limited
Key audit matters How our audit addressed the key audit matter
Revenue from Sale of Products (As described in Note 2(c) of the consolidated Ind AS financial statements)
The Holding Company recognises revenues when Following procedures have been performed to address
control of the goods are transferred to the customer at this key audit matter:
an amount that reflects the consideration to which the Considered the Holding Company’s revenue recognition
Holding Company expects to be entitled in exchange for policy and its compliance in terms of Ind AS 115
those goods. ‘Revenue from contracts with customers’.
The terms of sales arrangements, including the timing Assessed the design and tested the operating
of transfer of control, delivery specifications including effectiveness of internal controls related to revenue
incoterms in case of exports, create complexity and recognition.
judgement in determining timing of sales revenues. The
Performed sample test of individual sales transaction
risk is, therefore, that revenue may not be recognised in
and traced to sales invoices, sales orders and other
the correct period in accordance with Ind AS 115.
related documents. Further, in respect of the samples
Accordingly, due to the risk associated with revenue tested, checked that the revenue has been recognized
recognition, it was determined to be a key audit matter in as per the incoterms / when the conditions for revenue
our audit of the consolidated Ind AS financial statements. recognitions are satisfied.
Selected sample of sales transactions made pre and
post year end, agreed the period of revenue recognition
to the underlying documents.
Assessed the relevant disclosures made within the
consolidated Ind AS financial statements.
Pending Litigations (As described in Note 35 of the consolidated Ind AS financial statements)
As of March 31, 2019, the Holding Company has disclosed Following procedures have been performed to address
contingent liabilities of Rs. 106.36 Crores relating to tax this key audit matter:
and legal claims. Gained an understanding of the process of identification
Taxation, arbitration and litigation exposures have been of claims, litigations, arbitrations and contingent
identified as a key audit matter due to the uncertainties liabilities, and evaluated the design and tested the
and timescales involved for the resolution of these claims. operating effectiveness of key controls.
Discussed and analysed material legal cases with the
Accordingly, judgement required by management in
Holding Company’s legal department.
assessing the exposure of each case and thus a risk
that such cases may not be adequately provided for or Analysed the responses obtained from the Holding
disclosed in the consolidated Ind AS financial statements. Company’s legal advisors who conduct the court cases,
tax and administrative proceedings, in which their
status and possible expected manner of proceeding
were described.
Involved specialists for material ongoing tax
proceedings.
Received confirmation obtained by the Holding
Company from their legal counsel/ consultants on a
samples basis.
Evaluated management’s assumptions and estimates
relating to the recognition of the provisions for
disputes and disclosures of contingent liabilities in the
consolidated Ind AS financial statements.
Assessed the adequacy of the disclosures with regard
to facts and circumstances of the legal and litigation
matters.
130
Independent Auditor’s Report
131
Graphite India Limited
• Conclude on the appropriateness of management’s use precludes public disclosure about the matter or when, in
of the going concern basis of accounting and, based extremely rare circumstances, we determine that a matter
on the audit evidence obtained, whether a material should not be communicated in our report because the
uncertainty exists related to events or conditions that adverse consequences of doing so would reasonably be
may cast significant doubt on the ability of the Group expected to outweigh the public interest benefits of such
and its associate to continue as a going concern. If communication.
we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report Other Matter
to the related disclosures in the consolidated Ind (a) We did not audit the financial statements and other
AS financial statements or, if such disclosures are financial information, in respect of 1 subsidiary and
inadequate, to modify our opinion. Our conclusions consolidated financial statements of 1 subsidiary
are based on the audit evidence obtained up to the including its 4 subsidiaries and 1 associate, whose Ind
date of our auditor’s report. However, future events or AS financial statements reflects total assets of Rs.1091
conditions may cause the Group and its associate to crores as at March 31, 2019, and total revenues of
cease to continue as a going concern. Rs.1313 crores and net cash inflows of Rs. 353 crores
• Evaluate the overall presentation, structure and for the year ended on that date. The consolidated
content of the consolidated Ind AS financial Ind AS financial statements also include the Group’s
statements, including the disclosures, and whether share of net loss of Rs. 3 crores for the year ended
the consolidated Ind AS financial statements represent March 31, 2019, in respect of 1 associate, as considered
the underlying transactions and events in a manner in the consolidated Ind AS financial statements of
that achieves fair presentation. 1 subsidiary. These Ind AS financial statement and
other financial information have been audited by other
• Obtain sufficient appropriate audit evidence regarding auditors, which Ind AS financial statements, other
the financial information of the entities or business financial information and auditor’s reports have been
activities within the Group and its associate of furnished to us by the management. Our opinion on
which we are the independent auditors, to express the consolidated Ind AS financial statements, in so far
an opinion on the consolidated Ind AS financial as it relates to the amounts and disclosures included
statements. We are responsible for the direction, in respect of these subsidiaries and associate, and our
supervision and performance of the audit of the report in terms of sub-sections (3) of Section 143 of the
financial statements of such entities included in the Act, in so far as it relates to the aforesaid subsidiaries
consolidated financial statements of which we are the and associate, is based solely on the reports of such
independent auditors. For the other entities included other auditors.
in the consolidated financial statements, which have
been audited by other auditors, such other auditors Our opinion above on the consolidated Ind AS financial
remain responsible for the direction, supervision and statements, and our report on Other Legal and Regulatory
performance of the audits carried out by them. We Requirements below, is not modified in respect of the above
remain solely responsible for our audit opinion. matter with respect to our reliance on the work done and
the reports of the other auditors.
We communicate with those charged with governance of the
Holding Company and such other entities included in the Report on Other Legal and Regulatory Requirements
consolidated Ind AS financial statements of which we are As required by Section 143(3) of the Act, based on our
the independent auditors regarding, among other matters, audit and on the consideration of report of the other
the planned scope and timing of the audit and significant auditors on separate financial statements and the other
audit findings, including any significant deficiencies in financial information of subsidiaries and associate, as
internal control that we identify during our audit. noted in the ‘Other Matter’ paragraph we report, to the
We also provide those charged with governance with a extent applicable, that:
statement that we have complied with relevant ethical (a) We/the other auditors whose report we have relied
requirements regarding independence, and to communicate upon have sought and obtained all the information
with them all relationships and other matters that may and explanations which to the best of our knowledge
reasonably be thought to bear on our independence, and and belief were necessary for the purposes of our
where applicable, related safeguards. audit of the aforesaid consolidated Ind AS financial
From the matters communicated with those charged with statements;
governance, we determine those matters that were of most (b) In our opinion, proper books of account as required
significance in the audit of the consolidated Ind AS financial by law relating to preparation of the aforesaid
statements for the financial year ended March 31, 2019 consolidation of the financial statements have been
and are therefore the key audit matters. We describe these kept so far as it appears from our examination of those
matters in our auditor’s report unless law or regulation books and reports of the other auditors;
132
Independent Auditor’s Report
(c) The consolidated Balance Sheet, the consolidated incorporated in India for the year ended March 31,
Statement of Profit and Loss including other 2019.
comprehensive income, the consolidated Cash Flow
(h) With respect to the other matters to be included in
Statement and consolidated Statement of Changes
the Auditor’s Report in accordance with Rule 11 of
in Equity dealt with by this Report are in agreement
the Companies (Audit and Auditors) Rules, 2014,
with the books of account maintained for the purpose
as amended, in our opinion and to the best of our
of preparation of the consolidated Ind AS financial
information and according to the explanations given to
statements;
us and based on the consideration of the report of the
(d) In our opinion, the aforesaid consolidated Ind AS other auditors on separate financial statements as also
financial statements comply with the Accounting the other financial information of the subsidiaries and
Standards specified under Section 133 of the Act, read associate, as noted in the ‘Other Matter’ paragraph:
with Companies (Indian Accounting Standards) Rules,
i. The consolidated Ind AS financial statements
2015, as amended;
disclose the impact of pending litigations on its
(e) On the basis of the written representations received consolidated financial position of the Group and
from the directors of the Holding Company as on its associate in its consolidated Ind AS financial
March 31, 2019 taken on record by the Board of statements – Refer Note 20 and 35 to the
Directors of the Holding Company and the reports consolidated Ind AS financial statements;
of the statutory auditors who are appointed under
ii. The Group and its associate did not have any
Section 139 of the Act of its subsidiary company,
material foreseeable losses in long-term contracts
none of the directors of the Group’s companies,
including derivative contracts during the year
incorporated in India is disqualified as on March 31,
ended March 31, 2019;
2019 from being appointed as a director in terms of
Section 164 (2) of the Act; iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor
(f) With respect to the adequacy and the operating
Education and Protection Fund by the Holding
effectiveness of the internal financial controls over
Company during the year ended March 31, 2019.
financial reporting with reference to these consolidated
There were no amounts which were required to
Ind AS financial statements of the Holding Company
be transferred to the Investor Education and
and its subsidiary company incorporated in India,
Protection Fund by the subsidiary incorporated
refer to our separate Report in “Annexure 1” to this
in India during the year ended March 31, 2019.
report;
(g) In our opinion, the managerial remuneration for the
year ended March 31, 2019 has been paid / provided For S.R. Batliboi & Co. LLP
by the Holding Company in accordance with the Chartered Accountants
provisions of section 197 read with Schedule V to the ICAI Firm Registration Number: 301003E/E300005
Act. Based on the consideration of reports of other
statutory auditors of the subsidiary incorporated in per Sanjay Kumar Agarwal
India, the provisions of section 197 read with Schedule Place of Signature: Kolkata Partner
V of the Act are not applicable to the subsidiary Date: May 18, 2019 Membership No.: 060352
133
Graphite India Limited
In conjunction with our audit of the consolidated Ind Our audit involves performing procedures to obtain audit
AS financial statements of Graphite India Limited as of evidence about the adequacy of the internal financial
and for the year ended March 31, 2019, we have audited controls over financial reporting with reference to these
the internal financial controls over financial reporting consolidated Ind AS financial statements and their
of Graphite India Limited (hereinafter referred to as the operating effectiveness. Our audit of internal financial
“Holding Company”) and its subsidiary company, which controls over financial reporting included obtaining an
is a company incorporated in India, as of that date. understanding of internal financial controls over financial
reporting with reference to these consolidated Ind AS
Management’s Responsibility for Internal Financial
financial statements, assessing the risk that a material
Controls
weakness exists, and testing and evaluating the design
The respective Board of Directors of the Holding and operating effectiveness of internal control based
Company and its subsidiary company and, which on the assessed risk. The procedures selected depend
is a company incorporated in India, are responsible on the auditor’s judgement, including the assessment
for establishing and maintaining internal financial of the risks of material misstatement of the financial
controls based on the internal control over financial statements, whether due to fraud or error.
reporting criteria established by the Holding Company
We believe that the audit evidence we have obtained
considering the essential components of internal
and the audit evidence obtained by the other auditor in
control stated in the Guidance Note on Audit of Internal
terms of their reports referred to in the Other Matters
Financial Controls Over Financial Reporting issued by
paragraph below, is sufficient and appropriate to provide
the Institute of Chartered Accountants of India. These
a basis for our audit opinion on the internal financial
responsibilities include the design, implementation and
controls over financial reporting with reference to these
maintenance of adequate internal financial controls that
consolidated Ind AS financial statements.
were operating effectively for ensuring the orderly and
efficient conduct of its business, including adherence to Meaning of Internal Financial Controls Over Financial
the respective company’s policies, the safeguarding of Reporting With Reference to these consolidated Ind
its assets, the prevention and detection of frauds and AS financial statements
errors, the accuracy and completeness of the accounting A company’s internal financial control over financial
records, and the timely preparation of reliable financial reporting with reference to these consolidated Ind AS
information, as required under the Act. financial statements is a process designed to provide
reasonable assurance regarding the reliability of financial
Auditor’s Responsibility
reporting and the preparation of financial statements for
Our responsibility is to express an opinion on the external purposes in accordance with generally accepted
company’s internal financial controls over financial accounting principles. A company’s internal financial
reporting with reference to these consolidated Ind AS control over financial reporting with reference to these
financial statements based on our audit. We conducted consolidated Ind AS financial statements includes those
our audit in accordance with the Guidance Note on Audit policies and procedures that (1) pertain to the maintenance
of Internal Financial Controls Over Financial Reporting of records that, in reasonable detail, accurately and
(the “Guidance Note”) and the Standards on Auditing, fairly reflect the transactions and dispositions of the
both, issued by Institute of Chartered Accountants of assets of the company; (2) provide reasonable assurance
India, and deemed to be prescribed under section 143(10) that transactions are recorded as necessary to permit
of the Act, to the extent applicable to an audit of internal preparation of financial statements in accordance with
financial controls. Those Standards and the Guidance generally accepted accounting principles, and that
Note require that we comply with ethical requirements receipts and expenditures of the company are being made
and plan and perform the audit to obtain reasonable only in accordance with authorisations of management
assurance about whether adequate internal financial and directors of the company; and (3) provide reasonable
controls over financial reporting with reference to these assurance regarding prevention or timely detection of
consolidated Ind AS financial statements was established unauthorised acquisition, use, or disposition of the
and maintained and if such controls operated effectively company’s assets that could have a material effect on the
in all material respects. financial statements.
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Independent Auditor’s Report
Inherent Limitations of Internal Financial Controls Ind AS financial statements were operating effectively as
Over Financial Reporting With Reference to these at March 31, 2019, based on the internal control over
consolidated Ind AS financial statements financial reporting criteria established by the Holding
Because of the inherent limitations of internal financial Company considering the essential components of
controls over financial reporting with reference to these internal control stated in the Guidance Note on Audit
consolidated Ind AS financial statements, including the of Internal Financial Controls Over Financial Reporting
possibility of collusion or improper management override issued by the Institute of Chartered Accountants of India.
of controls, material misstatements due to error or fraud
Other Matters
may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial Our report under Section 143(3)(i) of the Act on the
reporting with reference to these consolidated Ind AS adequacy and operating effectiveness of the internal
financial statements to future periods are subject to financial controls over financial reporting with reference
the risk that the internal financial control over financial to these consolidated Ind AS financial statements of the
reporting with reference to these consolidated Ind AS Holding Company, insofar as it relates to one subsidiary
financial statements may become inadequate because of company, which is a company incorporated in India, is
changes in conditions, or that the degree of compliance based on the corresponding report of the auditors of such
with the policies or procedures may deteriorate. subsidiary incorporated in India.
Opinion
For S.R. Batliboi & Co. LLP
In our opinion, the Holding Company and its subsidiary
Chartered Accountants
company, which is a company incorporated in India,
ICAI Firm Registration Number: 301003E/E300005
have, maintained in all material respects, adequate
internal financial controls over financial reporting
per Sanjay Kumar Agarwal
with reference to these consolidated Ind AS financial
statements and such internal financial controls over Place of Signature: Kolkata Partner
financial reporting with reference to these consolidated Date: May 18, 2019 Membership No.: 060352
135
Graphite India Limited
(Rs. in Crores)
As at As at
ASSETS Notes 31st March, 2019 31st March, 2018
Non - current Assets
Property, Plant and Equipment 5.1 662.03 700.19
Capital Work-in-progress 5.2 16.77 8.12
Goodwill 6 0.63 0.63
Other Intangible Assets 6 1.27 0.75
Financial Assets
Investments 7 598.05 174.98
Loans 11 8.11 7.87
Other Financial Assets 12 0.04 0.08
Deferred Tax Assets (Net) 21.2 4.72 49.43
Other Non - current Assets 14 16.18 14.11
Total Non - current Assets 1,307.80 956.16
Current Assets
Inventories 13 2,160.37 786.44
Financial Assets
Investments 7 1,991.47 1,032.84
Trade Receivables 8 857.82 823.52
Cash and Cash Equivalents 9 400.39 40.54
Other Bank Balances 10 7.46 15.04
Loans 11 4.23 3.56
Other Financial Assets 12 59.05 36.57
Current Tax Assets (Net) 24.07 24.92
Other Current Assets 14 93.60 60.70
Total Current Assets 5,598.46 2,824.13
TOTAL ASSETS 6,906.26 3,780.29
136
Balance Sheet | Statement of Profit and Loss
CONSOLIDATED STATEMENT OF PROFIT AND LOSS for the year ended 31st March, 2019
(Rs. in Crores)
Year ended Year ended
Notes 31st March, 2019 31st March, 2018
Revenue from Operations 22 7,857.90 3,291.21
Other Income 23 209.70 88.54
Total Income 8,067.60 3,379.75
Expenses
Cost of Materials Consumed 24 2,282.77 752.54
Purchases of Stock-in-trade 25 - 11.80
Changes in Inventories of Finished Goods and Work-in-progress 26 (797.40) 7.54
Excise Duty on Sale of Goods - 25.23
Employee Benefit Expenses 27 311.49 252.11
Finance Costs 28 11.62 8.08
Depreciation and Amortisation Expense 29 62.47 51.62
Other Expenses 30 1,037.78 797.84
Total Expenses 2,908.73 1,906.76
Profit before Exceptional Item, Tax and Share of Loss
5,158.87 1,472.99
of an Associate
Share of Loss of an Associate (3.00) -
Profit before Exceptional Item and Tax 5,155.87 1,472.99
Exceptional Item (Refer Note 45) (54.86) -
Profit before Tax 5,101.01 1,472.99
Tax Expense 31
Current Tax 1,653.88 474.70
Deferred Tax Charges/(Credit) 51.55 (33.71)
Profit for the year 3,395.58 1,032.00
Other Comprehensive Income
Items that will be reclassified to Profit or Loss in subsequent periods
Remeasurements Gains/(Losses) on Defined Benefit Plans 38 (0.65) 1.67
Income Tax effect 31 0.23 (0.56)
(0.42) 1.11
Items that will be reclassified to Profit or Loss in subsequent periods
Exchange Differences on Translation of Foreign Operations 15.2 (22.69) 5.76
Total Other Comprehensive Income, Net of Tax (23.11) 6.87
For S.R.BATLIBOI & CO. LLP For and on behalf of the Board of Directors of Graphite India Limited
Firm Registration Number - 301003E/E300005
Chartered Accountants
137
Graphite India Limited
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the year ended 31st March, 2019
For S.R.BATLIBOI & CO. LLP For and on behalf of the Board of Directors of Graphite India Limited
Firm Registration Number - 301003E/E300005
Chartered Accountants
138
Statement of Changes in Equity | Cash Flow Statement
CONSOLIDATED CASH FLOW STATEMENT for the year ended 31st March, 2019
(Rs. in Crores)
Year ended Year ended
31st March, 2019 31st March, 2018
A Cash Flows from Operating Activities
Profit before Tax 5,101.01 1,472.99
Adjustments for:
Depreciation and Amortisation Expense 62.47 51.62
Finance Costs 11.62 8.08
Bad Debts/Advances Written Off 1.41 4.51
Provision for Doubtful Debts 4.36 0.30
Interest Income Classified as Investing Cash Flows (53.10) (2.03)
Net Gain on Investments Carried at Fair Value through Profit or Loss (107.44) (51.88)
Liabilities No Longer Required Written Back (8.26) (3.98)
Provision for Doubtful Debts Written Back (0.40) (4.23)
Allowance Reversed for Expected Credit Losses on Trade Receivables - (9.29)
Gain on Disposal of Property, Plant and Equipment (Net) (1.74) (0.23)
Write Downs of Inventories to Net Realisable Value 0.10 0.26
Share of Loss of an Associate 3.00 -
Foreign Exchange Differences (Net) (1.70) 0.01
Operating Profit before Changes in Operating Assets and Liabilities 5,011.33 1,466.13
Changes in Operating Assets and Liabilities:
Increase in Trade Payables 242.75 189.16
Increase in Other Financial Liabilities 69.18 15.04
Increase/(Decrease) in Provisions 2.63 (1.79)
Increase/(Decrease) in Other Current Liabilities (73.63) 77.00
(Increase) in Inventories (1,381.61) (175.35)
(Increase) in Trade Receivables (47.18) (357.12)
(Increase)/Decrease in Loans (0.91) 0.18
(Increase) in Other Financial Assets (4.69) (9.94)
(Increase) in Other Non-current Assets (1.07) (0.13)
(Increase) in Other Current Assets (33.06) (2.81)
Cash Generated from Operations 3,783.74 1,200.37
Income Taxes Paid (net) (1,461.22) (440.76)
NET CASH FROM OPERATING ACTIVITIES 2,322.52 759.61
139
Graphite India Limited
CONSOLIDATED CASH FLOW STATEMENT for the year ended 31st March, 2019
(Rs. in Lakhs)
Year ended Year ended
31st March, 2019 31st March, 2018
C. Cash Flows from Financing Activities
Cash and Cash Equivalents - At the beginning of the year (Refer Note 9) 40.54 11.36
Cash and Cash Equivalents - At the end of the year (Refer Note 9) 400.39 40.54
359.85 29.18
For S.R.BATLIBOI & CO. LLP For and on behalf of the Board of Directors of Graphite India Limited
Firm Registration Number - 301003E/E300005
Chartered Accountants
140
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
Graphite India Limited (the ‘Parent Company’) is The Group presents assets and liabilities in the
a public company limited by shares domiciled in Balance Sheet based on current/non-current
India and is incorporated under the provision of classification.
the Companies Act applicable in India. The equity
An asset is classified as current when it is:
shares of the Parent Company are listed on the
National Stock Exchange of India Limited and the a) expected to be realised or intended to be sold or
BSE Limited in India. The registered office of the consumed in the normal operating cycle,
Parent Company is located at 31, Chowringhee Road, b) held primarily for the purpose of trading,
Kolkata - 700 016, West Bengal, India.
c) expected to be realised within twelve months
The Parent Company and its subsidiaries (collectively after the reporting period, or
referred to as ‘the Group’) and an associate are
d) cash or cash equivalents unless restricted from
mainly engaged in the business of manufacturing
being exchanged or used to settle a liability
and selling of graphite & carbon and other products
for at least twelve months after the reporting
as detailed under segment information in Note 39.
period.
The consolidated financial statements were approved
All other assets are classified as non-current.
and authorised for issue in accordance with the
resolution of the Parent Company’s Board of Directors A liability is classified as current when:
on 18th May, 2019.
a) it is expected to be settled in the normal
2 Significant Accounting Policies operating cycle,
This Note provides a list of the significant accounting b) it is held primarily for the purpose of trading,
policies adopted in the preparation of the consolidated c) it is due to be settled within twelve months after
financial statements. These policies have been the reporting period, or
consistently applied to all the years presented,
unless otherwise stated. d) there is no unconditional right to defer
settlement of the liability for at least twelve
(a) Basis of Preparation months after the reporting period.
(i) Compliance with Ind AS All other liabilities are classified as non-current.
The consolidated financial statements comply in all Deferred tax assets and liabilities are classified as
material respects with Indian Accounting Standards non-current.
(Ind AS) notified under the Companies (Indian
Accounting Standards) Rules, 2015 and other The operating cycle is the time between the acquisition
relevant provisions of the Act. These consolidated of assets for processing and their realisation in cash
financial statements are presented in Indian Rupees and cash equivalents. The Parent Company has
(Rs.), which is the Parent Company’s functional and identified twelve months as its operating cycle.
presentation currency. (iv) Rounding of Amounts
(ii) Basis of Measurement All amounts disclosed in these consolidated financial
The consolidated financial statements have been statements and notes have been rounded off to
prepared on a historical cost basis, except for the crores upto two decimals (Rs. 00,00,000) as per the
following assets and liabilities which have been requirement of Schedule III, unless otherwise stated.
measured at fair value - (b) Principles of Consolidation
- Certain financial assets and liabilities (including (i) Subsidiaries
derivative instruments) that is measured at fair
Subsidiaries are all entities over which the Group
value (Refer accounting policy regarding financial
has control. The Group controls an entity when
instruments)
the Group is exposed to, or has rights to, variable
- Defined benefit plans - plan assets measured at fair returns from its involvement with the entity and
value. has the ability to affect those returns through its
141
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
power to direct the relevant activities of the entity. accounted investment equals or exceeds its interest in
Subsidiaries are fully consolidated from the date the entity, including any other long term receivables,
on which control is transferred to the Group. They the group does not recognise further losses, unless it
are deconsolidated from the date that control has incurred obligations or made payments on behalf
ceases. of the other entity.
142
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
in time when control of the goods is transferred to the (e) Property, Plant and Equipment
customer. The normal credit term is 1 to 180 days
Freehold land is carried at historical cost. Capital
upon delivery. The revenue is measured on the basis
work in progress is stated at cost, net of accumulated
of the consideration defined in the contract with a impairment loss, if any. All other items of property,
customer, including variable consideration, such plant and equipment are stated at cost, net of
as discounts, volume rebates, or other contractual accumulated depreciation and accumulated
reductions. As the period between the date on impairment losses, if any. Such cost includes
which the Group transfers the promised goods to expenditure that is directly attributable to the
the customer and the date on which the customer acquisition of the items. Such costs also includes
pays for these goods is generally one year or less, no the cost of replacing part of the plant and equipment
financing components are taken into account. and borrowing costs for long-term construction
The Group considers whether there are other projects if the recognition criteria are met. When
promises in the contract that are separate significant parts of plant and equipment are required
performance obligations to which a portion of the to be replaced at intervals, the Group depreciates
transaction price needs to be allocated. them seperately based on their specific useful lives.
Likewise, when a major inspection is peformed,
Sale of Services
its cost is recognised in the carrying amount of
Revenue from services rendered is recognised as the plant and equipment as a replacement if the
the services are rendered and is booked based on recognition criteria are satisfied. All other repair and
agreements/arrangements with the concerned maintenance costs are recognised in profit or loss as
parties. incurred.
Other Operating Revenues Subsequent costs are included in the asset’s
Export entitlements (arising out of Duty Drawback, carrying amount or recognised as a separate asset,
Merchandise Export from India) are recognised as appropriate, only when it is probable that future
when the right to receive credit as per the terms of economic benefits associated with the item will flow to
the schemes is established in respect of the exports the Group and the cost of the item can be measured
made and where there is no significant uncertainty reliably. The carrying amount of any component
regarding the ultimate collection of the relevant accounted for as a separate asset is derecognised
export proceeds. when replaced. All other repairs and maintenance
costs are charged to profit or loss during the reporting
Operating revenues of subsidiaries are considered to period in which they are incurred.
be operating revenues in the consolidated financial
Depreciation Method, Estimated Useful Lives and
statements.
Residual Values
(d) Revenue from Construction Contracts
Depreciation is calculated on a pro-rata basis using
Revenue from construction contracts, where the the straight-line method to allocate their cost, net of
performance obligations are satisfied over time and their estimated residual values, over their estimated
where there is no uncertainty as to measurement useful lives in accordance with Schedule II to the Act.
or collectability of consideration, is recognised as Each component of an item of property, plant and
per the percentage-of-completion method. When equipment with a cost that is significant in relation
there is uncertainty as to measurement or ultimate to the cost of that item is depreciated separately if
collectability, revenue recognition is postponed its useful life differs from the other components of
until such uncertainty is resolved. Efforts or costs the item. The Group, based on technical assessment
expended have been used to measure progress made by technical expert and management estimate,
towards completion as there is a direct relationship depreciates certain items of building, plant and
between input and productivity. equipment over estimated useful lives which are
Revenues in excess of invoicing are classified as different from the useful life prescribed in Schedule
contract assets (which we refer as unbilled revenue) II to the Companies Act, 2013. The management
while invoicing in excess of revenues are classified believes that these estimated useful lives are realistic
as contract liabilities (which we refer to as unearned and reflect fair approximation of the period over
revenues). which the assets are likely to be used.
143
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
Estimated useful lives of the assets are as follows: in the statement of profit or loss when the asset is
derecognised.
Factory Buildings - 3 to 30 years
Amortisation Method and Period
Non-factory Buildings - 3 to 60 years
Computer software are amortised on a pro-rata basis
Plant and Equipments - 5 to 40 years using the straight-line method over their estimated
Furniture and Fixtures - 10 years useful life of 5 years, from the date they are available
for use. Amortisation method and useful lives are
Vehicles - 7 to 10 years
reviewed periodically including at each financial year
Office Equipments - 3 to 7 years end.
144
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
the arrangement is dependent on the use of a specific equity method, the investment in an associate is
asset or assets and the arrangement conveys a right initially recognised at cost. The carrying amount of
to use the asset or assets, even if that right is not the investment is adjusted to recognise changes in
explicitly specified in an arrangement. the Group’s share of net assets of the associate since
As a Lessee the acquisition date. Goodwill relating to the associate
is included in the carrying amount of the investment
Leases in which a significant portion of the risks and
and is not tested for impairment individually.
rewards of ownership are not transferred to the Group
as lessee are classified as operating leases. Payments The statement of profit and loss reflects the Group’s
made under operating leases are charged to profit or share of the results of operations of the associate.
loss on a straight-line basis over the period of the Any change in OCI of those investees is presented
lease unless the payments are structured to increase as part of the Group’s OCI. In addition, when there
in line with expected general inflation to compensate has been a change recognised directly in the equity
for the lessor’s expected inflationary cost increases. of the associate, the Group recognises its share of
(i) Inventories any changes, when applicable, in the statement
of changes in equity. Unrealised gains and losses
Inventories are stated at the lower of cost and net
resulting from transactions between the Group and
realisable value. Cost of inventories comprises cost
the associate are eliminated to the extent of the
of purchases and all other costs incurred in bringing
interest in the associate.
the inventories to their present location and condition
and are accounted for as follows: The aggregate of the Group’s share of profit or loss of
Raw materials and Stores & Spares: cost includes an associate is shown on the face of the statement of
cost of purchase and other costs incurred in profit and loss.
bringing the inventories to their present location and The financial statements of the associate are
condition. Cost is determined on moving weighted prepared for the same reporting period as the Group.
average basis. When necessary, adjustments are made to bring the
Finished goods and work-in-progress: cost includes accounting policies in line with those of the Group.
cost of direct materials, direct labour and an After application of the equity method, the Group
appropriate proportion of variable and fixed overhead determines whether it is necessary to recognise an
expenditure, the latter being allocated on the basis of
impairment loss on its investment in its associate. At
normal operating capacity.
each reporting date, the Group determines whether
Traded goods: cost includes cost of purchase and there is objective evidence that the investment in the
other costs incurred in bringing the inventories associate is impaired. If there is such evidence, the
to their present location and condition. Cost is Group calculates the amount of impairment as the
determined on moving weighted average basis. difference between the recoverable amount of the
Net realisable value is the estimated selling price in associate and its carrying value, and then recognises
the ordinary course of business less the estimated the loss as ‘Share of profit/loss of an associate’ in the
costs of completion and the estimated costs necessary statement of profit or loss.
to make the sale. (k) Investments and Other Financial Assets
(j) Investments in Associate
(i) Classification
An associate is an entity over which the Group has
The Group classifies its financial assets in the
significant influence. Significant influence is the
following measurement categories:
power to participate in the financial and operating
policy decisions of the investee, but is not control or - those to be measured subsequently at fair value
joint control over those policies (either through other comprehensive income or
through profit or loss); and
The considerations made in determining whether
significant influence are similar to those necessary - those to be measured at amortised cost.
to determine control over the subsidiaries.
The classification depends on the Group’s business
The Group’s investments in its associate are model for managing the financial assets and the
accounted for using the equity method. Under the contractual terms of the cash flows.
145
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
For assets measured at fair value, gains and losses (FVOCI). Movements in the carrying amount are taken
will either be recorded in profit or loss or other through OCI, except for the recognition of impairment
comprehensive income. For investments in debt gains or losses, interest income and foreign exchange
instruments, this will depend on the business model gains and losses which are recognised in the profit
in which the investment is held. For investments or loss. When the financial asset is derecognised,
in equity instruments, this will depend on whether the cumulative gain or loss previously recognised in
the Group has made an irrevocable election at the OCI is reclassified from equity to profit or loss and
time of initial recognition to account for the equity recognised in ‘Other Income’.
investment at fair value through other comprehensive
• Fair Value through Profit or Loss : Assets that do
income.
not meet the criteria for amortised cost or FVOCI are
The Group reclassifies debt investments when and measured at fair value through profit or loss. A gain
only when its business model for managing those or loss on a debt investment that is subsequently
assets changes. measured at fair value through profit or loss is
recognised in profit or loss and presented net in the
(ii) Measurement
Statement of Profit and Loss within ‘Other Income’ in
At initial recognition, the Group measures a financial the period in which it arises.
asset at its fair value plus, in the case of a financial
Equity Instruments
asset not at fair value through profit or loss,
transaction costs that are directly attributable to the The Group subsequently measures all equity
acquisition of the financial asset. Transaction costs investments at fair value. Where the Group’s
of financial assets carried at fair value through profit management has elected to present fair value
or loss are expensed in profit or loss. gains and losses on equity investments in other
comprehensive income, there is no subsequent
Financial assets with embedded derivatives are
reclassification of fair value gains and losses to profit
considered in their entirety when determining
or loss. Changes in the fair value of financial assets
whether their cash flows are solely payment of
at fair value through profit or loss are recognised in
principal and interest.
‘Other Income’ in the Statement of Profit and Loss.
Debt Instruments
(iii) Impairment of Financial Assets
Subsequent measurement of debt instruments
The Group assesses on a forward looking basis the
depends on the Group’s business model for managing
expected credit losses associated with its assets
the asset and the cash flow characteristics of the
which are not fair valued through profit or loss. The
asset. There are three measurement categories into
impairment methodology applied depends on whether
which the Group classifies its debt instruments:
there has been a significant increase in credit risk.
• Amortised Cost: Assets that are held for collection Note 42 details how the Group determines whether
of contractual cash flows where those cash flows there has been a significant increase in credit risk.
represent solely payments of principal and interest
For trade receivables only, the Group applies
are measured at amortised cost. Amortised cost is
the simplified approach permitted by Ind AS 109
calculated by taking into account any discount or
‘Financial Instruments’, which requires expected
premium on acquisition and fees or costs that are an
lifetime losses to be recognised from initial recognition
integral part of the Effective Interest Rate (EIR). The
of the receivables.
EIR amortisation is included in finance income in the
profit or loss. A gain or loss on a debt instrument (iv) Derecognition of Financial Assets
that is subsequently measured at amortised cost
A financial asset is derecognised only when
is recognised in profit or loss when the asset is
derecognised or impaired. - the Group has transferred the rights to receive cash
flows from the financial asset or
• Fair Value through Other Comprehensive
- retains the contractual rights to receive the
Income (FVOCI) : Assets that are held for collection
cash flows of the financial asset, but assumes a
of contractual cash flows and for selling the financial
contractual obligation to pay the cash flows to one or
assets, where the assets’ cash flows represent solely
more recipients.
payments of principal and interest, are measured
at fair value through other comprehensive income Where the entity has transferred an asset, the Group
146
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
evaluates whether it has transferred substantially all Derivative Instruments are initially recognised at fair
risks and rewards of ownership of the financial asset. value on the date a derivative contract is entered into
In such cases, the financial asset is derecognised. and are subsequently re-measured to their fair value
Where the entity has not transferred substantially all at the end of each reporting period, with changes
risks and rewards of ownership of the financial asset, included in ‘Other Income’ / ‘Other Expenses’.
the financial asset is not derecognised. Derivatives are carried as financial assets when the
fair value is positive and as financial liabilities when
Where the entity has neither transferred a financial
the fair value is negative.
asset nor retains substantially all risks and rewards
of ownership of the financial asset, the financial asset (m) Offsetting Financial Instruments
is derecognised if the Group has not retained control
Financial assets and liabilities are offset and the net
of the financial asset. Where the Group retains control
amount is reported in the Balance Sheet where there
of the financial asset, the asset is continued to be
is a legally enforceable right to offset the recognised
recognised to the extent of continuing involvement in
amounts and there is an intention to settle on a
the financial asset.
net basis or realise the asset and settle the liability
The financial asset is derecognised if the Group has simultaneously. The legally enforceable right must
not retained control of the financial asset. Where not be contingent on future events and must be
the Group retains control of the financial asset, the enforceable in the normal course of business and in
asset is continued to be recognised to the extent of the event of default, insolvency or bankruptcy of the
continuing involvement in the financial asset. respective entities in the Group or the counterparty.
The Group enters into certain derivative contracts Trade payables represent liabilities for goods and
to hedge risks which are not designated as hedges. services provided to the Group prior to the end of
147
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
financial year which are unpaid. Trade and other (q) Forward Currency Contracts
payables are presented as current liabilities unless
The Parent Company uses forward currency
payment is not due within 12 months after the
contracts to hedge its foreign currency risks. Such
reporting period. They are recognised initially at their
forward currency contracts are initially measured at
fair value and subsequently measured at amortised
fair value on the date on which a forward currency
cost using the effective interest method.
contract is entered into and are subsequently re-
Loans and Borrowings measured at fair value. Forward currency contracts
Borrowings are initially recognised at fair value, are carried as financial assets when the fair value
net of transaction costs incurred. Borrowings are is positive and as financial liabilities when the fair
subsequently measured at amortised cost using value is negative. Changes in the fair value of forward
effective interest method. Any difference between contracts are recognized in the Statement of Profit
the proceeds (net of transaction costs) and the and Loss as they arise.
redemption amount is recognised in profit or loss Foreign Currency Transactions and Translation
over the period of the borrowings using the effective
(i) Functional and Presentation Currency
interest method. Fees paid on the establishment of
loan facilities are recognised as transaction costs of Items included in the financial statements of each
the loan to the extent that it is probable that some of the Group’s entities are measured using the
or all of the facility will be drawn down. In this case, currency of the primary economic environment
the fee is deferred until the draw down occurs. To the in which the entity operates (‘the functional
extent there is no evidence that it is probable that currency’). The consolidated financial statements
some or all of the facility will be drawn down, the fee are presented in Indian Rupee (Rs.), which is the
is capitalised as a prepayment for liquidity services Parent Company’s functional and the Group’s
and amortised over the period of the facility to which presentation currency.
it relates.
(ii) Transactions and Balances
Borrowings are derecognised from the Balance Sheet
Foreign Currency transactions are initially recorded
when the obligation specified in the contract is
at functional currency spot rates at the date the
discharged, cancelled or expired.
transaction first qualifies for recognition.
Derecognition
Foreign Currency monetary items are translated
A financial liability is derecognised when the using the functional currency spot rates prevailing
obligation under the liability is discharged or at the reporting date. Non monetary items, which are
cancelled or expires. When an existing financial measured in terms of historical cost denominated in
liability is replaced by another from the same lender a foreign currency, are reported using the exchange
on substantially different terms, or the terms of rate at the date of transaction. Non-monetary items,
an existing liability are substantially modified, which are measured at fair value or other similar
such an exchange or modification is treated as
valuation denominated in a foreign currency, are
the derecognition of the original liability and the
translated using the exchange rate at the date when
recognition of a new liability. The difference in the
such value was determined.
respective carrying amounts is recognised in the
statement of Profit and Loss. Exchange differences arising on settlement or
translation of monetary items are recognised in the
(p) Borrowing Costs
statement of Profit and Loss in the period in which
General and specific borrowing costs that are they arise.
directly attributable to the acquisition, construction
(iii) Group Companies
or production of a qualifying asset are capitalised
during the period of time that is required to complete The results and financial position of foreign operations
and prepare the asset for its intended use or sale. (none of which has a currency of a hyperinflationary
Qualifying assets are assets that necessarily take economy) that have a functional currency different
a substantial period of time to get ready for their from the presentation currency are translated into
intended use or sale. the presentation currency as follows :
Other borrowing costs are expensed in the period in • assets and liabilities are translated at the
which they are incurred. closing rate at the date of that balance sheet
148
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
• income and expenses are translated at average are made in accordance with the fund rules.
exchange rates The interest rate payable to the beneficiaries
every year is being notified by the Government.
• all resulting exchange differences are recognised
in other comprehensive income In the case of contribution to the Fund, the
Parent Company has an obligation to make good
Goodwill and fair value adjustments arising on the
the shortfall, if any, between the return from
acquisition of a foreign operation are treated as
the investments of the Fund and the notified
assets and liabilities of the foreign operation and
interest rate and recognizes such obligation, if
translated at the closing rate.
any, determined based on an actuarial valuation
(r) Employee Benefits as at the balance sheet date, as an expense.
(i) Short-term Employee Benefits c) Pension Fund
Liabilities for short-term employee benefits that Retirement Pension for employees, is un-
are expected to be settled wholly within 12 months funded. The costs of providing benefits under
after the end of the period in which the employees this plan are determined on the basis of
render the related service are recognised in respect actuarial valuation using the projected unit
of employees’ services up to the end of the reporting credit method at each year-end. Actuarial gains/
period and are measured at the amounts expected to losses are immediately recognised in retained
be paid when the liabilities are settled. The liabilities earnings through Other Comprehensive
are presented as ‘Employee Benefits Payable’ under Income in the period in which they occur. Re-
‘Other Financial Liabilities’ in the Balance Sheet. measurements are not re-classified to profit
(ii) Post-employment Benefits or loss in subsequent periods. The excess/
shortfall in the fair value of the plan assets over
I. Defined Benefit Plans
the present value of the obligation calculated as
a) Gratuity per actuarial methods as at balance sheet dates
Retirement gratuity for employees, is funded is recognised as a gain/loss in the Statement
through Parent Company’s Gratuity Scheme of Profit and Loss. Any asset arising out of this
with Life Insurance Corporation of India (LIC). calculation is limited to the past service cost
The costs of providing benefits under this plus the present value of available refunds and
plan are determined on the basis of actuarial reduction in future contributions.
valuation using the projected unit credit II. Defined Contribution Plans
method at each year-end. Actuarial gains/
a) Superannuation
losses are immediately recognised in retained
earnings through Other Comprehensive Contribution made to Superannuation Fund
Income in the period in which they occur. Re- for certain employees are recognised in the
measurements are not re-classified to profit Statement of Profit and Loss as and when
or loss in subsequent periods. The excess/ services are rendered by employees. The
shortfall in the fair value of the plan assets over Parent Company has no liability for future
the present value of the obligation calculated as Superannuation Fund benefits other than its
per actuarial methods as at balance sheet dates contribution.
is recognised as a gain/loss in the Statement b) Provident Fund
of Profit and Loss. Any asset arising out of this
Contributions in respect of Employees who are
calculation is limited to the past service cost
not covered by Parent Company’s Employees
plus the present value of available refunds and
Provident Fund [in I(b) above] are made to the
reduction in future contributions.
Fund administered by the Regional Provident
b) Provident Fund Fund Commissioner as per the provisions of
In respect of certain employees, contributions Employees’ Provident Fund and Miscellaneous
to the Parent Company’s Employees Provident Provisions Act, 1952 and are charged to
Fund (administered by the Parent Company Statement of Profit and Loss as and when
as per the provisions of Employees’ Provident services are rendered by employees. The Parent
Fund and Miscellaneous Provisions Act, 1952) Company has no obligation other than the
149
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
contribution payable to the Regional Provident that at the time of the transaction affects neither
fund. accounting profit nor taxable profit (tax loss).
Deferred tax liabilities are not recognised for taxable
(iii) Other Long-term Employee Benefits
temporary differences associated with investments
The liabilities for leave are not expected to be settled in subsidiaries and associates, when the timing
wholly within 12 months after the end of the period of the reversal of the temporary differences can be
in which the employees render the related service. controlled and it is probable that the temporary
They are therefore measured annually by actuaries differences will not reverse in the foreseeable future.
as the present value of expected future benefits in Deferred tax is determined using tax rates (and laws)
respect of services provided by employees up to the that have been enacted or substantially enacted by
end of the reporting period using the projected unit the end of the reporting period and are expected to
credit method. The benefits are discounted using the apply when the related deferred tax asset is realised
market yields at the end of the reporting period that or the deferred tax liability is settled.
have terms approximating to the terms of the related
Deferred tax assets are recognised for all deductible
obligation. Remeasurements as a result of experience
temporary differences, carry forward of unused tax
adjustments and changes in actuarial assumptions
credits and unused tax losses only if it is probable
are recognised in profit or loss. Acturial gains/losses
that future taxable amounts will be available to
are immediately recognised in retained earnings
utilise those temporary differences, tax credits and
through Statement of Profit and Loss in the period in
losses.
which they occur.
Deferred tax assets are not recognised for temporary
The obligations are presented under ‘Provisions’
differences between the carrying amount and tax
(Current) in the Balance Sheet if the group does not
bases of investments in subsidiaries where it is
have an unconditional right to defer settlement for
not probable that the differences will reverse in the
at least twelve months after the reporting period,
foreseeable future and taxable profit will not be
regardless of when the actual settlement is expected
available against which the temporary difference can
to occur.
be utilised.
(s) Income Tax
The carrying amount of deferred tax assets is
The income tax expense for the period is the tax reviewed at each balance sheet date and reduced to
payable on the current period’s taxable income the extent that it is no longer probable that sufficient
based on the applicable income tax rate adjusted taxable profits will be available to allow all or part of
by changes in deferred tax assets and liabilities the asset to be utilised.
attributable to temporary differences, unused tax
Deferred tax assets and liabilities are offset when
credits and to unused tax losses.
there is a legally enforceable right to offset current
The current tax charge is calculated on the basis of tax assets and liabilities and when the deferred
the tax laws enacted or substantively enacted at the tax balances relate to the same taxation authority.
end of the reporting period. Management periodically Current tax assets and liabilities are offset where the
evaluates positions taken in tax returns with respect entity has a legally enforceable right to offset and
to situations in which applicable tax regulation is intends either to settle on a net basis, or to realise
subject to interpretation. It establishes provisions the asset and settle the liability simultaneously.
where appropriate on the basis of amounts expected
Current and deferred tax are recognised in profit
to be paid to the tax authorities.
or loss, except to the extent that it relates to items
Deferred tax is provided in full, using the liability recognised in other comprehensive income or
method, on temporary differences arising between directly in equity, if any. In this case, the tax is also
the tax bases of assets and liabilities and their recognised in other comprehensive income or directly
carrying amounts in the consolidated financial in equity, respectively.
statements. However, deferred tax liabilities are not
(t) Government Grants
recognised if they arise from the initial recognition of
goodwill. Deferred tax is also not accounted for if it Government grants are recognised where there is
arises from initial recognition of an asset or liability reasonable assurance that the grant will be received
in a transaction other than a business combination and all attached conditions will be complied with.
150
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
When the grant relates to revenue, it is deducted The principal or the most advantageous market must
from the related expense on a systematic basis in be accessible by the Group.
the Statement of Profit and Loss over the period
The fair value of an asset or a liability is measured
necessary to match them with the related cost, which
using the assumptions that market participants
they are intended to compensate.
would use when pricing the asset or liability,
When the Parent Company receives grants of non- assuming that market participants act in their
monetary assets, the asset and the grant are economic best interest.
recorded at fair value amounts and released to profit
A fair value measurement of a non-financial asset
or loss over the expected useful life in a pattern of
takes into account a market participant’s ability to
consumption of the benefit of the underlying asset i.e.
generate economic benefits by using the asset in
by equal annual instalments. When loans or similar
its highest and best use or by selling it to another
assistance are provided by governments or related
market participant that would use the asset in its
institutions, with an interest rate below the current
highest and best use.
applicable market rate, the effect of this favourable
interest is regarded as a government grant. The loan The Group uses valuation techniques that are
or assistance is initially recognised and measured appropriate in the circumstances and for which
at fair value and the government grant is measured sufficient data are available to measure fair value,
as the difference between the initial carrying value maximising the use of relevant observable inputs
of the loan and the proceeds received. The loan is and minimising the use of unobservable inputs.
subsequently measured as per the accounting policy All assets and liabilities for which fair value is
applicable to financial liabilities in respect of loans/ measured or disclosed in the financial statements
assistances received subsequent to the date of are categorised within the fair value hierarchy,
transition. described as follows, based on the lowest level input
Also refer note 2(c) relating to recognition of export that is significant to the fair value measurement as a
entitlements, under “Other Operating revenue”. whole:
The amendment clarifies that where the government ► Level 2 — Valuation techniques for which the
grant related to asset, including non-monetary grant lowest level input that is significant to the fair
at fair value, shall be presented in balance sheet value measurement is directly or indirectly
either by setting up the grant as deferred income observable
or by deducting the grant in arriving at the carrying ► Level 3 — Valuation techniques for which the
amount of the asset. Prior to the amendment, Ind AS lowest level input that is significant to the fair
20 did not allow the option to present asset related value measurement is unobservable
grant by deducting the grant from the carrying
For assets and liabilities that are recognised in the
amount of the asset. However, this amendment does
financial statements on a recurring basis, the Group
not have any significant impact on the financial
determines whether transfers have occurred between
statements.
levels in the hierarchy by re-assessing categorisation
(u) Fair Value Measurement (based on the lowest level input that is significant to
Fair value is the price that would be received to sell the fair value measurement as a whole) at the end of
an asset or paid to transfer a liability in an orderly each reporting period.
transaction between market participants at the For the purpose of fair value disclosures, the Group
measurement date. The fair value measurement is has determined classes of assets and liabilities on
based on the presumption that the transaction to sell the basis of the nature, characteristics and risks of
the asset or transfer the liability takes place either: the asset or liability and the level of the fair value
► In the principal market for the asset or liability, hierarchy as explained above.
or Dividend Distribution to Equity-holders
► In the absence of a principal market, in the most The Parent Company recognises a liability to make
advantageous market for the asset or liability cash distributions to equity holders when the
151
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
152
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
lease payments (i.e., the lease liability) and an asset after 1 April 2019, but certain transition reliefs are
representing the right to use the underlying asset available. The Company will apply the interpretation
during the lease term (i.e., the right-of-use asset). from its effective date. These amendments shall have
Lessees will be required to separately recognise no material impact on the financial statements of the
the interest expense on the lease liability and the Company.
depreciation expense on the right-of-use asset.
- Amendments to Ind AS 109: Prepayment
Lessees will be also required to remeasure the lease Features with Negative Compensation
liability upon the occurrence of certain events (e.g.,
Under Ind AS 109, a debt instrument can be measured
a change in the lease term, a change in future lease
at amortised cost or at fair value through other
payments resulting from a change in an index or rate
comprehensive income, provided that the contractual
used to determine those payments). The lessee will
cash flows are ‘solely payments of principal and
generally recognise the amount of the remeasurement
interest on the principal amount outstanding’ (the
of the lease liability as an adjustment to the right-of-
SPPI criterion) and the instrument is held within the
use asset.
appropriate business model for that classification.
Lessor accounting under Ind AS 116 is substantially The amendments to Ind AS 109 clarify that a
unchanged from today’s accounting under Ind AS financial asset passes the SPPI criterion regardless
17. Lessors will continue to classify all leases using of the event or circumstance that causes the early
the same classification principle as in Ind AS 17 and termination of the contract and irrespective of which
distinguish between two types of leases: operating party pays or receives reasonable compensation for
and finance leases. the early termination of the contract.
The Group intends to adopt this standard. However, The amendments should be applied retrospectively
adoption of this standard is not likely to have a and are effective for annual periods beginning on
significant impact in its Financial Statements. or after 1 April 2019. These amendments have no
impact on the financial statements of the Company.
- Appendix C to Ind AS 12 Uncertainty over
Income Tax Treatment - Amendments to Ind AS 19: Plan Amendment,
Curtailment or Settlement
The Interpretation addresses the accounting
for income taxes when tax treatments involve The amendments to Ind AS 19 address the
uncertainty that affects the application of Ind AS accounting when a plan amendment, curtailment
12 and does not apply to taxes or levies outside the or settlement occurs during a reporting period. The
scope of Ind AS 12, nor does it specifically include amendments specify that when a plan amendment,
requirements relating to interest and penalties curtailment or settlement occurs during the
associated with uncertain tax treatments. The annual reporting period, an entity is required to:
Interpretation specifically addresses the following: - Determine current service cost for the remainder
- Whether an entity considers uncertain tax of the period after the plan amendment, curtailment
treatments separately or settlement, using the actuarial assumptions
used to remeasure the net defined benefit liability
- The assumptions an entity makes about the
(asset) reflecting the benefits offered under
examination of tax treatments by taxation authorities
the plan and the plan assets after that event.
- How an entity determines taxable profit (tax loss), - Determine net interest for the remainder of the period
tax bases, unused tax losses, unused tax credits and after the plan amendment, curtailment or settlement
tax rates using: the net defined benefit liability (asset) reflecting
- How an entity considers changes in facts and the benefits offered under the plan and the plan
circumstances assets after that event; and the discount rate used
to remeasure that net defined benefit liability (asset).
An entity has to determine whether to consider each
The amendments also clarify that an entity first
uncertain tax treatment separately or together with determines any past service cost, or a gain or loss
one or more other uncertain tax treatments. on settlement, without considering the effect of the
The approach that better predicts the resolution of the asset ceiling. This amount is recognised in profit or
uncertainty should be followed. The interpretation is loss.
effective for annual reporting periods beginning on or The amendments apply to plan amendments,
153
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
curtailments, or settlements occurring on or after the Sheet date. Revisions to accounting estimates are
beginning of the first annual reporting period that recognised in the period in which the estimate is
begins on or after 1 April 2019. These amendments revised and future periods affected.
will apply only to any future plan amendments, This Note provides an overview of the areas that
curtailments, or settlements of the Company. involved a higher degree of judgement or complexity,
- Annual improvement to Ind AS (2018) and of items which are more likely to be materially
adjusted due to estimates and assumptions turning
These improvements include:
out to be different than those originally assessed.
> Amendments to Ind AS 12: Income Taxes Detailed information about each of these estimates
The amendments clarify that the income tax and judgements is included in relevant notes together
consequences of dividends are linked more directly with information about the basis of calculation for
to past transactions or events that generated each affected line item in the consolidated financial
distributable profits than to distributions to statements.
owners. Therefore, an entity recognises the income The areas involving critical estimates or
tax consequences of dividends in profit or loss, judgements are:
other comprehensive income or equity according – Employee Benefits (Estimation of Defined
to where the entity originally recognised those past Benefit Obligations) — Notes 2(r) and 38
transactions or events.
Post-employment benefits represent obligations that
An entity applies those amendments for annual will be settled in future and require assumptions to
reporting periods beginning on or after 1 April 2019. estimate benefit obligations. Post-employment benefit
Since the Company’s current practice is in line with accounting is intended to reflect the recognition
these amendments, the Company does not expect of benefit costs over the employee’s approximate
any effect on its financial statements. service period, based on the terms of the plans and
> Amendments to Ind AS 23: Borrowing Costs the investment and funding decisions made. The
accounting requires the Group to make assumptions
The amendments clarify that an entity treats as part
regarding variables such as discount rate and salary
of general borrowings any borrowing originally made
growth rate. Changes in these key assumptions
to develop a qualifying asset when substantially all of
can have a significant impact on the defined benefit
the activities necessary to prepare that asset for its
obligations.
intended use or sale are complete.
– Estimation of Expected Useful Lives of
An entity applies those amendments to borrowing Property, Plant and Equipment — Notes 2(e)
costs incurred on or after the beginning of the annual and 5.1
reporting period in which the entity first applies those
Management reviews its estimate of useful lives of
amendments. An entity applies those amendments
property, plant and equipment at each reporting
for annual reporting periods beginning on or after 1
date, based on the expected utility of the assets.
April 2019. Since the Company’s current practice is
in line with these amendments, the Company does Uncertainties in these estimates relate to technical
not expect any effect on its financial statements. and economic obsolescence that may change the
utility of property, plant and equipment.
3 Critical Estimates and Judgements
– Contingencies - Notes 2(v) and 35
The preparation of consolidated financial statements
in conformity with Ind AS requires management to Legal proceedings covering a range of matters are
make judgments, estimates and assumptions, that pending against the Group. Due to the uncertainty
affect the application of accounting policies and inherent in such matters, it is often difficult to predict
the reported amounts of assets, liabilities, income, the final outcome. The cases and claims against the
expenses and disclosures of contingent assets and Group often raise factual and legal issues that are
liabilities at the date of these consolidated financial subject to uncertainties and complexities, including
statements and the reported amounts of revenues the facts and circumstances of each particular
and expenses for the years presented. Actual results case/claim, the jurisdiction and the differences
may differ from these estimates. Estimates and in applicable law. The Group consults with legal
underlying assumptions are reviewed at each Balance counsel and other experts on matters related to
154
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
specific litigations where considered necessary. The planned optimising measures. Economic conditions
Group accrues a liability when it is determined that may change and lead to a different conclusion
an adverse outcome is probable and the amount of regarding recoverability. Further the Group does
the loss can be reasonably estimated. In the event not recognise deferred tax liability with respect to
an adverse outcome is possible or an estimate is not unremitted retained earnings wherever it controls the
determinable, the matter is disclosed. timing of the distribution of profit and it is probable
that the subsidiaries will not distribute the profit in
– Valuation of Deferred Tax Assets - Notes 2(s)
the foreseeable future.
and 21
– Fair Value Measurements — Notes 2(k)(vi)
Deferred income tax expense is calculated based
and 41
on the differences between the carrying value of
assets and liabilities for financial reporting purposes When the fair values of financial assets and financial
and their respective tax bases that are considered liabilities recorded in the Balance Sheet cannot be
temporary in nature. Valuation of deferred tax assets measured based on quoted prices in active markets,
is dependent on management’s assessment of future their fair values are measured using valuation
recoverability of the deferred tax benefit. Expected techniques, including the discounted cash flow
recoverability may result from expected taxable model, which involve various judgements and
income in the future, planned transactions or assumptions.
155
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
4 Group Information
The consolidated financial statements comprise the financial statements of the Parent Company and its wholly
owned subsidiary companies as detailed below. Unless otherwise stated, they have share capital consisting
solely of equity shares that are held by the Group and the proportion of ownership interests held equals the
voting rights held by the Group.
Indian:
Carbon Finance Limited India 100% 100% To invest in securities
Foreign:
Graphite International B.V. (GIBV) The 100% 100% To manage and finance its subsidiaries and
Netherlands exploit its trademarks and patents
Bavaria Electrodes GmbH @ Germany 100% 100% To manufacture and market graphite
electrodes, speciality products and other
carbon and graphite products
Bavaria Carbon Holdings GmbH @ Germany 100% 100% To facilitate manufacture and marketing
graphite electrodes, speciality products and
other carbon and graphite products
Bavaria Carbon Specialities GmbH @ Germany 100% 100% To manufacture and market graphite
electrodes, speciality products and other
carbon and graphite products
Graphite Cova GmbH @ Germany 100% 100% To manufacture and market graphite
electrodes, speciality products and other
carbon and graphite products
General Graphene Corporation # United States 26.68% - To develop Graphene sheets for commercial
of America use
Name of the Net Assets i.e. Total Assets Minus Share in Share in Share in
Entity Total Liabilities Profit or Loss Other Comprehensive Income Total Comprehensive Income
156
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
5.1 Reconciliation of Gross and Net Carrying Amount of Each Class of Assets
(Rs. in Crores)
Freehold Leasehold Buildings@ Plant and Furniture Vehicles Office Total
Land Land Equipments and Equipments
Fixtures
Year ended 31st March, 2018
Gross Carrying Amount
Opening Balance 27.44 0.77 216.86 502.76 2.39 5.06 3.57 758.85
Additions 2.87 - 16.88 58.43 0.10 1.51 0.42 80.21
Exchange Differences (Refer Note 5.3) 0.90 - 0.59 5.61 - 0.30 0.25 7.65
Disposals - - (0.03) (0.81) - (0.12) (0.24) (1.20)
Closing Balance 31.21 0.77 234.30 565.99 2.49 6.75 4.00 845.51
Accumulated Depreciation
Opening Balance - 0.04 18.59 70.46 0.68 1.65 1.89 93.31
For the Year - 0.02 9.36 39.81 0.29 0.75 0.73 50.96
Exchange Differences (Refer Note 5.3) - - 0.09 1.39 - 0.05 0.13 1.66
On Disposals - - - (0.33) - (0.05) (0.23) (0.61)
Closing Balance - 0.06 28.04 111.33 0.97 2.40 2.52 145.32
Net Carrying Amount 31.21 0.71 206.26 454.66 1.52 4.35 1.48 700.19
Year ended 31st March, 2019
Gross Carrying Amount
Opening Balance 31.21 0.77 234.30 565.99 2.49 6.75 4.00 845.51
Additions 0.17 - 0.53 18.75 0.13 2.37 3.63 25.58
Exchange Differences (Refer Note 5.3) (0.29) - (0.17) (1.64) - (0.08) (0.13) (2.31)
Disposals * - - (0.29) * (0.25) (0.12) (0.66)
Closing Balance 31.09 0.77 234.66 582.81 2.62 8.79 7.38 868.12
Accumulated Depreciation
Opening Balance - 0.06 28.04 111.33 0.97 2.40 2.52 145.32
For the Year - 0.02 12.18 47.48 0.31 1.15 0.81 61.95
Exchange Differences (Refer Note 5.3) - - (0.04) (0.65) - (0.02) (0.05) (0.76)
On Disposals - - - (0.11) * (0.20) (0.11) (0.42)
Closing Balance - 0.08 40.18 158.05 1.28 3.33 3.17 206.09
Net Carrying Amount 31.09 0.69 194.48 424.76 1.34 5.46 4.21 662.03
@ Includes Buildings constructed on Leasehold Land - Gross Carrying Amount Rs. 187.22 Crores (Net Carrying Amount - Rs.
157.52 Crores) [Previous Year - Gross Carrying Amount Rs. 187.09 Crores (Net Carrying Amount - Rs. 165.02 Crores)]
* Amounts are below the rounding off norm adopted by the Group.
(Rs. in Crores)
5.2 Capital Work-in-progress Year ended Year ended
31st March, 2019 31st March, 2018
Carrying amount at the beginning of the year 8.12 32.06
Additions during the year 28.10 54.24
Capitalised during the year (19.45) (78.18)
Carrying amount at the end of the year 16.77 8.12
5.3 Represents exchange differences on account of foreign exchange adjustment arising on consolidation of foreign
subsidiaries.
5.4 The Group has taken borrowings from banks which carry charge over certain property, plant and equipment (Refer
Note 44 for details).
5.5 Contractual obligation-Refer Note 36 for disclosure of contractual commitments for the acquisition of property, plant
and equipment.
157
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
5.6 Aggregate amount of depreciation has been included under ‘Depreciation and Amortisation Expense’ in the Statement
of Profit and Loss (Refer Note 29).
5.7 Title deeds of immovable properties set out in Note 5.1 above, where applicable, are in the name of the Group except
as set out below which are in the name of Graphite Vicarb India Limited (GVIL)/Powmex Steels Limited (PSL). The
immovable properties of GVIL/PSL, inter alia, got transferred to and vested in the Parent Company pursuant to the
respective Schemes of Arrangement in earlier years.
(Rs. in Crores)
Gross Carrying Amount Net Carrying Amount
Particulars As at 31st As at 31st As at 31st As at 31st
March, 2019 March, 2018 March, 2019 March, 2018
Certain Freehold Land at Nashik and Titilagarh (5 Title Deeds) 0.09 0.09 0.09 0.09
Certain Leasehold Land at Titilagarh (2 Title Deeds) 0.22 0.22 0.15 0.15
5.8 A portion of the land at Titilagarh including Freehold Land mentioned in Note 5.7 above is under dispute on legal
ownership amounting to Rs. 2.67 Crores (Previous Year - Rs. 2.67 Crores) disclosed as contingent liability and included
under ‘Other Matters’ in Note 35(i)(h).
(Rs. in Crores)
6 Intangible Assets Goodwill Computer Software
(Refer Note 6.1) - Acquired
Year ended 31st March, 2018
Gross Carrying Amount
Opening Balance 0.63 2.90
Additions - 0.18
Exchange Differences (Refer 6.2) - 0.11
Closing Balance 0.63 3.19
Accumulated Amortisation
Opening Balance - 1.68
For the Year - 0.66
Exchange Differences (Refer 6.2) - 0.10
Closing Balance - 2.44
Net Carrying Amount 0.63 0.75
Year ended 31st March, 2019
Gross Carrying Amount
Opening Balance 0.63 3.19
Additions - 1.04
Exchange Differences (Refer 6.2) - (0.04)
Closing Balance 0.63 4.19
Accumulated Amortisation
Opening Balance - 2.44
For the Year - 0.52
Exchange Differences (Refer 6.2) - (0.04)
Closing Balance - 2.92
Net Carrying Amount 0.63 1.27
6.1 Represents ‘Goodwill arising on consolidation’, out of which Rs. 0.55 Crores pertains to Carbon Finance Limited (a
wholly owned subsidiary company engaged in the business of investment in securities).
6.2 Represents exchange differences on account of foreign exchange adjustment arising on consolidation of foreign
subsidiaries.
6.3 The amortisation for the year has been included under ‘Depreciation and Amortisation Expense’ in the Statement of
Profit and Loss (Refer Note 29).
158
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
Ast at As at
7 Investments Face Value Number
31st March, 2019 31st March, 2018
Non-current Investments
Quoted, Fully paid:
Investments in Equity Instruments
In Other Body Corporate #
Aditya Birla Capital Limited Rs.10 3,360 0.03 0.05
Excel Crop Care Limited Rs.5 84,366 30.50 21.11
Astra Microwave Products Limited Rs.2 1,97,989 1.96 -
Future Retail Ltd Rs.2 1,65,000 7.49 -
Unquoted, Fully paid:
Investments in Equity Instruments
In Associate ^
General Graphene Corporation-Series B
4,69,842 50.56 -
Preferred Stock
In Other Body Corporates #
Sai Wardha Power Limited - Class A Equity Shares $ Rs.10 24,76,558 - -
Greenko Bagewadi Wind Energies Private Limited $ Rs.10 1,20,000 0.12 0.12
7.1 Refer Note 41 for information about fair value measurements and Note 42 for credit risk and market risk on
investments.
159
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
8 Trade Receivables # As at As at
31st March, 2019 31st March, 2018
Unsecured :
Considered Good 857.82 823.52
Considered Doubtful 10.43 6.47
Less: Provision for Doubtful Debts (10.43) (6.47)
857.82 823.52
8.1 Refer Note 44 for receivables secured against borrowings and Note 42 for information about credit risk and market
risk on receivables.
9.1 There are no repatriation restrictions with regard to Cash and Cash Equivalents as at the end of the reporting period
and prior periods.
11 Loans #
Non-current
Unsecured, Considered Good :
Loans to Employees $ 1.34 1.34
Security Deposits 6.77 6.53
8.11 7.87
Current
Unsecured, Considered Good :
Loans to Employees $ 1.24 2.27
Security and Other Deposits 2.99 1.29
4.23 3.56
12.34 11.43
160
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
12 Other Financial Assets @ As at As at
31st March, 2019 31st March, 2018
Non-current
Unsecured, Considered Good :
Fixed Deposits with Banks 0.04 0.08
(with Maturity of more than twelve months)
(Lodged with Government Authority / Others)
Accrued Interest on Fixed Deposits - *
0.04 0.08
Current
Unsecured, Considered Good :
Claims Receivable/Charges Recoverable 2.36 2.27
Export Entitlements Receivable 31.65 23.34
Accrued Interest on Investments 7.24 -
Accrued Interest on Deposits
with Banks 0.33 0.03
with Others 10.73 0.48
Others 6.74 10.45
59.05 36.57
59.09 36.65
13 Inventories
13.2 Above includes Inventories carried at Fair Value Less Cost to Sell 0.02 2.52
161
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
14 Other Assets As at As at
31st March, 2019 31st March, 2018
Non-current
Unsecured, Considered Good :
Capital Advances 9.90 8.90
Balances with Government Authorities @ 5.48 4.88
Others
Prepaid Expenses 0.80 0.33
16.18 14.11
Current
Unsecured, Considered Good :
Balances with Government Authorities # 68.59 25.14
Advance to Suppliers/Service Providers (other than capital) 22.88 32.15
Unbilled Revenue - 0.52
Prepaid/Advance for Expenses 2.13 2.89
93.60 60.70
109.78 74.81
@ Above represent payments made to various Government Authorities under protest relating to indirect tax matters.
# Balances with Government Authorities primarily include amounts realisable from the excise, value added tax and
customs authorities of India and the unutilised goods and service tax input credits on purchases. These are generally
realised within one year or regularly utilised to offset the goods and service tax liability on goods manufactured/sold
by the Parent Company. Accordingly, these balances have been classified as current assets.
Authorised
20,00,00,000 Equity Shares of Rs. 2/- each Fully Paid-up@ 40.00 40.00
Issued, Subscribed and Paid-up
19,53,75,594 Equity Shares of Rs. 2/- each Fully Paid-up @ 39.08 39.08
Add : Forfeited Shares * *
39.08 39.08
@ There were no changes in number of shares during the years ended 31st March, 2019 and 31st March, 2018.
* Amounts are below the rounding off norm adopted by the Group.
(a) The Parent Company has only one class of Equity Shares having a par value of Rs. 2/- per share. Each shareholder
is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval
of the shareholders in the ensuing Annual General Meeting except in case of interim dividend. In the event of
liquidation, the equity shareholders are eligible to receive the remaining assets of the Parent Company, after
distribution of all preferential amounts in proportion to their shareholding.
(b) Details of Equity Shares held by the holding company of Graphite India Limited and by subsidiary/associate of
the holding company :
Number of Shares Number of Shares
Emerald Company Private Limited (ECPL); the Immediate and
Ultimate Holding Company 11,95,79,419 11,95,79,419
Shree Laxmi Agents Limited; a Subsidiary of ECPL 8,84,000 8,84,000
Carbo Ceramics Limited; an Associate of ECPL 3,86,645 3,86,645
162
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(c) Details of Equity Shares held by Shareholders holding more than 5% of the aggregate shares in the Parent
Company :
Number of Shares Number of Shares
Emerald Company Private Limited 11,95,79,419 11,95,79,419
(61.20%) (61.20%)
(Rs. in Crores)
15.2 Other Equity As at As at
31st March, 2019 31st March, 2018
- Reserves and Surplus
Capital Reserve 0.46 0.46
Capital Redemption Reserve 5.75 5.75
Securities Premium 200.97 200.97
General Reserve 1,336.50 1,336.50
Reserve Fund [Refer (i) below] 6.59 5.58
Retained Earnings [Refer (ii) below] 3,775.21 1,134.77
5,325.48 2,684.03
- Other Reserve
Foreign Currency Translation Reserve [Refer (iii) below] (13.98) 8.71
5,311.50 2,692.74
163
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
Capital Reserve
Capital Reserve has been primarily created on amalgamation in earlier years.
Reserve Fund
Reserve Fund has been created in the books of a subsidiary in accordance with the requirements of Section 45-IC
of Reserve Bank of India Act, 1934.
(Rs. in Crores)
16 Borrowings As at As at
31st March, 2019 31st March, 2018
Current
Secured*
Bill Discounting Facilities 0.74 10.47
Loans Repayable on Demand from Banks
- Cash Credit and Export Credit Facilities 152.31 73.20
Unsecured
Bill Discounting Facilities - 10.86
Loans Repayable on Demand from Banks
- Cash Credit and Export Credit Facilities 105.72 174.77
Buyer’s Credit 100.82 2.88
359.59 272.18
*Secured -
(a) By a first pari passu charge by way of hypothecation of inventories and book debts of the Parent Company, both
present and future; and
(b) By a second pari passu charge on the Parent Company’s movable fixed assets.
16.1 Refer Note 44 for details of carrying amount of assets pledged as security for secured borrowings and Note 42 for
information about liquidity risk and market risk on borrowings.
164
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
As at As at
17 Trade Payables 31st March, 2019 31st March, 2018
Non-current
Trade Payables
Total Outstanding Dues of Creditors other than Micro - 0.03
Enterprises and Small Enterprises
- 0.03
Current
Trade Payables
Total Outstanding Dues of Micro Enterprises and Small Enterprises 5.73 5.50
Total Outstanding Dues of Creditors other than Micro
641.14 406.40
Enterprises and Small Enterprises
646.87 411.90
646.87 411.93
17.1 Refer Note 42 for information about liquidity risk and market risk on trade payables.
Non-current
Security Deposits 0.01 0.01
0.01 0.01
Current
Employee Benefits Payable 85.99 30.03
Interest Accrued 0.94 0.09
Unpaid Dividend 5.28 3.47
Capital Liabilities 5.07 7.08
Claims/Charges Payable 2.68 4.97
Security Deposits 0.43 0.41
Remuneration Payable to Non-executive Directors 21.03 10.80
121.42 56.85
121.43 56.86
@Dues Payable to Government Authorities comprise sales tax, excise duty, withholding taxes, service tax, value added tax,
entry tax, goods and service tax and other taxes payable.
165
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
As at As at
20 Provisions 31st March, 2019 31st March, 2018
Non-current
Provisions for Employee Benefits (Refer Note 38) 3.07 3.07
3.07 3.07
Current
Provisions for Employee Benefits (Refer Note 38) 22.07 18.59
Provision for Contingencies 12.05 12.37
34.12 30.96
37.19 34.03
Significant Components and Movement in Deferred Tax Liabilities during the year
(Rs. in Crores)
As at Recognised in As at
31st March, 2018 Profit or Loss 31st March, 2019
Deferred Tax Liabilities
Property, Plant and Equipment and Intangible Assets 107.25 (1.03) 106.22
Financial Assets at Fair Value through Profit or Loss
- Investments 17.40 14.63 32.03
Total Deferred Tax Liabilities 124.65 13.60 138.25
Set-off pursuant to set-off provisions (30.15) 5.85 (24.30)
Deferred Tax Liabilities (Net) 94.50 19.45 113.95
(Rs. in Crores)
As at Recognised in As at
31st March, 2017 Profit or Loss 31st March, 2018
Deferred Tax Liabilities
Property, Plant and Equipment and Intangible Assets 102.43 4.82 107.25
Financial Assets at Fair Value through Profit or Loss
- Investments 17.88 (0.48) 17.40
Short-term Borrowings 0.07 (0.07) -
Total Deferred Tax Liabilities 120.38 4.27 124.65
Set-off pursuant to set-off provisions (35.37) 5.22 (30.15)
Deferred Tax Liabilities (Net) 85.01 9.49 94.50
166
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
Significant components and Movement in Deferred Tax Assets during the year
(Rs. in Crores)
As at Recognised in As at
31st March, 2018 Profit or Loss 31st March, 2019
Deferred Tax Assets
Provisions for Employee Benefits 6.06 0.48 6.54
Employee Benefits Payable 0.15 (0.01) 0.14
Dues Payable to Government Authorities 8.12 (5.88) 2.24
Trade Receivables 2.26 1.39 3.65
Provision towards Voluntary Retirement Scheme - 11.67 11.67
Tax Credits Carry Forward 13.25 (0.40) 12.85
Carry Forward Business Loss 47.46 (46.93) 0.71#
Financial Assets at Fair Value through Profit or Loss
- Investments 0.47 (0.47) -
Tax Credit Utilised - - (12.79)
Inventories 1.81 2.20 4.01
Total Deferred Tax Assets 79.58 (37.95) 29.02
Set-off pursuant to set-off provisions (30.15) 5.85 (24.30)
Deferred Tax Assets (Net) 49.43 (32.10) 4.72
As at Recognised in As at
31st March, 2017 Profit or Loss 31st March, 2018
Deferred Tax Assets
Provisions for Employee Benefits 5.81 0.25 6.06
Employee Benefits Payable 0.16 (0.01) 0.15
Dues payable to Government Authorities 7.49 0.63 8.12
Trade Receivables 6.81 (4.55) 2.26
Tax Credits Carry Forward 15.10 (1.85) 13.25
Carry Forward Business Loss 0.64 43.52 47.46#
Financial Assets at Fair Value through Profit or Loss
- 0.47 0.47
- Investments
Inventories 2.29 (0.48) 1.81
Total Deferred Tax Assets 38.30 37.98 79.58
Set-off pursuant to set-off provisions (35.37) 5.22 (30.15)
Deferred Tax Assets (Net) 2.93 43.20 49.43
# After considering Rs. 0.18 Crore (Previous Year Rs. 3.30 Crore) on account of foreign exchange adjustment arising
on consolidation of foreign subsidiaries.
167
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
21.3 Tax Losses As at As at
31st March, 2019 31st March, 2018
Relating to Overseas Subsidiaries
Unused tax losses for which no deferred tax asset has been recognised 2.55 2.21
Potential tax benefit @ 27.03% (Previous year - 27.03%) 0.69 0.60
The unused tax losses can be carried forward for indefinite period. The
deferred tax asset has not been recognised on the basis that its recovery is
not probable in the foreseeable future.
Relating to Indian Subsidiary
Unused tax losses for which no deferred tax asset has been recognised - 0.95
Potential tax benefit @ Nil (Previous year - 27.5525%) - 0.26
The deferred tax asset has not been recognised on the basis that its
recovery is not probable.
The unused tax losses can be carried forward as under :
Up to 31st March, 2019 * 0.01
Up to 31st March, 2021 * 0.39
Up to 31st March, 2022 * 0.03
Up to 31st March, 2023 * *
Up to 31st March, 2025 * 0.52
* Amounts are below the rounding off norm adopted by the Group.
22.1 In accordance with the requirements of IND AS, Revenue from Sale of Products for the period after 30th June, 2017
is net of Goods and Services Tax (‘GST’). However, Revenue for the period up to 30th June, 2017 is inclusive of
excise duty.
168
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
23 Other Income Year ended Year ended
31st March, 2019 31st March, 2018
Interest Income
From Financial Assets at Amortised Cost
- Investments 28.87 1.07
- Loans and Deposits 24.23 0.96
- Trade Receivables 10.25 7.52
From Income-tax/Other Government Authorities 10.39 1.93
73.74 11.48
Others
Net Gain on Investments Carried at Fair Value through Profit or Loss
[Includes Net Unrealised Fair Value Gains arising during the year Rs.
74.92 Crores (Previous Year- Rs. 38.34 Crores)] 102.01 52.43
Liabilities No Longer Required Written Back 8.26 3.98
Provision for Doubtful Debts Written Back 0.40 4.23
Reversal of Allowance for Credit Losses on Trade Receivables - 9.29
Net Gain on Disposal of Property, Plant and Equipment [Net of Loss on
Disposal of Property, Plant and Equipment Rs. 0.06 Crores (Previous
Year - Rs. 0.38 Crores)] 1.74 0.23
Net Gain on Foreign Currency Transactions and Translation 14.57 -
Other Non-operating Income 8.98 6.90
135.96 77.06
209.70 88.54
25 Purchases of Stock-in-trade
169
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
26 Changes in Inventories of Finished Goods and Work-in-progress Year ended Year ended
31st March, 2019 31st March, 2018
Finished Goods
Closing Stock 379.76 66.87
Deduct: Opening Stock 66.87 77.43
(312.89) 10.56
Work-in-progress
Closing Stock 840.56 356.05
Deduct: Opening Stock 356.05 353.03
(484.51) (3.02)
(797.40) 7.54
26.1 Write-downs of inventories to net realisable value amounted to Rs. 0.10 Crores (Previous Year - Rs. 0.26
Crores). These were recognised as an expense and included in Changes in Inventories of Finished Goods and
Work-in-progress above.
(Rs. in Lakhs)
27 Employee Benefit Expense Year ended Year ended
31st March, 2019 31st March, 2018
Salaries and Wages 274.62 219.71
Contribution to Provident and Other Funds (Refer Note 38) 25.09 22.76
Staff Welfare Expenses 11.78 9.64
311.49 252.11
28 Finance Costs
Interest Expense on
- Borrowings from Banks 10.56 7.19
- Others 0.73 0.42
Other Borrowing Costs 0.33 0.47
11.62 8.08
170
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
30 Other Expenses Year ended Year ended
31st March, 2019 31st March, 2018
Consumption of Stores and Spare Parts (Refer Note 30.1) 240.87 176.04
Power and Fuel 386.64 333.91
Rent 2.15 2.50
Repairs and Maintenance:
-Buildings 6.83 4.66
-Plant and Machinery 48.56 32.76
-Others 5.27 3.57
Insurance 15.69 8.06
Rates and Taxes 5.40 7.45
Freight and Transport 71.33 87.45
Commission to Selling Agents 86.46 29.50
Travelling and Conveyance 5.19 5.25
Directors’ Remuneration (Other than Executive Director) 21.17 10.95
Excise Duty on Stocks etc. (Refer Note 30.2) - (3.95)
Bad Debts/Advances Written Off 1.41 4.51
Provision for Doubtful Debts 4.36 0.30
Processing Charges 5.60 3.61
Net Loss on Foreign Currency Transactions and Translation - 1.40
Contractors' Labour Charges 60.64 41.12
Fair Value Loss on Investments (net of gain on sale of Non-current
investments) - 0.55
Expenditure towards Corporate Social Responsibility Activities
(Refer Note 30.3) 22.28 0.82
Miscellaneous Expenses 47.93 47.38
1,037.78 797.84
30.2 Represents the difference between excise duty on opening and closing stock of finished goods, etc. relating to the
Parent Company.
(a) Gross amount required to be spent by the Parent Company and its
Subsidiary incorporated in India during the year 10.49 2.40
(b) Expenditure towards Corporate Social Responsibility Activities
comprises employee benefits expense of Rs. 0.05 Crores (Previous Year
- Rs. 0.03 Crores) and amount paid to B D Bangur Endowment towards
construction/acquisition of assets Rs. 0.72 Crores (Previous Year - Rs.
0.05 Crores) and for other purposes Rs. 1.51 Crores (Previous Year -
Rs. 0.74 Crores) and amount paid to Amrit Somani Memorial Trust for
projects relating to autistic childrens Rs. 20.00 Crores (Previous Year
- Rs. Nil) respectively. 22.28 0.82
171
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
31 Tax Expense Year ended Year ended
31st March, 2019 31st March, 2018
A. Tax Expense Recognised in Statement of Profit and Loss
Current Tax
Current Tax on Profits for the year 1,674.44 477.69
Adjustment for Current Tax of Earlier Years (20.56) (2.99)
1,653.88 474.70
Deferred Tax
Origination and Reversal of Temporary Differences (Refer Note 21) 51.55 (33.71)
172
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
33 Research and Development Expenditure Year ended Year ended
31st March, 2019 31st March, 2018
Research and Development Expenditure of revenue nature recognised in
profit or loss during the year 0.18 0.17
34.1 Cancellable
The Group has cancellable operating lease arrangements for certain accommodation. Terms of such lease include
option for renewal on mutually agreed terms. There are no restrictions imposed by lease arrangements and there
are no purchase options or sub leases or contingent rents. Operating lease rentals for the year recognised in profit
or loss amounts to Rs. 1.00 Crores (Previous Year - Rs. 0.78 Crores).
The lease expenses recognised during the year in this regard amount to Rs. 1.15 Crores (Previous Year - Rs. 1.72
Crores).
35 Contingencies -
(i) Claims not acknowledged as debts:
Taxes, duties and other demands (under appeal/dispute)
(a) Excise Duty 3.90 2.51
(b) Customs Duty 10.39 11.83
(c) Service Tax 11.68 13.10
(d) Sales Tax / Value Added Tax 4.98 5.46
(e) Entry Tax 1.50 1.50
(f) Income Tax 47.90 8.89
(g) Labour Related Matters 9.12 9.12
(h) Other Matters (Property, Rental, etc.) 3.19 3.19
(ii) Potential Obligation under Public Law of Germany in respect of
environment 15.22 15.86
(iii) Customer appeal pending at High Court against award/order in favour 13.70 13.70
of the Parent Company by Arbitral Tribunal and District Court relating
to charges deducted, consequential loss of profit and interest in a
construction contract. The Parent Company has withdrawn the entire
disputed amount deposited by the customer before High Court with a
bank guarantee for 50% of the amount as per the directions of the High
Court.
In respect of above, it is not practicable for the Group to estimate the
timing of cash outflows, if any, pending resolution of the respective
proceedings. The Group does not expect any reimbursements in respect
of the above.
(iv) There are numerous interpretative issues relating to the Supreme Court
(SC) judgement on PF dated 28th February, 2019. The Parent Company
believes that it does not have any significant impact on a prospective
basis from the date of the SC order. The Parent company will revisit its
position, on receiving further clarity on the subject.
173
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
36 Commitments As at As at
31st March, 2019 31st March, 2018
Estimated amount of contracts remaining to be executed on capital
account and not provided for (net of advances) 13.19 18.22
*Amounts are below the rounding off norm adopted by the Group
38 Employee Benefits:
The Parent Company provides for gratuity, a defined benefit retirement plan covering eligible employees. The
gratuity plan is governed by the Payment of Gratuity Act, 1972 without ceiling limit, except Rs 0.20 Crores
for Powmex Division . As per the plan, the Gratuity Fund Trusts, administered and managed by the Trustees
and funded primarily with Life Insurance Corporation of India (LICI), make payment to vested employees
at retirement, death, incapacitation or termination of employment, of an amount based on the respective
employee’s salary and the tenure of employment. Vesting occurs upon completion of five years of service. The
Trustees are responsible for the overall governance of the plan and to act in accordance with the provisions of
the trust deed and rules in the best interests of the plan participants. Each year an Asset-Liability matching
study is performed in which the consequences of the strategic investment policies are analysed in terms of
risk and return profiles. Investment and contribution policies are integrated within this study. Liabilities with
regard to the Gratuity Plan are determined by actuarial valuation as set out in Note 2(q)(ii) above, based upon
which, the Parent Company makes contributions to the Employees’ Gratuity Funds.
The following table sets forth the particulars in respect of the Gratuity Plan (Funded) of the Parent Company :
(Rs. in Crores)
As at As at
31st March, 2019 31st March, 2018
(a) Reconciliation of Opening and Closing Balances of the Present
Value of the Defined Benefit Obligation:
Present Value of Obligation at the beginning of the year 35.73 34.81
Current Service Cost 2.45 2.29
Interest Cost 2.57 2.35
Remeasurements Losses
- Actuarial Losses arising from Changes in Financial Assumptions (0.16) (1.21)
- Actuarial Losses arising from Changes in Experience Adjustments 0.78 0.08
Benefits Paid (2.00) (2.59)
Present Value of Obligation at the end of the year 39.37 35.73
174
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
As at As at
31st March, 2019 31st March, 2018
(b) Reconciliation of the Opening and Closing Balances of the Fair
Value of Plan Assets:
Fair Value of Plan Assets at the beginning of the year 34.83 29.80
Interest Income 2.54 2.18
Remeasurements Gains
Return on Plan Assets (excluding amount included in Net Interest Cost) (0.02) 0.27
Contributions by Employer 1.05 5.17
Benefits Paid (2.00) (2.59)
Fair Value of Plan Assets at the end of the year 36.40 34.83
(c) Reconciliation of the Present Value of the Defined Benefit
Obligation and the Fair Value of Plan Assets:
Present Value of Obligation at the end of the year 39.37 35.73
Fair Value of Plan Assets at the end of the year 36.40 34.83
Liabilities Recognised in the Balance Sheet 2.97 0.90
Assumptions regarding future mortality experience are based on mortality tables of ‘Indian Assured Lives
Mortality (2006-2008) published by the Institute of Actuaries of India’.
The estimate of future salary increases takes into account inflation, seniority, promotion and other relevant
factors, such as demand and supply in the employment market.
(i) Sensitivity Analysis Change in Impact on defined Impact on defined
Assumption benefit obligation benefit obligation
(2018-19) (2017-18)
Discount Rate Increase by 1% Decrease by Rs. 2.97 Crores Decrease by Rs. 2.74 Crores
Decrease by 1% Increase by Rs. 3.42 Crores Increase by Rs. 3.16 Crores
Salary Growth Rate Increase by 1% Increase by Rs. 3.40 Crores Increase by Rs. 3.14 Crores
Decrease by 1% Decrease by Rs. 3.00 Crores Decrease by Rs. 2.77 Crores
175
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions
constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated.
When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same
method (present value of the defined benefit obligation calculated with the projected unit credit method at the
end of the reporting period) has been applied as when calculating the defined benefit obligation recognised in
the Balance Sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to
the prior period.
(j) The Parent Company expects to contribute Rs. 5.60 Crores (Previous Year - Rs. 3.51 Crores) to the funded
gratuity plans during the next financial year.
(k) The weighted average duration of the defined benefit obligation is 9.34 years (Previous Year – 9.56 years).
In view of the Parent Company’s obligation to meet shortfall, if any, on account of interest, Provident Fund
Trusts set up by the Parent Company are treated as defined benefit plans.
The Actuary has carried out actuarial valuation of plan’s liabilities and interest rate guarantee obligations as
at the Balance Sheet date using Projected Unit Credit Method and Deterministic Approach as outlined in the
Guidance Note 29 issued by the Institute of Actuaries of India. Based on such valuation, an amount of Rs.
0.32 Crores (Previous Year - Rs. 0.25 Crores) has been provided towards future anticipated shortfall with
regard to interest rate obligation of the Parent Company as at the Balance Sheet date. Further during the year,
the Parent Company’s contribution of Rs. 0.32 Crores (Previous year – Rs. 0.34 Crores) to the Provident Fund
Trusts has been expensed under the ‘Contribution to Provident and Other Funds’ in Note 27. Disclosures given
hereunder are restricted to the information available as per the Actuary’s Report -
176
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
The following Table sets forth the particulars in respect of the Pension Plan (unfunded) of the Group for
the year ended 31st March, 2019:
(Rs. in Crores)
As at As at
31st March, 2019 31st March, 2018
(a) Reconciliation of Opening and Closing Balances of the Present
Value of the Defined Benefit Obligation:
Present Value of Obligation at the beginning of the year 3.13 2.85
Exchange Differences (0.11) 0.46
Current Service Cost 0.05 0.06
Interest Cost 0.05 0.04
Remeasurements Losses
Actuarial Losses arising from Changes in Financial Assumptions 0.02 (0.27)
Benefits Paid (0.01) (0.01)
Present Value of Obligation at the end of the year 3.13 3.13
Assumptions regarding future mortality experience are based on mortality tables of ‘Mortality Heubeck Table 2005’.
The estimate of future salary increases takes into account inflation, seniority, promotion and other relevant
factors, such as demand and supply in the employment market.
Pensions in Payment Rate Increase by 1% Increase by Rs 0.50 Crores Increase by Rs. 0.50 Crores
177
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions
constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated.
When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same
method (present value of the defined benefit obligation calculated with the projected unit credit method at the
end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the
Balance Sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to
the prior period.
(g) The weighted average duration of the defined benefit obligation is 24 years (Previous Year – 24 years).
Certain categories of employees of the Parent Company participate in superannuation, a defined contribution
plan administered by the Trustees. The Parent Company makes quarterly contributions based on a specified
percentage of each covered employee’s salary. The Parent Company has no further obligations under the plan
beyond its annual contributions.
Certain categories of employees of the Parent Company receive benefits from a provident fund, a defined
contribution plan. Both the employee and employer make monthly contributions to a government administered
fund at specified percentage of the covered employee’s qualifying salary. The Parent Company has no further
obligations under the plan beyond its monthly contributions.
During the year, an amount of Rs. 9.09 Crores (Previous Year - Rs. 8.67 Crores) has been recognised as
expenditure towards above defined contribution plans of the Parent Company.
During the year, an amount of Rs. 13.10 Crores (Previous Year - Rs. 11.19 Crores) has been recognised as
expenditure towards defined contribution plans of the overseas subsidiaries. The contribution includes social
insurance contribution by the employer on salary and wages.
The Parent Company provides for accumulation of leave by certain categories of its employees. These employees
can carry forward a portion of the unutilised leave balances and utilise it in future periods or receive cash
(only in case of earned leave) in lieu thereof as per the Parent Company’s policy. The Parent Company records
a provision for leave obligations in the period in which the employee renders the services that increases this
entitlement.
The total provision recorded by the Parent Company towards this obligation as on reporting date is Rs. 18.72
Crores (Previous Year- Rs.17.36 Crores). The amount of the provision is presented as current, since the Parent
Company does not have an unconditional right to defer settlement for any of these obligations. However, based
on past experience, the Parent Company does not expect all employees to take the full amount of accrued leave
or require payment within the next 12 months. The following amounts reflect leave that is not expected to be
taken or paid within the next 12 months.
(Rs. in Crores)
31st March, 2019 31st March, 2018
Leave provision not expected to be settled within the next 12 months 16.69 15.36
178
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
Demographic Risk
In the valuation of the liability, certain demographic (mortality and attrition rates) assumptions are made.
The Group is exposed to this risk to the extent of actual experience eventually being worse compared to the
assumptions thereby causing an increase in the benefit cost.
39 Segment Information
a) Graphite and Carbon Segment, engaged in the production of Graphite Electrodes, Other Miscellaneous
Graphite & Carbon Products and related Processing/Service Charges.
b) Others Segment engaged in manufacturing/laying of GRP Pipes, and in manufacturing of High Speed
Steel and Alloy Steel and Power Generating Unit exclusively for outside sale and investing in shares and
securities.
Segment performance is evaluated based on profit or loss and is measured consistently with profit or
loss in the consolidated financial statements. Also, the Group’s borrowings (including finance costs),
income taxes, investments and derivative instruments are managed at head office and are not allocated to
operating segments.
Sales between segments are carried out on cost plus appropriate margin and are eliminated on consolidation.
The segment revenue is measured in the same way as in the Statement of Profit and Loss.
Segment assets and liabilities are measured in the same way as in the consolidated financial statements.
These assets and liabilities are allocated based on the operations of the segment and the physical location
of the assets.
179
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
B. Segment Revenues, Segment Result and Other Information as at/for the year:-
(Rs. in Crores)
Graphite and Carbon Others Total
2018 -19 2017-18 2018 -19 2017-18 2018 -19 2017-18
Revenue from Operations
External Sales 7,566.08 3,102.85 164.24 150.44 7,730.32 3,253.29
Other Operating Revenues 121.86 37.46 5.72 0.46 127.58 37.92
7,687.94 3,140.31 169.96 150.90 7,857.90 3,291.21
Inter Segment Sales 1.52 0.12 0.20 0.16 1.72 0.28
Segment Revenues 7,689.46 3,140.43 170.16 151.06 7,859.62 3,291.49
Segment Results 5,070.56 1,465.08 9.44 10.56 5,080.00 1,475.64
Reconciliation to Profit before Tax:
Net Gain on Investments Carried at Fair
Value through Profit or Loss 102.01 52.43
Interest Income 60.86 3.40
Finance Costs (11.62) (8.08)
Other Un-allocable Expenditure (Net) (72.38) (50.40)
Profit before Exceptional Item,Tax and
5,158.87 1,472.99
share of profit/(loss) of an Associate
Share of Profit/(Loss) of an Associate (3.00) -
Profit before Exceptional Item and Tax 5,155.87 1,472.99
Exceptional Item (54.86) -
Profit before Tax 5,101.01 1,472.99
Depreciation and Amortisation 58.22 46.94 2.74 3.25 60.96 50.19
Unallocable 1.51 1.43
Total 62.47 51.62
Non-cash Expenses other than
Depreciation and Amortisation 2.12 5.18 5.06 0.17 7.18 5.35
Unallocable * *
Total 7.18 5.35
Interest Income 11.29 7.24 1.59 0.84 12.88 8.08
Unallocable 60.86 3.40
Total 73.74 11.48
Capital Expenditure 30.87 54.06 0.42 0.95 31.29 55.01
Unallocable 3.83 1.42
Total 35.12 56.43
Segment Assets 4,077.85 2,286.67 202.51 213.27 4,280.36 2,499.94
Reconciliation to Total Assets:
Investments 2,541.52 1,165.70
Current Tax Assets (Net) 24.07 24.92
Deferred Tax Assets (Net) 4.72 49.43
Other Unallocable Assets 55.59 40.30
Total 6,906.26 3,780.29
Segment Liabilities 780.14 556.64 31.65 42.50 811.79 599.14
Reconciliation to Total Liabilities:
Borrowings 359.59 272.18
Current Tax Liabilities (Net) 232.09 60.61
Deferred Tax Liabilities (Net) 113.95 94.50
Other Unallocable Liabilities 38.26 22.04
Total 1,555.68 1,048.47
*Amounts are below the rounding off norm adopted by the Group.
180
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
C. Entity-wide disclosures
(Rs. in Crores)
2018 -19 2017-18
(i) The Parent Company is domiciled in India. The amount of its revenue
from external customers broken down by location of the customers is
shown below (excluding Other Operating Revenue):
India 3,539.46 2,022.44
Rest of the World 4,190.86 1,230.85
7,730.32 3,253.29
(iii) No customer individually accounted for more than 10% of the revenues from external customers during
the years ended 31st March, 2019 and 31st March, 2018 respectively.
181
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
182
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
183
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
*Amounts are below the rounding off norm adopted by the Group.
184
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(i) Financial Instruments by Category 31st March, 2019 31st March, 2018
Notes Carrying Amount/ Carrying Amount/
Fair Value Fair Value
Financial Assets
Assets Carried at Fair Value through Profit or Loss
Investments
- Equity Instruments 7 40.10 21.28
- Mutual Funds 7 1,569.20 1,087.21
Assets Carried at Amortised Cost
Investments
- Commercial Papers,Corporate Deposits and Debentures 7 929.66 99.33
Trade Receivables 8 857.82 823.52
Cash and Cash Equivalents 9 400.39 40.54
Other Bank Balances 10 7.46 15.04
Loans 11 12.34 11.43
Other Financial Assets 12 59.09 36.65
Total Financial Assets 3,876.06 2,135.00
Financial Liabilities
Liabilities Carried at Amortised Cost
Borrowings (including interest accrued) 16,18 360.53 272.27
Trade Payables 17 646.87 411.93
Other Financial Liabilities 18 120.49 56.77
Total Financial Liabilities 1,127.89 740.97
The following methods and assumptions were used to estimate the fair values:
(a) In respect of investments in mutual funds, the fair values represent net asset value as stated by the
issuers of these mutual fund units in the published statements.
(b) The management assessed that fair values, of trade receivables, cash and cash equivalents, other bank
balances, other financial assets, investments in Commercial Papers, Corporate Deposits and Debentures,
trade payables, borrowings and other financial liabilities, approximate to their carrying amounts largely
due to the short-term maturities of these instruments. Further, management also assessed the carrying
amount of certain loans at floating interest rates which are a reasonable approximation of their fair values
and the difference between the carrying amounts and fair values is not expected to be significant.
(c) The fair value of remaining financial instruments is determined on discounted cash flow analysis using a
current lending / discount rate, as considered appropriate.
For financial assets carried at fair value, the carrying amounts are equal to their fair values.
185
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the
counter derivatives) is determined using valuation techniques which maximise the use of observable market
data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an
instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is
included in level 3. This is the case for unlisted equity securities included in level 3.
The Group’s policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end
of the reporting period. There are no transfers between level 1 and level 2 fair value measurements during the
year ended 31st March, 2019 and 31st March, 2018.
(Rs. in Crores)
31st March, 2019 31st March, 2018
Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
(a) Recognised and Measured at Fair Value -
Recurring Measurements
Financial Assets
Investments
- Mutual Funds - 1,569.20 - - 1,087.21 -
- Quoted Equity Investments 39.98 - - 21.16 - -
- Unquoted Equity Investments - - 0.12 - - 0.12
39.98 1,569.20 0.12 21.16 1,087.21 0.12
(b) Amortised Cost for which Fair Values are
Disclosed
Financial Assets^
Investments
-Commercial Papers,Debentures and
- 929.66 - - 99.33 -
Corporate Deposits
- 929.66 - - 99.33 -
186
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
The Group’s activities expose it to credit risk, liquidity risk and market risk. In order to safeguard against any adverse
effects on the financial performance of the Group, derivative financial instruments, such as foreign exchange forward
contracts are entered as per Group’s policy to hedge certain foreign currency risk exposures. Derivatives are used
exclusively for hedging purposes and not as trading or speculative instruments.
The Group’s senior management oversees the management of above risks. The senior executives working to manage
the financial risks are accountable to the Audit Committee and the Board of Directors. This process provides assur-
ance to the Group’s senior management that the Group’s financial risks-taking activities are governed by appropriate
policies and procedures and that financial risks are identified, measured and managed in accordance with the Group’s
policies and the Group’s risk appetite.
This Note explains the sources of risk which the entity is exposed to and how the entity manages the risk. The Board
of Directors reviews and agrees policies for managing each of these risks, which are summarised below:
Trade Receivables
Trade receivables are typically unsecured and are derived from revenue earned from customers. Customer credit risk
is managed by each business unit subject to the Group’s policy and procedures which involve credit approvals, estab-
lishing credit limits and continuously monitoring the credit worthiness of customers to which the Group grants credit
terms in the normal course of business. Outstanding customer receivables are regularly monitored and any shipments
to major customers are generally covered by letters of credit or other forms of credit assurance.
The Group’s exposure to customers is diversified and no single customer contributes to more than 10% of total reve-
nues.
The Group’s maximum exposure to credit risk for the components of the Balance Sheet as of 31st March, 2019 and
31st March, 2018 is the carrying amounts as disclosed below.
187
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
Receivables are deemed to be past due or impaired with reference to the Group’s normal terms and conditions of
business. These terms and conditions are determined on a case to case basis with reference to the customer’s credit
quality and prevailing market conditions. Receivables that are classified as ‘past due’ in the above tables are those
that have not been settled within the terms and conditions that have been agreed with that customer.
Other than trade receivables, the Group has no significant class of financial assets that is past due but not impaired.
(Rs. in Crores)
Reconciliation of Provision for Doubtful Debts — Trade Receivables 31st March, 2019 31st March, 2018
Opening Balance 6.47 10.40
Provision made during the year 4.36 0.30
Provision written back during the year (0.40) (4.23)
Closing Balance 10.43 6.47
The working capital facilities may be drawn at any time and may be terminated by the bank without notice. Subject
to the continuance of satisfactory credit ratings, the above facilities may be drawn at any time within one year.
*Working Capital facility for 2018-19 of the Parent Company is under assessment with the lead Bank as on 31st March
2019.
^Includes contractual interest payment based on interest rate prevailing at the end of the reporting period
amounting to Rs.4.76 Crores (Previous Year - Rs. 2.12 Crores).
188
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
The Group strives to achieve asset-liability offset of foreign currency exposures and only the net position is hedged
where considered necessary. The Group manages its foreign currency risk by hedging appropriate percentage of its
foreign currency exposure per established risk management policy.
The Group uses forward exchange contracts to hedge the effects of movements in foreign exchange rates on foreign
currency denominated assets and liabilities.
(Rs. in Crores)
31st March, 2019 31st March, 2018
USD Euro USD Euro
Financial Assets
Trade Receivables 343.73 2.81 184.20 10.38
Bank Balance in EEFC Accounts 7.31 - - -
Net Exposure to Foreign Currency Risk (Assets) 351.04 2.81 184.20 10.38
Financial Liabilities
Borrowings (including current maturities) 100.83 - 9.45 -
Trade Payables 422.85 1.69 219.62 3.32
Other Financial Liabilities 5.53 0.07 1.78 0.15
Net Exposure to Foreign Currency Risk (Liabilities) 529.21 1.76 230.85 3.47
Net Exposure to Foreign Currency Risk (Assets - Liabilities) (178.17) 1.05 (46.65) 6.91
(b) Sensitivity
The sensitivity of profit or loss to changes in the foreign exchange rates arises mainly from foreign currency denominated
financial instruments.
(Rs. in Crores)
Impact on Profit before Tax
31st March, 2019 31st March, 2018
USD Sensitivity
INR/USD - Increase by 7%* (12.47) (3.27)
INR/USD - Decrease by 7%* 12.47 3.27
Euro Sensitivity
INR/EUR - Increase by 7%* 0.07 0.48
INR/EUR - Decrease by 7%* (0.07) (0.48)
* Holding all other variables constant
189
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
The Group’s fixed rate borrowings and investments comprising Deposits with Banks, Investments in Mutual Funds,
Commercial Papers, Corporate Deposits and Debentures are carried at amortised cost. They are, therefore, not subject
to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate
because of changes in market interest rates.
(Rs. in Crores)
31st March, 2019 31st March, 2018
Variable Rate Borrowings 249.03 112.76
Fixed Rate Borrowings 110.56 159.42
Total Borrowings 359.59 272.18
As at the end of the reporting period, the Group had the following variable rate borrowings outstanding :
(Rs. in Crores)
31st March, 2019 31st March, 2018
Weighted Balance % of Total Weighted Balance % of Total
average Loans average Loans
interest interest
rate (%) rate (%)
Cash Credit/ Export Credit Facilities 6.15% 249.03 69% 6.24% 112.76 41%
An analysis by maturities is provided in Note 42(B)(ii) above. The percentage of total loans shows the proportion of loans
that are currently at variable rates in relation to the total amount of borrowings.
(b) Sensitivity
Profit or loss is sensitive to higher/lower interest expense from borrowings as a result of changes in interest rates.
(Rs. in Crores)
Impact on Profit before Tax
31st March, 2019 31st March, 2018
Interest Rates — Increase by 100 basis points (100 bps) * (2.49) (1.13)
Interest Rates — Decrease by 100 basis points (100 bps) * 2.49 1.13
*Holding all other variables constant and on the assumption that amount outstanding as at reporting dates were utilised
for the full financial year.
The Group invests its surplus funds in various debt instruments. These comprise of mainly liquid schemes
of mutual funds, short term debt funds & income funds (duration investments) and fixed deposits.
To manage its price risk arising from investments in mutual funds, the Group diversifies its portfolio.
Mutual fund investments are susceptible to market price risk, mainly arising from changes in the interest rates or market
yields which may impact the return and value of such investments.
190
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(b) Sensitivity
The sensitivity of profit or loss to changes in Net Assets Values (NAVs) as at year end for investments in mutual funds.
(Rs. in Crores)
Impact on Profit before Tax
31st March, 2019 31st March, 2018
NAV - Increase by 1%* 15.69 10.87
NAV - Decrease by 1%* (15.69) (10.87)
43 Capital Management
(a) Risk Management
The Group’s objectives when managing capital are to
• safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and
benefits for other stakeholders and
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group monitors capital on the basis of the net debt to equity ratio. Net debt are long-term and short-term debts as
reduced by cash and cash equivalents. The Group is not subject to any externally imposed capital requirements.
No changes were made to the objectives, policies or processes for managing capital during the reporting periods.
191
Graphite India Limited
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
(Rs. in Crores)
(b) Dividends on Equity Shares Year ended Year ended
31st March, 2019 31st March, 2018
Dividend declared and paid during the year
Final dividend for the year ended 31st March, 2018 of Rs. 12/-
(31st March, 2017 – Rs.2/-) per fully paid share. 234.45 39.08
Dividend Distribution Tax on above 48.19 7.95
Interim dividend for the year ended 31st March, 2019 of Rs. 20/-
(Previous Year – Rs. 5/-) per fully paid share 390.75 97.69
Dividend Distribution Tax on above 80.32 19.89
753.71 164.61
Proposed dividend not recognised at the end of the reporting period
In addition to the above dividend, since year end the directors have
recommended the payment of a final dividend of Rs. 35/- per fully paid share
(Previous Year – Rs. 12/-). This proposed dividend is subject to the approval
of shareholders in the ensuing annual general meeting. 683.81 234.45
Dividend Distribution Tax on above 140.56 48.19
(Rs. in Crores)
As at As at
31st March, 2019 31st March, 2018
Current
First Charge
Financial Assets
Trade Receivables under Bill Discounting (Refer below) 0.74 21.32
Other Trade Receivables @ 666.92 728.11
Non-financial Assets
Inventories 1,820.83 669.94
Sub-total 2,488.49 1,419.37
Non-current
First Charge / Second Charge #
Plant and Equipments 398.23 425.82
Furniture and Fixtures 1.34 1.52
Office Equipments 2.16 0.78
Vehicles 3.91 2.59
Sub-total 405.64 430.71
Total 2,894.13 1,850.08
192
Notes to Financial Statements
Notes to Consolidated Financial Statements as at and for the year ended 31st March, 2019
45 The Parent Company in October 2018, decided to stop operations in the Bengaluru plant by halting the furnaces in a
sequential manner and accelerate the work of revamping of roof sheets in compliance with some observations of Karnataka
State Pollution Control Board (KSPCB). Pursuant to the inspection by KSPCB officials KSPCB, on December 15, 2018
renewed the “Consent for operations” for a period up to June 30, 2020 with condition to shift the unit from the existing
location. On January 28, 2019, Principal Bench - National Green Tribunal, Delhi (NGT) restored the KSPCB direction dated
June 30, 2012, and closure order dated July 02, 2012. Further, NGT directed constitution of a joint committee comprising
representatives of CPCB, KSPCB and NEERI, Karnataka to carry out within two months stack monitoring of the industry,
ambient air monitoring of the industrial unit and surrounding areas and study on source apportionment of pollution
sources. Pursuant thereto, KSPCB withdrew consent for operations and issued closure order dated February 14, 2019.
On April 02, 2019, the Board of Directors of the Parent Company decided to permanently close operations in the Bengaluru
Plant in Whitefield within such time as is required by the Parent Company to obtain appropriate consents, approvals,
authorizations and no objections. Closure application has been filed with Government of Karnataka. KSPCB on April 08,
2019 before NGT sought five months time to submit project report. KSPCB also informed NGT of the Parent Company’s
decision to close down the Bengaluru plant permanently. NGT took note of the above and felt that there was no necessity
for calling for any further report in this regard and disposed off all the appeals filed before it.
The Parent Company has also fully charged off the net block of all property, plant and equipments aggregating Rs. 10.84
crores through accelerated depreciation.
Consequently, the Parent Company has also provided compensation to its Employees/workers under the retirement
scheme amounting to Rs 54.86 Crores which has been shown as exceptional item.
46 Investment in an associate
During the year, the Group has invested in 26.68% equity shares of General Graphene Corporation, USA consequent to
which it has become an associate of the Group with effect from Date for a total consideration of Eur 6.87 Million. General
Graphene Corporation is involved in the Graphene business in USA. General Graphene Corporation is not listed on any
public exchange. The Group’s interest in General Graphene Corporation is accounted for using the equity method in the
consolidated financial statements.
The Group has calculated the purchase price allocation in accordance with Ind AS 103 Business Combinations to determine
goodwill/capital reserve arising on investment in associate.
The following table illustrates the summarised financial information of the Group’s investment in General Graphene
Corporation, USA:
(Rs. in Crores)
As at
Particulars
31st March, 2019
Current assets 24.67
Non-current assets 18.84
Current liabilities (11.86)
Intangible assets (fair value adjustment made at the time of acquisition) 26.03
Total 57.68
Proportion of the Group’s ownership 26.68%
Group’s ownership of Net Assets of the Associate 15.39
Goodwill included in the carrying amount of Investement 37.15
Adjustment on account of Foreign Currency Translation 1.98
Carrying Amount of Investment (including share of loss amounting to Euro 370,690.35 till 31st
March, 2019) 50.56
(Rs. in Crores)
Year ended
Particulars
31st March, 2019
Revenue -
Profit/(loss) before tax (10.36)
Add: Adjustments for buy back of shares (0.89)
Profit/(loss) for the year (11.25)
193
Graphite India Limited
Notes to Consolidated Financial Statements for the year ended 31st March, 2018
47 Pending completion of the relevant formalities of transfer of certain assets and liabilities of Powmex Steels Undertaking of
GKW Limited (GKW) acquired pursuant to the Scheme of Arrangement sanctioned by the Hon’ble High Court at Calcutta
vide Order of 22nd May, 2009, such assets and liabilities remain included in the books of the Company under the name of
GKW (including another company, erstwhile Powmex Steels Limited, which was amalgamated with GKW in earlier years).
For S.R.BATLIBOI & CO. LLP For and on behalf of the Board of Directors of Graphite India Limited
Firm Registration Number - 301003E/E300005
Chartered Accountants
194
Notes to Financial Statements
195
Graphite India Limited
Notes to Financial Statements
Notes
197
Graphite India Limited
Notes
198
Notes to Financial Statements
Notes
199
Graphite India Limited
Notes
200
GRAPHITE INDIA LIMITED FORTY FOURTH
ANNUAL GENERAL
CIN:L10101WB1974PLC094602 MEETING
Registered Office : 31, Chowringhee Road, Kolkata - 700 016
Tel: +91 33 4002 9600 Fax: +91 33 4002 9676
Website: www.graphiteindia.com Email: gilro@graphiteindia.com
Name and Address of Shareholder
ATTENDANCE SLIP
Folio / DP ID and Client ID : Shares :
Attendance by
(Please tick the appropriate box)
Member
Proxy
Authorised Representative
I hereby record my presence at the 44th Annual General Meeting of the Company being held on Wednesday,
July 3, 2019 at 10.30 A.M. at Shripati Singhania Hall, Rotary Sadan, 94/2 Chowringhee Road, Kolkata-
700020.(Near Rabindra Sadan Metro Station)
…………………………………………………………………………………. ………………………………………………………………
Name of Proxy (in BLOCK LETTERS) Signature of Member/Proxy
-----------------------------------------------------------------------------------X------------------------------------------------------------------------------------------------
*Only Members who have not updated their PAN with Company / Depository Participant shall use Sequence Number in the PAN field.
Note: Please read the instructions printed under the Note k (III) to the Notice of 44th Annual General Meeting dated June 6, 2019. The
Voting period starts from 9.00 am on Sunday, 30th June, 2019 and ends at 5.00 p.m. on Tuesday, 2nd July , 2019. The voting module
shall be disabled by CDSL for voting thereafter.
-----------------------------------------------------------------------------------X------------------------------------------------------------------------------------------------
I/We being the member(s) of ……………………shares of Graphite India Limited, hereby appoint
1. Name………………………………………Address……………………………………… E-mail
Id…………………………………Signature………………………or failing him
2. Name………………………………………Address……………………………………… E-mail
Id…………………………………Signature………………………or failing him
3. Name…………………………………..……Address……………………………………… E-mail
Id……………………………………Signature………………………as my/our proxy to attend and
vote (on a poll) for me/us and on my/our behalf at the 44th Annual General Meeting of the Company to
be held on Wednesday, July 3, 2019 at 10.30 A.M. at Shripati Singhania Hall, Rotary Sadan, 94/2
Chowringhee Road, Kolkata-700020.(Near Rabindra Sadan Metro Station)and at any adjournment
thereof in respect of such resolutions as are indicated overleaf:
P.T.O.
(*Optional)
Resolutions For Against
1. a. Adoption of Audited Financial Statement for the year ended 31st March, 2019.
b. Adoption of Consolidated Audited Financial Statement for the year ended31st March, 2019.
2. Confirm payment of Interim Dividend and declaration of final dividend on equity shares.
3. Re-appointment of Mr. J D Curravala, (DIN 00277426), Non-executive director retiring by rotation.
4. Re-appointment of Mr. N S Damani (DIN: 00058396) as an Independent Director for a second term
of five(5) consecutive years i.e. from 1st April 2019 up to 31st March 2024.
5. Re-appointment of Mr. N Venkataramani (DIN: 00367193) as an Independent Director for a second
term of five (5) consecutive years i.e. from 1st April 2019 up to 31st March 2024.
6. Appointment of Mr. A V Lodha (DIN: 00036158) as a Non-Executive Director of the Company.
7. Re-appointment of Mr. M B Gadgil (DIN 01020055) as a Whole-time Director of the Company
designated as “Executive Director” of the Company for a period of one year from 1st July 2019.
8. Payment of remuneration by way of commission to Chairman of the Company for FY 2018-19.
9. Payment of remuneration to Cost Auditors.
10. Issue of Debentures/Bonds upto Rs. 5,000 crore on private placement basis.