GRAPHITE INDIA lull

ANNUAL REPORT
1999-20QD
 to the spirit of
equiva*«e0 nm^mw^- wfr fruits of their
action and are aet'wss from the bondage of
birth. They reach a state of utter blissfulness.

CONTENTS Page No.

Directors' Report 2-5

Balance Sheet 6
Profit and Loss Account 7

Schedules 8-20
Cash Flow Statement 21

Auditors' Report 22-23

Statement Pursuant to Section 212 24

Ten Years Financial Statistics 25

Report and Accounts of Subsidiaries 26-44

BOARD OF DIRECTORS
SHRI K. K. BANGUR, Chairman
SHRIBHASKAR MITTER
SHRI P. K. KHAITAN
SHRI SANJIV GOENKA
SHRI NAVIN SUCHANTI
MAJ. GEN. A. L. SURI, AVSM (Retd.)
SHRI S. SAMANTA
SHRI T. K. SUBRAMANIAN
SHRI A. K. JAIN, Executive Director

AUDITORS
PRICE WATERHOUSE

SOLICITORS
KHAITAN & CO.
ORR, DIGNAM & CO.

BANKERS
UCO BANK
ALLAHABAD BANK
PUNJAB NATIONAL BANK
STATE BANK OF INDIA
CORPORATION BANK
CANAHABANK
AMERICAN EXPRESS BANK LTD.

REGISTERED OFFICE
31, CHOWRINGHEE ROAD,
CALCUTTA-700 016
GRAPHITE INDIA LIMITED
DIRECTORS' REPORT
The Directors have pleasure in presenting their 37th Annual Report together with the audited accounts of
the Company for the financial year ended March 31, 2000.

FINANCIAL RESULTS
Rs. in lakh
1999-2000 1998-1999
Profit for the year after charging all expenses
but before providing interest, depreciation,
non-recurring item and tax 5023.33 5290.27
Less : Interest 2620.06 2555.87
Profit before depreciation and tax 2403.27 2734.40
Less: Depreciation 1073.27 953.52
Profit before taxation and non-recurring item 1330,00 1780.88
Less: Payments under Voluntary Retirement Scheme 104.03 83.96
Profit before taxation 1225.97 1696.92
Less: Provision for taxation 150.00
Profit for the year 1225.97 1546.92
Add : Balance brought forward from the previous year 1991.76 1281.53
Transfer from Investment Allowance Reserve 10.50
3217.73 2838.95
Which has been appropriated as under :
Transfer to Debenture Redemption Reserve 356.10 356.60
Dividend — 12.5% Preference Shares 31.67
Equity Shares 181.00 301.67
Dividend Tax 23.40 33.18
Transfer to General Reserve 61.30 155.74
Balance carried forward 2564.26 1991.76
3217.73 2838.95

DIVIDEND
The Board of Directors of the Company has already
decided to pay the following interim dividends for
the financial year ended 31st March, 2000 :
12.5% on Redeemable Cumulative Preference Shares
of Rs. 100/-each;
15% on Equity Shares of Rs. 10/- each.
OPERATIONS
During the year under review, Production of Graphite
Electrodes, Anodes and other Miscellaneous Carbon
and Graphite Products was 20,508 MT as compared
to 20,257 MT in the previous financial year. The
production at both the plants was tuned to meet the
marketing needs.
With the smooth operation of 2 x 9 MW
Chunchanakatte mini hydel power plant, the total
power requirement of Bangalore Plant is now met by
captive generation.
The 6 MW Multi Fuel Power Generator at Bangalore
also functioned satisfactorily.
The Coke Division of the Company produced 20,792
MT of Calcined Petroleum Coke during the year under
review as compared to 21,982 MT in the previous
financial year.
Considering the impact of several adverse operating
and marketing factors, the Company's performance
during the year under review is generally satisfactory.
SALES
The Company achieved a turnover of Rs. 21705 lakh
during the year under review compared to Rs. 19760
lakh in the preceding year, thus registering an
increase of 10% in spite of adverse marketing
conditions, general economic slow-down and keen
competition.
There was a significant revival of the export market.
Exports increased by 26% in volume terms. Exports
were Rs 11266 lakh during the year under review as
compared to Rs. 10960 lakh during 1998-99. Though
there was an appreciable increase in the volume., the
modest increase in value terms was due to steep
decline in global electrode prices. The Company is
continuously trying to expand its customer base in
the existing and newer geographical territories. This
would help the Company to realise its true export
potential in coming years.
The Company continues to maintain its track record
of being a net foreign exchange earner for the past
many years.
The domestic demand for the Company's major
product — Graphite Electrodes - is showing subtle
signs of improvement. Continuous dumping of
Graphite Electrodes at prices much below than that
of international market levels by Chinese and
European producers however continues.
Apart from meeting captive needs, the Coke Division
sold 15,402 MT of CPC during the year under review
compared to 16,641 MT in the preceding financial
year. This division is expected to perform
satisfactorily in the coming years.
The 2X9 MW mini hydel power plant at Chunchanakatte,
Karnataka, generated surplus energy and about 30
million units were sold to a number of customers.
FUTURE OUTLOOK
The global steel market has revived and is poised to
return to an encouraging growth curve in the current
fiscal year. This would lead to an increase in the
exports of our products, thereby helping the Company
to revert to an export led growth in years to come.
The Company has taken several cost cutting
initiatives which would reinforce the capabilities of
the Company to successfully stand up to competitive
global pressures and challenges.
RESEARCH AND DEVELOPMENT
Focussed efforts continued during the year under
review on new product development, refinement of
process technology, optimisation of resource usage
and quality upgradation.
STATUS OF Y2K COMPLIANCE
The Y2K transition was smooth without any
disruption to the operations of the Company.
FDIED DEPOSITS
The total amount of fixed deposits as on 31st March,
2000 was Rs.211.94 lakh. Deposits amounting to
Rs. 2.60 lakh (including those retained under legal
obligations) due for repayment remained unclaimed
and/or withheld.
DEPOSITORY SYSTEM
The Company has entered into an agreement with
each of the National Securities Depository Limited
and the Central Depository Services Limited to
enable the equity shareholders to hold the shares in
dematerialised form.
GENERAL
The observation in the Auditors' Report is dealt with
in the Note at the appropriate place in the Accounts.
GRAPHITE INDIA LIMITED
SUBSIDIARY COMPANIES AUDITORS
As required under Section 212 of the Companies Act, Price Waterhouse, Chartered Accountants, Auditors
1956, the particulars relating to subsidiary companies of the Company will retire and are eligible for re-
are annexed to the accounts. appointment.

INFORMATION PURSUANT TO SECTION 217 ACKNOWLEDGEMENT

OF THE COMPANIES ACT, 1956
The Directors would like to express their grateful
Information in accordance with Section 217(l)(e) of appreciation for the assistance and cooperation that
the Companies Act, 1956 read with Companies the Company has been receiving from the consortium
(Disclosure of Particulars in the Report of Board of of banks, financial institutions and Government
Directors) Rules, 1988 and forming part of the Departments and agencies concerned at the Central
Directors' Report for the year ended 31st March, 2000 and State levels. The Directors also thank the
are given in Annexure 'A'. employees of the Company at all levels for their
diligent efforts, dedication, cooperation and support.
Particulars pursuant to Section 217(2A) of the
Companies Act, 1956 read with the Companies
(Particulars of Employees) Rules, 1975 and forming
part of the Directors' Report for the year ended 31st
March, 2000 are given in Annexure IT.

DIRECTORS
On behalf of the Board
Shri Sanjiv Goenka and Maj. Gen. A L Suri (Retd.),
Directors of the Company, retire by rotation and being Calcutta K K BANGUR
eligible offer themselves for re-appointment. Dated : 10th May, 2000 Chairman
ANNEXURE TO THE DIRECTORS' REPORT
ANNEXURE - A
Particulars pursuant to Section 217(1) (e) of the CompaniesAct, 1956 read with the Companies (Disclosure of Particulars in the Report of
Board of Directors) Rules, 1988 forming part of the Directors' Report.
CONSERVATION OF ENERGY — Understanding and knowledge of raw materials, to improve upon
a) Energy Conservation measures taken — product quality;
Increase in efficiency of boiler through systematic maintenance; Future Plan of Action :
Replacement of 66KV / 11KV Transformer with On-Load Tap Changer;
Energy optimisation of LWG Furnaces auxiliaries; — To work at cost effective process and raw materials to bring down
Optimisation of compressor load and its drive units; the coat of production;
Use of waste heat for process heating systems; — Effort to scale-up and commercialise new products;
Optimisation of milling system operation; Expenditure on R&D : (Rs. in lakh)
Optimisation of dust collector operation; Recurring 64.78
Use of alternate fuels; R&D expenditure
Optimum utilisation of plant lighting system; on percentage of total turnover 0.30
Optimisation of maximum contract demand.
b) TECHNOLOGY ABSORPTION, ADAPTATION & INNOVATION
b) Additional measures proposed ia be taken — Efforts made:
Replacement of Acheson furnaces by energy efficient LWG furnaces; Several joint research projects have been sponsored with Government
Installation of energy efficient boiler; Institutions, This has led to development of newer processes, technology
Increased use of Soft Starter cum energy economiser in higher Horse and products. This has also helped in conservation of raw materials and
Power Motors. energy.
Installation of variable speed drive for baking furnaces; Baking furnaces were redesigned and rebuilt to improve energy efficiency;
Improvement in milling system operation; Computerisation of electrical energy monitoring system.
Replacement of energy inefficient lamps by sodium vapour lamps.
Benefits:
c) Impact of measures of (a) & (b) above -
Improvement in quality of product and processes;
Reduction in specific energy consumption levels at different stages of
production. Self reliance and savings in foreign exchange;
Improved productivity.
TECHNOLOGY ABSORPTION Technology imported during the last 5 years :
a) RESEARCH AND DEVELOPMENT Riedhammer Baking Furnace technology;
Specific areas in which R&D is carried out : Pollution control—ESP technology for controlling baking furnace pollution.
Power generation using Furnace Oil Generator
— Design and Process development in manufacture of graphite sealing
material;
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
— Development of Carbon-Carbon Composites; (Rs. in lakh)
— Process technology for manufacture of high density graphite;
Earnings 11094
Benefits derived: Outgo 3361
— Improvement in quality of the products;
On behalf of the Board
— Development of new products;
— Import Substitution; K K BANGUR
— Energy Conservation; Dated ; 10th May, 2000 Chairman

ANNEXURE-B
Information as per Section 217(2A) of the CompaniesAct, 1956 read with Companies (Particulars of Employees) Rules, 1975 and forming part of the
Directors' Report for the year ended 31st March, 2000
Name and Age Designation/ Remuneration/ Date of Commencement Previous Employment
of the Employees Nature of Duties Salary Qualification of Employment/ (Years)
(Rs.) Total Experience
Employed for the full year
*Jain, A.K. 56 Executive Director 754,691 B. Chem. Engineering 16.10.1965 35 —
Employed for part of the year
Gaglani, J. K. 56 Sr. Vice President 263,315 B.Sc.,B.S. 01.06.1995 34 Pidilite Industries Ltd.
Marketing M.S. [U.S.A.] Gen. Man. Export [29]
Nambiar, G. K. 60 General Manager 308,916 B.Sc. 01.01.1970 38 Vijayalakshmi Ltd.
Power Project Sales Officer [2]
Misra,O.P. 60 Sr. Manager 142,069 I.Sc. 01.01.1970 34 Indian Furnace Ltd.
Marketing Sales Executive [4]
Notes: 1. Remuneration was calculated on the basis of Section 198 of the CompaniesAct, 1956. 2. Designation describes nature of duties. 3. Conditions of employment
are non-contractual, except in case of persons whose names are marked by (*) and whose appointment are contractual. Other terms and conditions as per
Company's rules. 4. None of the above employees is related to any Director of the Company.
On behalf of the Board
K K BANGUR
Dated : 10th May, 2000 Chairman
GRAPHITE INDIA LIMITED
BALANCE SHEET
as at 31st March, 2000 SCHEDULE As at 31st As at 31st
March,20GO March,1999
Rs. Rs.
SOURCES OF FUNDS
SHAREHOLDERS' FUNDS
CAPITAL 1 170,669,260 120,669,260
RESERVES AND SURPLUS 2 1,238,416,764 1,139,427,112
1,409,086,024 1,260,096,372
LOAN FUNDS
SECURED LOANS 3 1,516,738,563 1,778,433,026
UNSECURED LOANS 4 72,081,633 17,631,772
1,588,820,196 1,796,064,798
TOTAL 2,997,906,220 3,056,161,170
APPLICATION OF FUNDS
FDCED ASSETS 5
Gross Block 2,477,672,920 2,420,337,095
Less : Depreciation 559,295,422 454,541,250
Net Block 1,918,377,498 1,965,795,845
Capital Advances/Work-in-Progress — at cost 6,121,092 18,006,994
Machinery Spares 3,648,686
1,928,147,276 1,983,802,839
INVESTMENTS 6 345,272,704 373,361,706
CURRENT ASSETS, LOANS AND ADVANCES
Inventories 7 587,887,801 802,646,190
Sundry Debtors 8 387,160,585 333,799,226
Cash and Bank Balances 9 30,554,708 7,148,600
Other Current Assets 10 11,000,129 40,272,803
Loans and Advances 11 141,743,327 119,106,547
1,158,346,550 1,302,973,366
Less : CURRENT LIABILITIES AND PROVISIONS
Liabilities 12 433,111,942 570,179,384
Provisions 13 5,636,264 43,065,186
438,748,206 613,244,570
NET CURRENT ASSETS 719,598,344 689,728,796
MISCELLANEOUS EXPENDITURE
(to the extent not written off or adjusted)
Payments under Voluntary Retirement Scheme 4,887,896 9,267,829
TOTAL 2,997,906,220 3,056,161,170
CAPITAL COMMITMENTS (Net of Advances) 1,355,155 14,712,734
Estimated amount of contracts remaining to be executed

NOTES ON ACCOUNTS AND ACCOUNTING POLICIES 28

This is the Balance Sheet referred to The Schedules referred to above form an
in our report of even date integral part of the Balance Sheet
P. K. NANDY
Partner
For and on behalf of
PRICE WATERHOUSE K. K. BANGUR
Chartered Accountants Chairman
J. R. BHANDAWAT K. C. PARAKH A. K. JAIN
Calcutta : 10th May, 2000 Dy. Secretary Vice President-Finance Executive Director
PROFIT AND LOSS ACCOUNT
for the year ended 31st March, 2000 SCHEDULE Year ended Year ended
31stMarch,2000 31stMarch,1999
Rs. Rs.
INCOME
Sales/Income from operations 19 2,379,217,432 2,180,565,505
Other Income 14 65,190,414 24,045,750
2,444,407,846 2,204,611,255
EXPENDITURE
Raw Materials Consumed 20 712,666,225 738,552,378
Payments to and Provisions for Employees 15 212,140,131 192,049,933
Other Manufacturing, Selling and
Administrative Expenses 16 678,913,886 754,207,618
Excise Duty 143,380,084 127,676,844
(Increase)/Decrease in Stocks 17 194,973,961 (136,902,995)
1,942,074,287 1,675,583,778
PROFIT BEFORE INTEREST AND DEPRECIATION 502,333,559 529,027,477
Interest 18 262,006,333 255,586,740
PROFIT BEFORE DEPRECIATION 240,327,226 273,440,737
Depreciation 107,326,420 95,352,592
PROFIT BEFORE TAXATION AND NON-RECURRING ITEM 133,000,806 178,088,145
Payments under Voluntary Retirement Scheme 10,403,455 8,395,615
PROFIT BEFORE TAXATION 122,597,351 169,692,530
Provision for Taxation 15,000,000
PROFIT AFTER TAXATION 122,597,351 154,692,530
Balance brought forward from earlier year 199,175,702 128,152,895
Transfer from Investment Allowance Reserve 1,050,000
PROFIT AVAILABLE FOR APPROPRIATION 321,773,053 283,895,425
TRANSFER TO
Debenture Redemption Reserve 35,609,750 35,659,750
General Reserve 6,129,868 15,574,253
Dividend - on Equity Shares - Interim 18,100,389
- Final 30,167,315
- on 12.5% Preference Shares 3,167,808
Dividend Tax 2,339,502 3,318,405
Balance carried forward 256,425,736 199,175,702
321.77&GS3 283,895,425

NOTES ON ACCOUNTS AND ACCOUNTING POLICIES 28

The Schedules referred to above together with Schedules 21 to 27
form an integral part of the Profit and Loss Account

K. K. BANGUR
Chairman
J. R. BHANDAWAT K. C. PARAKH A. K. JAIN
PRICE WATERHOUSE Dy. Secretary Vice President-Finance Executive Director
GRAPHITE INDIA LIMITED
As at 31st As at 31st
March,2000 March, 1999
Rs. Rs.
1. CAPITAL
Authorised
20,000,000 Equity Shares of Rs.10/- each 200,000,000 200,000,000
500,000 Redeemable Preference Shares of Rs.lOOA each 50,000,000 50,000,000
250,000,000 250,000,000

Issued, Subscribed and Paid-up

12,066,926 Equity Shares of Rs.10/- each fully paid-up 120,669,260 120,669,260
500,000 12.5 % Redeemable Cumulatve Preference
Shares of Rs. 100/-each 50,000,000
170,669,260 120,669,260

Notes :
a. Of the above Equity Shares, 2,337,500 Shares have been allotted as fully paid
up Bonus Shares by capitalisation of Greneral Reserve and 100,000 Equity Shares
have been allotted as fully paid up pursuant to a contract without payment
being received in cash.
b. 12.5% Redeemable Cumulative Preference Shares are redeemable at par in two
annual instalments commencing from 29th September, 2002.

2. RESERVES AND SURPLUS

As at 31st Additions Withdrawals As at 31st

March, 1999 during the during the March, 2000
year year
Rs. Rs. Rs. Rs.

Capital Reserve 2,581,326 — — 2,581,326

Capital Redemption Reserve 5,000,000 — — 5,000,000
Share Premium Account 368,874,194 — — 368,874,194
Debenture Redemption Reserve 162,940,250 41,250,000 5,640,250 198,550,000
General Reserve 400,855,640 6,129,868 — 406,985,508
Profit and Loss Account 199,175,702 57,250,034 — 256,425,736
1,139,427,112 104,629,902 5,640,250 1,238,416,764
 GRAPHITE INDIA LIMITED
31, CHOWRINGHEE ROAD, CALCUTTA- 700 016
NOTICE
NOTICE is hereby given that the 37th Annual
General Meeting of the Company will be held at
Kala Kunj Auditorium of Sangit Kala Mandir
Trust, 48, Shakespeare Sarani, Calcutta- 700
017 on Monday, the 28th August, 2000 at 10.30
A.M. to transact the following business :-
1. To consider and adopt the Profit & Loss
Account of the Company for the year ended
31st March, 2000 and the Balance Sheet as
at that date together with the Reports of the
Directors and the Auditors thereon.
2. To appoint a Director in place of Shri Sanjiv
Goenka who retires by rotation and being
eligible offers himself for re-appointment.
3. To appoint a Director in place of Maj. Gen.
A. L. Suri (Retd.) who retires by rotation and
being eligible offers himself for
re- appointment.
4. To appoint Auditors and to fix their
remuneration and in connection therewith to
pass, with or without modification, the
following resolution which will be proposed
as a Special Resolution :—
"That the retiring Auditors Messrs. Price
Waterhouse, Chartered Accountants, be and they
are hereby re-appointed as Auditors of the
Company, to hold office from the conclusion of
this Meeting until the conclusion of the next
Annual General Meeting of the Company on such
remuneration as may be determined by the
Board of Directors of the Company".
SPECIAL BUSINESS
To consider and if thought fit, to pass with or
without modification the following Resolutions:-
5. (As an Ordinary Resolution)
"That the consent of the Company be and is
hereby accorded in terms of Section 293(l)(a)
and other applicable provisions, if any, of the
Companies Act, 1956 for mortgaging and/or
charging by the Board of Directors of the
Company, all the immovable properties of
the Company wheresoever situate and whole
of the movable assets of the Company both
present and future and/or conferring power
to enter into and take possession of the said
assets of the Company in certain events to or
in favour of ICICI Ltd. (ICICI) to secure
Corporate Loan of Rs. 1000 lakhs sanctioned
by ICICI to the Company together with
interest, liquidated damages, premium on
prepayment or on redemption, costs, charges,
expenses and all other monies payable by the
Company to ICICI in terms of the Loan
Agreement/Deed of Hypothecation/Letter of
Sanction/Memorandum of Terms and
Conditions, entered into/to be entered into by
the Company in respect of the said Loan and
that the Board of Directors of the Company
be and is hereby also authorised to agree with
ICICI in terms of the Loan Agreement/Deed
of Hypothecation/Letter of Sanction/
Memorandum of Terms amd Conditions to
reserve a right to take over the management
of business and concern of the Company in
certain events.
That the Board of Directors of the Company
be and is hereby further authorised to finalise
with ICICI the documents for creating
aforesaid mortgage and/or charge and for
reserving the aforesaid right and to do all
such acts and things as may be necessary for
giving effect to the above resolution."
6. (As a Special Resolution)
"That pursuant to the provisions of
Section 309 of the Companies Act, 1956
("the Act") the Company hereby authorises,
subject to necessary approvals, payment of
GRAPHITE INDIA LIMITED
remuneration by way of commission at the
discretion of the Board of Directors of the
Company ("the Board") to one or more or all
the Directors who are neither in the
Wholetime employment nor Managing
Directors of the Company for each of the five
financial years of the Company commencing
from 1st April, 2001.
That the amount to be distributed as
commission shall not exceed in the aggregate
Registered Office :
31, Chowringhee Road
Calcutta - 700 016
Dated, the 18th May, 2000.
NOTES : -
1. A member entitled to attend and vote at the
meeting is entitled to appoint a proxy to
attend and vote in his stead. A proxy need
not be a member of the Company.
2. An Explanatory Statement pursuant to
Section 173 (2) of the Companies Act, 1956
relating to Special Business is annexed.
3. The Register of Members and the Share
Transfer Books of the Company will remain
closed from 18th August, 2000 to 28th August,
2000 (both days inclusive).
4. Members are requested to notify immediately
change in their address, Pin Code Number.
5. Shareholders who have not encashed/received
their dividend warrants for the financial years
1995-96, 1996-97, 1997-98 and 1998-99 may
approach the Share Department at the
Registered Office of the Company for
revalidation of the dividend warrants or for
obtaining duplicate dividend warrants.
6. (i) In terms of the provisions of Section 205A
of the Companies Act, 1956, the unclaimed
Equity Dividend for the financial year(s)
upto 1994-95 have been transferred to the
General Revenue Account of the Central
Government. Those shareholders who
such per cent of the net profits of the
Company in any financial year for all such
Directors as prescribed in Section 309 (4) of
the Act computed in the manner specifed in
Section 198(1) of the Act; and
That the Board be and is hereby authorised
to decide at its discretion on the amount to
be paid to any particular Director."
By order of the Board
J. R. Bhandawat
Dy. Secretary
have so far not claimed or collected their
dividend for the said financial year(s), may
claim the above dividend from the
Registrar of Companies, West Bengal,
Calcutta by submitting an application in
the prescribed form.
(ii) Members are hereby informed that
Dividends which remain unclaimed/
unencashed over a period of 7 years have
to be transferred by the Company to
Investor Education & Protection Fund
(IEPF) constituted by the Central
Government under Section 205A and 205C
of the Companies Act, 1956. Further under
the amended provisions of Section 205B
of the Companies Act, 1956, no claim shall
lie for the unclaimed dividend from IEPF
by the Shareholders.
7. Section 109A of the Companies Act, 1956 has
extended nomination facility to individuals
holding shares in Companies. Shareholders,
in particular, those holding shares in single
name in Physical Form are requested to avail
of the above facility by furnishing to the
Company the particulars of their nominations.
Shareholders may please write to the
Company for the prescribed Nomination Form.
EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE
COMPANIES ACT, 1956
Item 5
Section 293(l)(a) of the Companies Act, 1956
('the Act') provides (inter alia) that the Board of
Directors of a public company shall not, except
with the consent of the company in general
meeting sell, lease or otherwise dispose of the
whole, or substantially the whole of the
undertaking of the company, or where the
company own more than one undertaking, of
the whole, or substantially the whole, of any
such undertaking.
For the purpose of its business the Company
has availed and/or obtained loan from ICICI
which has to be secured by mortgage and/or
charge on the movable or immovable properties
of the Company including the whole or
substantially the whole of the undertaking (s) of
the Company.
Since the mortgaging and/or charging by the
Company of its movable or immovable properties
and the whole or substantially the whole of its
undertaking(s) in favour of ICICI with power to
take over the management of the business and
concern of the Company in certain events may
be considered to be the disposal of the Company's
undertaking(s) within the meaning of Section
293(l)(a) of the Act, it is necessary for the
members to pass a resolution under the said
Section.
The Board of Directors of the Company ('the
Board') therefore recommends the resolution set
out in item 5 of the convening Notice which seeks
to confer upon the Board the power to create
mortgage and /or charge on the movable and
immovable properties of the Company including
the whole or substantially the whole of its
undertaking(s) as and when necessary for the
purpose of its business.
No Director of the Company is concerned or
interested in the resolution.
Item 6
Section 309 of the Companies Act, 1956 ("the
Act") enables the Company to authorise payment
of remuneration by way of commission on net
profits of the Company who are neither in the
Wholetime employment nor Managing Directors
of the Company. Since such Directors devote their
time and attention to the business of the
Company and the Company benefits from their
expertise and mature advice, it is desirable that
they be paid some remuneration by way of
commission.
In terms of Section 309 (4) of the Act,
remuneration by way of commission payable to
such Directors of a Company shall not exceed —
i) one per cent of the net profits of the Company,
if the company has a Managing or Wholetime
Director or Manager, or
ii) three per cent of the net profits of the
Company, in any other case.
Such payment of commission however requires
approval of the members of the Company by
Special Resolution. The resolution set out in item
6 of the convening Notice has to be considered
accordingly.
It is proposed that the Board be authorised to
pay commission not exceeding in the aggregate
such per cent of the net profits of the Company
as prescribed in Section 309 (4) of the Act in
such proportion and to such one or more
Directors who are neither in the Wholetime
employment nor Managing Directors of the
Company as the Board in its discretion may
decide.
All Directors may be deemed to be concerned or
interested in the resolution save and except Shri
A. K. Jain, wholetime Director of the Company.
 As at 31st As at 31st
March,2000 March,1999
Rs. Rs.
3. SECURED LOANS

14% Secured Redeemable Non-Convertible Debentures

of Rs.nil each. (Face Value of Rs, 100/- each) — 4,780,500

15% Secured Redeemable Non-Convertible Debentures

of Rs. 100/- each. (Face Value of Rs. 100/- each) 150,000,000 150,000,000

18% Privately Placed Secured Redeemable Non-Convertible

Debentures of Rs. 20/- each. (Face Value of Rs. 100/- each) 6,500,000 13,000,000

17% Secured Redeemable Non-Convertible Debentures

of Rs. 100/- each. (Face Value of Rs. 100/- each) 315,552,300 315,552,300

Rupee Term Loan from Financial Institutions 336,500,100 109,900,100

Rupee Term Loan from Financial Institutions under

Asset Credit Scheme/Production Equipment
Finance Programme 95,744,324 210,149,911

Foreign Currency Term Loan from Financial Institutions 237,517,156 297,862,809

External Commercial Borrowings from —

American Express Bank Limited 89,292,000 114,804,000
The Sakura Bank, Limited 98,122,500 127,305,000

Working Capital Term Loan from

Export-Import Bank of India 50,000,000 50,000,000

Loan/Overdraft from Banks 133,908,381 380,909,142

Hire Purchase Liability 1,201,802 1,769,264

(Repayable within one year Rs. 701,915/-
Previous year Rs. 701,915/0

Loan from a Company 2,400,000 2,400,000

1,516,738,563 1,778,433,026

Notes :
1. Nature of Security
(a) 14%, 15% and 18% Redeemable Non-Convertible Debentures are secured/to be secured by way of first mortgages/
charges over all immovable properties, both present and future and also by way of hypothecation of the Company's
movable assets (except book debts and certain specific assets), both present and future, in favour of trustees for
respective debentureholders ranking part passu with the mortgages/charges created and/or to be created in favour
of the existing first chargeholders, subject to prior charges created/to be created in favour of Export-Import Bank
of India and Company's bankers on specific movable assets for working capital requirements.
GRAPHITE INDIA LIMITED
3. SECURED LOANS (Contd.)

(b) 17% Redeemable Non-Convertible Debentures are secured by way of second/subservient mortgages/charges over
the present and future immovable properties at Durgapur and Bangalore plants and Hydel Power plant at
Chunchanakatte in the district of Mysore subject to mortgages/charges already created/to be created in favour of
financial institutions/banks.

(c) Rupee Term Loan from financial institutions and External Commercial Borrowing from American Express Bank
Limited are secured/to be secured by way of first mortgages/charges over all immovable properties, both present
and future, and also by way of hypothecation of the Company's movable assets (except book debts and certain
specific assets), both present and future, ranking part passu with the mortgages/charges created and/or to be
created in favour of the existing first chargeholders subject to prior charges created/to be created in favour of
Export-Import Bank of India and Company's bankers on specific movable assets for working capital requirements.

(d) Rupee Term Loan from financial institutions under Asset Credit Scheme/Production Equipment Finance Programme
are secured by an exclusive charge by way of hypothecation of specific assets.

(e) Foreign Currency Loan from Financial Institutons and External Commercial borrowing from The Sakura Bank,
Limited are secured by way of first mortgages/charges over immovable properties, both present and future, and also
by way of hypothecation of movable assets (except book debts and certain specific assets), both present and future,
situated at Bangalore plant and at Hydel Power plant at Chunchanakatte in the district of Mysore ranking
part passu with mortgages/charges created and /or to be created in favour of the existing first chargeholders subject
to prior charges created/to be created in favour of Export-Import Bank of India and Company's bankers on specific
movable assets for working capital requirements.

(f) Working Capital Term Loan from Export-Import Bank of India is secured by way of hypothecation of certain
movable assets of the Company, both present and future, ranking pari passu with the charges created and/to be
created in favour of Company's bankers for working capital requirements and also secured by way of second charge
on other movable assets of Company subject to prior charges created /to be created in favour of Financial Institutions/
Banks and further to be secured by way of second charges/mortgages on all fixed assets of the Company, both
present and future, ranking pari passu with other working capital lenders.

(g) Loan/Overdraft from Banks are secured by hypothecation of stocks and book debts..

(h) Hire Purchase liability is secured by an exclusive charge by way of hypothecation of specific assets.

(i) Loan from a company is secured by pledge of equity shares of a company.

2. Terms of Redemption

(a) 14% Secured Redeemable Non-Convertible Debentures were fully redeemed during the year.

(b) 15% Secured Redeemable Non-Convertible Debentures are redeemable in two equal annual instalments commencing
from 19th September, 2002.

(c) 18% Secured Redeemable Non-Convertible Debentures are redeemable on 17th March, 2001 at a premium of 5%
of the face value of Debentures.

(d) 17% Secured Redeemable Non-Convertible Debentures are redeemable in three annual instalments commencing
from 30th September, 2000.

10
 As at 31st As at 31st
March,2000 March, 1999
Rs. Rs.
4. UNSECURED LOANS
Fixed Deposits 21,194,000 11,615,000
(Maturing within one year Rs. 1,938,0007-
Previous year Rs. 6,140,000/-)
Term Loan from ICICI Limted — 4,300,000
Working Capital Term Loan from Export-Import
Bank of India 50,000,000 —
(Repayable within one year Rs. 50,000,000/-)
Hire Purchase Liability 887,633 1,716,772
(Repayable within one year Rs. 887,6337-
Previous year Rs. 829,9007-)
72,081,633 17,631,772

5. FIXED ASSETS

GROSS BLOCK-AT COST DEPRECIATION NET BLOCK

DESCRIPTION
As at 31st Additions Sales/Adjust- As at 31st UptoSlst Upto31st As at 31st As at 31st
March, during ments during March, March, For the On Sales/ March, March, March,
1999 the year the year 2000 1999 Year Adjustments 2000 2000 1999

Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
Freehold Land 12,045,055 - - 12,045,055 - - - - 12,045,055 12,045,055
Leasehold Land 2,859,752 - - 2,859,752 620,428 40,438 - 660,866 2,198,886 2,239,324
Buildings 402,355,883 21,010,572 244,819 423,121,636 (a) 60,854,927 12,870,230 67,199 73,657,958 349,463,678 341,500,956
Plant and Machinery 1,806,849,876 28,032,366 515,773 1,834,366,469 344,213,690 83,268,268 477,488 427,004,470 1,407,361,999 1,462,636,186
Electrical Installation
and Fittings 134,483,535 5,181,303 6,957 139,657,881 (b) 26,919,472 6,086,162 6,609 32,999,025 106,658,856 107,564,063
Office Equipment 18,392,879 1,044,309 231,370 19,205,818 7,657,183 2,000,055 83,469 9,573,769 9,632,049 10,735,696
Furniture and Fittings 28,899,771 3,367,118 692,117 31,574,772 9,515,023 1,709,614 549,310 10,675,327 20,899,445 19,384,748
Vehicles 14,450,344 2,515,950 2,124,757 14,841,537 4,760,527 1,351,653 1,388,173 4,724,007 10,117,530 9,689,817
2,420,337,095 61,151,618 (c) 3,815,793 2,477,672,920 (d) 454,541,250 107,326,420 2,572,248 559,295,422 1,918,377,498 1,965,795,845
Previous Year 1,529,655,155 913,754,406 23,072,466 2,420,337,095 381,446,460 95,352,592 22,257,802 454,541,250
Add: Capital Advances/
Work-in-Progress - at cost 6,121,092 18,006,994
Machinery Spares (e) 3,648,686 -
1,928,147,276 1,983,802,839
Notes:
(a) Deed of Conveyance etc. and Shares in Co-operative Housing Society representing ownership right in respect of a residential flat acquired in 1998-99 are to be registered in the name of the
Company,
(h) Include Rs.628.19 Lakhs being expenditure in respect of Outdoor Transmission Line not owned by the Company. (Previous year Rs.628.19 Lakhs)
(c) Include Rs.111.65 Lakhs (Previous year Rs.355.13 Lakhs) being adjustments in rupee equivalent of long term loans arising from change in exchange rates.
(d) Gross Biock includes Rs. 51.93 Lakhs (Previous year Rs. 44.95 Lakhs) assets purchased under Hire Purchase scheme.
(e) Transferred from Stores and Spare parts and amortised during the year Rs. 9.12 Lakhs is included in Stores and Spare parts consumed in Schedule 16.

11
GRAPHITE INDIA LIMITED
Face As at 31st As at 31st
Value March,2000 March, 1999
Number Rs. Rs. Rs.
6. LONG TERM INVESTMENTS —
AT COST OR UNDER
TRADE
QUOTED
FULLY PAID EQUITY SHARES IN-
Carbon Everflow Limited 312,219 10 7,017,649 32,932,233
(1,152,784 shares sold during the year)
OTHER THAN TRADE
QUOTED
FULLY PAID EQUITY SHARES IN-
Industrial Development Bank of India 6,700 10 857,935 857,935
UNQUOTED
FULLY PAID EQUITY SHARES IN
SUBSIDIARY COMPANIES
Graphite Holdings Limited 4,000,000 10 40,000,000 40,000,000
Graphite Investments Limited 4,000,000 10 40,000,000 40,000,000
Ragini Finance Limited 240,000 10 2,400,000 2,400,000
FULLY PAID UP ZERO COUPON DEBENTURES
IN SUBSIDIARY COMPANIES
Graphite Holdings Limited 1,274,500 100 127,450,000 127,450,000
Graphite Investments Limited 1,242,850 100 124,285,000 124,285,000
OTHERS
QUOTED
Units of Morgan Stanley Growth Fund 100,000 10 604,080 2,778,498
(361,800 Units sold during the year)
UNQUOTED
Units 1964 Scheme of Unit Trust of India 203,280 10 2,658,040 2,658,040
345.272,704 373,361,706
AGGREGATE AMOUNT OF INVESTMENT :
Quoted 8,479,664 36,568,666
Unquoted 336,793,040 336,793,040
345,272,704 373.361,706
AGGREGATE MARKET VALUE OF QUOTED INVESTMENTS 8,762,837 60,803,932
REPURCHASE PRICE OF UNITS 1964 SCHEME IN
UNIT TRUST OF INDIA 2,978,052 3,008,544

7. INVENTORIES—AT LOWER OF COST AND

NET REALISABLE VALUE
Stores and Spare Parts 38,390,468 54,189,303
Loose Tools 3,704,029 3,984,669
Raw Materials 102,962,309 106,667,262
Work-in-process 305,085,468 359,324,190
Finished Goods 137,745,527 278,480,766
587,887,801 802,646,190

12
 As at 31st As at 31st
March,2000 March, 1999
Rs. Rs.
8. SUNDRY DEBTORS
Unsecured
Debts outstanding for a period
exceeding six months -
Considered Good 35,287,321 28,637,847
Considered Doubtful 3,643,841 3,558,307
Other Debts
Considered Good 348,229,423 301,603,072
387,160,585 333,799,226

9. CASH AND BANK BALANCES

Cash in hand 965,348 1,047,438
With Scheduled Banks -
On Current Accounts 13,844,757 5,824,539
On Unpaid Dividend Accounts 744,603 276,623
On Fixed Deposit Account 15,000,000
30,554,708 7,148,600

10. OTHER CURRENT ASSETS

Unsecured - Considered Good
Security and Other Deposits
Deposit with Karnataka Power
Transmission Corporation Limited 8,800,050 37,024,390
Others (Including Rs.50,000/-in Post Office 1,263,422 3,248,413
Savings Bank Account - lodged with Excise Authority)
Dividend Receivable 936,657
11,000,129 40,272,803

11. LOANS AND ADVANCES

Unsecured - Considered Good
Advances recoverable in cash or in kind
or for value to be received * 63,545,411 48,912,052
Accrued Export Entitlement 78,197,916 70,194.495
141,743,327 119,106,547
* Includes -
Debts due by an officer of the Company 3,500 21,500
Maximum amount due by him at any time during the year 21,500 35,000

13
GRAPHITE INDIA LIMITED
As at 31st As at 31st
March.2000 March.,1999
Rs. Rs.
12. LIABILITIES
Acceptances * 95,233,846 142,706,585
Sundry Creditors -
Small Scale Units 3,204,682 1,519,339
Others 276,604,678 391,281,198
Interim Dividend and Tax thereon 20,091,432 —
Unclaimed and Unpaid Dividend 744,603 276,618
Interest accrued but not due on loans 37,232,701 34,395,644
433,111,942 570,179,384
* Secured by way of hypothecation of stocks
and book debts in favour of Company's Bankers ,85,043,622 116,796,404

13. PROVISIONS
Taxation (Net of payments) 5,636,264 9,579,466
Proposed Dividend on Equity Shares — 30,167,315
Dividend Tax — 3,318,405
5,636,264 , 43,065,186

1999 - 2000 1998 - 1999

Rs. Rs.
14. OTHER INCOME
Dividend on Long term Investments from -
Trade Investments 5,332,368 4,395,711
Other than Trade Investments * 500,178 436,710
Interest on loans, deposits and others * 2,699,558 3,995,534
Sales Tax Incentive 12,480,077 9,940,877
Rent Receipt 1,662,720 —
Liabilities no longer required
written back 15,227,099 3,358,080
Profit on sale of Long term Investments 9,385,307 267,078
Profit on sale of Fixed Assets (Net) 15,340,828 —
Miscellaneous Receipts 2,562,279 1,651,760
65,190,414 24,045,750
* Includes tax deducted at source 158,778 479,551

15. PAYMENTS TO AND PROVISIONS FOR EMPLOYEES

Salaries, Wages and Bonus 156,467,650 141,392,599
Contribution to Provident and Pension Funds 11,938,176 11,568,016
Contribution to Superannuation Fund 903,341 1,100,315
Contribution to Gratuity Fund 8,297,087 3,936,975
Staff Welfare Expenses 34,533,877 34,052,028
212,140,131 192,049,933

14
 1999 - 2000 1998 - 1999
Rs. Rs.
16. OTHER MANUFACTURING, SELLING AND
ADMINISTRATIVE EXPENSES
Stores and Spare parts consumed 168,581,754 176,013,530
Power, Electricity and Water Charges 254,926,009 271,734,850
Repairs and Maintenance -
Plant and Machinery 12,436,589 12,372,132
Buildings 3,499,581 3,057,095
Others 4,607,889 6,114,573
Rent 1,436,046 1,202,994
Lease Rent 6,156,595 19,983,226
Rates and Taxes 6,829,285 4,470,481
Insurance 7,721,639 9,308,576
Commission to Selling Agents 25,310,504 40,650,488
Travelling and Conveyance 14,888,802 15,769,042
Directors' Remuneration (other than Executive Director) 94,000 468,000
Auditors' Remuneration -
Audit Fee 288,750 250,000
Tax Audit Fee 63,000 47,250
Other Matters 139,125 86,250
Out of Pocket expenses 40,111 24,182
Loss on sale/adjustment of Fixed Assets (Net) — 81,336
Freight and Transport 18,153,537 18,023,312
Contribution to Graphite Export Development Trust 4,596,849 4,323,033
Export Freight and Forwarding Expenses 86,180,066 83,907,102
Bank Charges 12,125,681 16,430,958
Sales Tax 3,966,928 6,021,782
Communication Expenses 5,972,629 10,108,216
Membership and Subscription 1,334,346 1,446,395
Printing and Stationery 2,150,743 2,304,261
Bad Debts/Advances Written off 102,604 6,302,249
Exchange Loss (Net) 746,713 9,857,722
Miscellaneous Expenses 36,564,111 33,848,583
678,913,886 754,207,618

17. (INCREASE)/DECREASE IN STOCKS

(WORK-IN-PROCESS AND FINISHED GOODS)
Work-in-Process
Closing stock 305,085,468 359,324,190
Deduct : Opening stock 359,324,190 310,208,470
54,238,722 (49,115,720)
Finished Goods
Closing stock 137,745,527 278,480,766
Deduct : Opening stock 278,480,766 190,693,491
140,735,239 (87,787,275)
194,973,961 (136,902,995)

15
GRAPHITE INDIA LIMITED
1999-2000 1998-1999
Rs. Rs.
18. INTEREST ON
Debentures 80,477,600 63,845,432
Fixed Loans 129,681,580 138,064,030
Others 51,847,153 53,677,278
262,006,333 255,586,740

1999- 2000 1998- 1999

M.T. Rs. M.T. Rs.
19. SALES/INCOME FROM OPERATIONS
Sales including excise duty
Graphite Electrodes, Anodes and
Miscellaneous Graphite Products 22,411 1,898,107,690 19,408 1,771,136,969
Carbon Paste 2,932 35,948,755 2,339 32,488,614
Grafoke - 65 and other residues 4,649 4,997,172 4,012 3,742,161
Calcined Petroleum Coke 15,402 106,965,190 16,641 129,640,377
Electricity (MU) 30 101,239,620 6 18,841,750
Others 4,210 23,230,252 3,164 20,208,173
2, 170,488,679 1,976,058,044
Subsidy from Graphite Export
Development Trust 8,048,524 3,816,717
Processing Charges 11,378,945 16,033,132
Export Entitlement 189,301,284 184,657,612
2,379,217,432 2,180,565,505

20. RAW MATERIALS CONSUMED

R.PCoke 32,494 121,237,185 29,773 135,539,340
C.P.Coke 15,644 381,660,372 15,005 423,234,408
Pitch 7,964 125,004,605 8,693 127,181,830
Extrusion Oil (Kilo Litres) 144 2,150,061 153 2,124,396
Furnace Oil (Kilo Litres) 8,829 77,237,471 6,563 42,542,310
Others 5,376,531 7,930,094
712,666,225 738,552,378

1999-2000 1998-1999
Rs. Rs.
21. C.I.F. VALUE OF IMPORTS -
Raw Materials 277,874,907 378,553,223
Components and Spare parts 395,396 2,780,596
Capital Goods 195,393 —
22. EXPENDITURE IN FOREIGN CURRENCY ON ACCOUNT OF -
Travelling 3,037,634 3,312,433
Commission 24,693,079 38,924,963
Membership and Subscription 177,894 41,296
Export Sales Expenses 2,326,577 4,201,602
Remuneration/Allowance to Foreign Technicians 426,000
Interest —
24,591,659 22,158,610
Others 46,757 129,577
23. EARNINGS IN FOREIGN CURRENCY -
Export of Goods on F.O.B. Basis 1,109,417,652 1,032,138,329

16
 1999 - 2000 1998 - 1999
Rs, % Rs. %
24. CONSUMPTION OF -
a) Raw Materials
Imported 398,710,652 56 460,289,606 62
Indigenous 313,955,573 44 278,262,772 38
712,666,225 100 738,552,378 100

b) Stores and Spares

Imported 1,785,882 1 5,808,164 3
Indigenous 166,795,872 99 170,205,366 97
168,581,754 100 176,013,530 100

25. AMOUNT REMITTED IN FOREIGN CURRENCY

1999-2000 1998-1999
For 1998-99 For 1997-98
On account of Dividend excluding
payments to mandatees in India Rs. 2,715,938 Rs. 2,715,938
Number of shares held by Non-Resident
Shareholders in respect of which
dividends were remitted 1,086,375 1,086,375
Number of Non-Resident Shareholders 2 3

26. PARTICULARS REGARDING CAPACITY,

PRODUCTION AND STOCKS -
1999-2000 1998-1999
M.T. M.T.
i) Capacity per annum as approved by
Central Government -
Graphite Electrodes, Anodes and
Miscellaneous Graphite Products 30,000 30,000
Carbon Paste 15,000 15,000
Nuclear Graphite 3,162 3,162
Grafoke-65 and other residues Not applicable Not applicable
C.P.Coke Not applicable Not applicable
Electricity (MU) Not applicable Not applicable

ii) Installed Capacity per annum -

( As certified by Company's Technical Expert)
Graphite Electrodes, Anodes and
Miscellaneous Graphite Products 21,900 21,900
Carbon Paste 19,800 15,000
Grafoke-65 and other residues No Separate No Separate
capacity capacity
C.P.Coke 25,000 25,000
Electricity (MU) 83 83

17
GRAPHITE INDIA LIMITED
26. PARTICULARS REGARDING CAPACITY, 1999-2000 1998-1999
PRODUCTION AND STOCKS (Contd.) M?t M.T.
iii) Actual production/Generation —
Graphite Electrodes, Anodes and
Miscellaneous Graphite Products 20,508 20,257
Carbon Paste 2,651 2,233
Grafoke-65 and other residues 4,687 3,823
C.P.Coke * 20,792 21,982
Others 4,210 3,164
Electricity (MU)** 78 61

* Includes 5390 M.T. for Captive consumption (Previous year 5341 M.T.)
** Includes 50 MU for Captive Consumption (Previous year 51 MU)

1999 - 2000 1998- 1999

M.T. Rs. M.T. Rs.
iv) Opening Stock —
Graphite Electrodes, Anodes and
Miscellaneous Graphite Products 4,454 262,248,989 3,605 176,162,897
Carbon Paste 1,060 11,802,683 1,166 14,095,162
Grafoke-65 and other residues 60 128,482 249 435,432
Electricity (MU) 4 4,300,612
278,480,766 190,693,491

v) Closing Stock —
Graphite Electrodes, Anodes and
Miscellaneous Graphite Products 2,551 126,689,129 4,454 262,248,989
Carbon Paste 779 8,671,867 1,060 11,802,683
Grafoke-65 and other residues 98 210,313 60 128,482
Electricity (MU) 2 2,174,218 4 4,300,612
137,745,527 278,480,766

27. MINIMUM REMUNERATION PAID/PAYABLE

TO THE EXECUTIVE DffiECTOR Rs.
Salary 420,000
Contribution to Provident and other Funds 141,760
Other benefits 192,931
754,691

In view of inadequacy of profit under Section 198 and 309 of the Companies Act, 1956 of India, no commission
is payable to the directors.

28. NOTES ON ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES

(a) Contingent Liabilities not provided for in respect of:
— Claims against the Company not acknowledged as debts (i) Electricity charges, the amount of which is not
ascertainable at this stage and (ii) Excise duty and sales tax aggregating Rs. 5,163,350/- (Previous year Rs. 5,163,350/-),
which are subjudice.
— Bills discounted Rs. 176,773,1037- (Previous year Rs. Nil)

18
28. NOTES ON ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES (Contd.)
(b) The Company has not provided for diminution in the value of long term strategic investments made in its subsidiary
companies since in the opinion of the management such diminution in value is temporary in nature considering the
inherent value, nature of these investments and the investee's assets.
(c) Unlike earlier years excise duty on Finshed Goods has been accounted for on completion thereof which had hitherto
been accounted for on clearance thereof from the factory premises. This accounting treatment, however, has no
impact on the year-end results of the Company.
(d) No provision for income tax is considered necessary for the year ended 31st March, 2000 in the absence of taxable
profit.
(e) Research and Development Expendture of revenue nature is Rs. 6,477,981/- (Previous year Rs. 6,879,579/-)
(f) Previous year's figures have been re-arranged and re-grouped wherever necessary.
(g) SIGNIFICANT ACCOUNTING POLICIES:
FIXED ASSETS are stated at cost of acquisition and subsequent improvements thereto. The cost of fixed assets,
acquisition of which is financed by foreign currency loans, are adjusted so as to show the liabilities for these loans,
to the extent they are not covered by forward contracts, at the rates of exchange prevailing at the end of the account-
ing period or otherwise.
DEPRECIATION on fixed assets including those utilised in RESEARCH AND DEVELOPMENT activities, is pro-
vided on straight line basis which are in conformity with the requirements of the Companies Act, 1956. Leasehold
land and other assets whose actual cost exceeds Rs. 5,000/- leased out to third parties are amortised over the lives of
the respective leases.
FIXED ASSETS on lease whose actual cost does not exceed Rs.5,000/- each have been fully depreciated and the
resultant excess charge on following this method has been carried forward through lease terminal account for being
amortised over the period of lease.
MACHINERY SPARES which are irregular in use and associated with particular asset are treated as Fixed Asset
and the cost is amortised over its utility period.
INVESTMENTS are stated at cost and diminution in value thereof is taken care of by making adequate provision.
EARNINGS FROM INVESTMENTS, where appropriate, are accrued or taken into revenue in full on declaration or
receipts and the tax deducted at source thereon is treated as advance tax.
INVENTORIES are valued at lower of cost and net realisable value with cost being determined under weighted
average formula.
FOREIGN CURRENCY BALANCES at the year-end are translated at the appropriate forward contract or year-end
rates and the resultant translation differences are dealt with in Profit and Loss Account except those relating to
acquisition of Fixed Assets which are capitalised or otherwise.
TRANSACTIONS IN FOREIGN CURRENCIES to the extent not covered by forward contracts, are accounted for at
exchange rates prevailing at the time when proceeds are realised/payments are made.
REVENUE is recognised on completion of sale of goods and rendering of services.
REVENUE EXPENDITURE on RESEARCH AND DEVELOPMENT(R&D) is recognised in the year in which it is
incurred. Capital expenditure on R&D is capitalised.
RETIREMENT BENEFITS are provided for in the books of account and payments are made to the Trustees of the
Company's respective Funds or to the related authorities of the Government on the basis of actuarial valuation
where appropriate.Provisions are also made for leave encashment based on actuarial valuation.
Payments under Voluntary Retirement Scheme are expensed over the periods during which the benefits are esti-
mated to accrue.
CONTINGENCIES which can be reasonably ascertained are provided for, if in the opinion of the Company, there is
probability that the future outcome may be materially detrimental to the Company.
MATERIAL EVENTS occurring after the Balance Sheet date are taken into congnisance.
Schedules 1 to 28 form part of the accounts signed.
K. K. BANGUR
Chairman
J. R. BHANDAWAT K. C. PARAKH A. K. JAIN
PRICE WATERHOUSE Dy- Secretary Vice President-Finance Executive Director

19
GRAPHITE INDIA LIMITED
29. BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

1. REGISTRATION DETAILS
State Code 21
Registration No. 25560
Balance Sheet Date 31st March, 2000

2. CAPITAL RAISED DURING THE YEAR (AMOUNT IN RUPEES)

Public Issue Nil
Rights Issue Nil
Bonus Issue Nil
Private Placement 50,000,000

3. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (AMOUNT IN RUPEES)

Total Liabilities * 3,436,654,426
Total Assets 3,436,654,426
Sources of Funds
Paid-up Capital 170,669,260
Reserves and Surplus 1,238,416,764
Secured Loans 1,516,738,563
Unsecured Loans 72.081,633
Application of Funds
Net Fixed Assets 1,928,147,276
Investments 345,272,704
Net Current Assets 719,598,344
Miscellaneous Expenditure 4,887,896
Accumulated Losses Nil
* Includes Owners' Funds — Rs. 1,409,086,024

4. PERFORMANCE OF COMPANY (AMOUNT IN RUPEES)

Turnover (including Other Income) 2,444,407,846
Total Expenditure 2,321,810,495
Profit before Tax 122,597,351
Profit after Tax 122,597,351
Earning per Share in Rs. 10.16
Dividend Rate % 15

5. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/SERVICES OF COMPANY

(AS PER MONETARY TERMS)
Item Code No.dTC Code) 854519.01
Product Description Graphite Electrodes
Item Code No.(ITC Code) 380130.00
Product Description Carbonaceous Paste for Electrodes
and similar Pastes for Furnace Linings
Item Code No.dTC Code) 271312.00
Product Description Calcined Petroleum Coke

K. K. BANGUR
Chairman
J. R. BHANDAWAT K. C. PARAKH A. K. JAIN
Dy. Secretary Vice President-Finance Executive Director

20
 CASH FLOW STATEMENT PREPARED PURSUANT TO CLAUSE 32 OF LISTING
AGREEMENT FOR THE YEAR ENDED 31ST MARCH, 2000
(Rs.in thousand)
1998-1999
A. Cash Flow from Operating Activities
Profit before taxation and non-recurring item 133,001 178,088
Adjustments for:
Depreciation 95,353
Amortisation of Machinery Spares
Foreign Exchange (1,782) 1,835
Investment Income (4,833)
Profit on sale of long term investments (267)
Interest expense 255,587
Interest income (2,700) (3,995)
Profit on sale of Fixed Assets (16,841)
Loss on sale/adjustment of Fixed Assets 81
Bad Debts/Advances written off 6,302
Liability no longer required written back <15,227) (3,358)
Provisions 1,113 1,006
Operating Profit before working capital changes 525,799
Adjustments for:
Trade and other receivables 34,395
Inventories (177,347)
Trade payables (7,474)
Cash generated from operation 375,373
Direct taxes paid (11,501)
Cash flow before non-recurring item 363,872
Payment under Voluntary Retirement Scheme (2,617)
NET CASH FROM OPERATING ACTIVITIES 361,255
B. Cash flow from Investing Activities
Purchase of Fixed Assets (84,241) (138,153)
Sale of Fixed Assets 16,385 734
Sale of Investments 37,474 1,972
Interest received 3,705
Dividend received 4,435
NET CASH USED IN INVESTING ACTIVITIES (127,307)
C. Cash flow from Financing Activities
Proceeds from issuance of share capital
Proceeds from borrowings
Long term 203,655
Short term 64,661
Repayment of borrowings
Long term (328,512) (269,212)
Short term (247,211) (284)
Interest paid (267,871)
Dividend paid (including tax thereon Rs.3,667/-, previous year - Rs. 3,017/0 (33,257)
NET CASH USED IN FINANCING ACTIVITIES (302,308)
NET CHANGES IN CASH AND CASH EQUIVALENTS (A+B-t-C) (68,360)
CASH AND CASH EQUIVALENTS - OPENING BALANCE 75,509
CASH AND CASH EQUIVALENTS - CLOSING BALANCE 7,149

Notes : 1) The above cash flow statement has been prepared under the Indirect Method' as set out in the Accounting Standard - 3 on Cash Flow Statements
issued by the Institute of Chartered Accountants of India.
2) The figures of the previous year are regrouped/rearranged wherever necessary. K ^ BANGUR
Chairman
Place: Calcutta J. R- BHANDAWAT K. C. PARAKH A. K. JAIN
Date : 10th May, Dy. Secretary Vice President-Finance Executive Director
2000
AUDITORS' CERTIFICATE
The ahove Cash Flow Statement has been compiled from and is based on the audited accounts of Graphite India Limited for the year ended 31st March, 2000
reported upon by us on 10th May, 2000. According to the information and explanations given together with Notes thereon, the aforesaid Cash Flow Statement
has been prepared pursuant to Clause 32 of Listing Agreements with Stock Exchanges and the reallocations required for the purpose are as made by the
Company.
P. K. NANDY
Partner
For and on behalf of
Place : Calcutta PRICE WATERHOUSE
Date : 10th May, 2000 Chartered Accountants

21
GRAPHITE INDIA LIMITED
AUDITORS' REPORT
To the members of Graphite India Limited
1. We report that we have audited the Balance Sheet of
Graphite India Limited as at 31st March, 2000 signed by
us under reference to this report and the relative Profit
and Loss Account for the year ended on that date, which
are in agreement with the books of account.
2. In our opinion and to the best of our information and
according to the explanations given to us, the Balance
Sheet and the Profit and Loss Account, together with the
notes thereon and attached thereto and the Statement
on Significant Accounting Policies, give in the prescribed
manner, the information required by the Companies Act,
1956 of India (the 'Act') and also give respectively, subject
to note (b) on Schedule 28 regarding diminution in the
value of its investments, if any, wth corresponding effects
on the profit for the year and the year-end Net Assets,
the extent of which is not ascertainable at this stage, a
true and fair view of the state of the Company's affairs
as at 31st March, 2000 and its profit for the year ended
on that date.
3. We have obtained all the information and explanations
which to the best of our knowledge and belief were
necessary for our audit. In our opinion, proper books of
account have been kept as required by law so far as
appears from our examination of those books.
4. In our opinion, these accounts have been prepared in
compliance with the applicable Accounting Standards
referred to in Section 211 (3C) of the Act.
5. As required by the Manufacturing and Other Companies
(Auditor's Report) Order, 1988 dated 7th September, 1988
issued by the Central Government of India and on the
basis of such checks as we considered appropriate and
according to the information and explanations given to
us, we further report that:
(i) The Company has maintained proper records to
show full particulars including quantitative details
and situation of its fixed assets. The fixed assets of
the Company have been physically verified during
the year by the management and no material
discrepancies between the book records and the
physical inventory have been noticed.
(ii) The fixed assets of the Company have not been
revalued during the year.
22
(iii) The stocks of finished goods, stores, spare parts and
raw materials of the Company at all its locations
have been physically verified by the management
during the year.
(iv) In our opinion, the procedures of physical
verification of stocks followed by the management
are reasonable and adequate in relation to the size
of the Company and nature of its business.
(v) The discrepancies between the physical stocks and
the book stocks which have been properly dealt with
in the books of account were not material.
(vi) In our opinion,the valuation of stocks of finished
goods, stores, spare parts and raw materials has
been fair and proper in accordance with the normally
accepted accounting principles and, except as
indicated in note (c) on Schedule 28, is on the same
basis as in the earlier years.
(vii) In our opinion, the rate of interest and the terms
and conditions of loan, secured or unsecured, taken
by the Company from a company listed in the
register maintained under Section 301 of the Act,
are not prima facie prejudicial to the interest of the
Company.
(viii) The Company has not granted any loans, secured
or unsecured, to companies, firms or other parties
listed in the register maintained under Section 301
of the Act.
(ix) The parties (including employees) to whom loans or
advances in the nature of loans have been given by
the Company are repaying principal amount as
stipulated and are regular in payment of interest
where applicable.
(x) In our opinion, there is an adequate internal control
procedure commensurate with the size of the
Company and the nature of its business, for
purchase of stores, raw materials including
components, plant and machinery, equipment and
other similar assets and for the sale of goods.
(xi) In our opinion, purchase of goods and materials and
sale of goods, materials and services made in
pursuance of contracts or arrangement entered in
the register maintained under Section 301 of the
Act and aggregating during the year Rs.50,000/- or
more in value in respect of each party have been
 made at prices which are reasonable having regard
to the prevailing market prices for such goods,
materials or services or the price at which the
transactions for similar goods or services have been
made with other parties.
(xii) The Company has a system of determining
unserviceable or damaged stores, raw materials and
finished goods on the basis of technical evaluation
and on such basis, in our opinion, adequate amounts
have been written off such stocks in the accounts.
(xiii) In the cases of public deposits accepted by the
Company, the directives issued by the Reserve Bank
of India and the provisions of Section 58A of the
Act and the rules framed thereunder where
applicable, have been complied with.
(xiv) In our opinion, reasonable records have been
maintained by the Company for the sale and
disposal of realisable scrap where applicable and
significant. The Company has no by-products.
(xv) In our opinion, the Company's present internal
audit system is commensurate with its size and
nature of business.
(xvi) The Central Government of India has not prescribed
the maintenance of cost records by the Company
under Section 209(l)(d) of the Act for any of its
products.
(xvii) The Company has regularly deposited during the
year Provident Fund and Employees' State
Insurance dues with the appropriate authorities in
India.
(xviii) At the last day of the financial year there was no
amount outstanding in respect of undisputed
income-tax, sales tax, customs duty, wealth-tax and
excise duty which were due for more than six
months from the date they became payable.
(xix) During the course of our examination of the books
of account carried out in accordance with the
generally accepted auditing practices in India, we
23
have not come across any personal expenses which
have been charged to the Profit and Loss Account,
nor have we been informed of such case by the
management other than those payable under
contractual obligations or in accordance with
accepted business practices.
(xx) The Company is not a sick industrial company
within the meaning of clause (o) of Section 3(1) of
the Sick Industrial Companies (Special Provisions)
Act, 1985 of India.
(xxi) In respect of services rendered -
(a) In our opinion, the Company has a
reasonable system of recording receipts,
issues and consumption of materials and
stores and allocating materials and stores
consumed to the relative jobs,
commensurate with its size and nature of
its business.
(b) In our opinion, the Company has a
reasonable system of allocating manhours
utilised to the relative jobs, commensurate
with its size and nature of its business.
(c) In our opinion, there is a reasonable system
of authorisation at proper levels with
necessary controls on the issue of stores and
allocation of stores and labour to various
jobs and the related system of internal
control of the Company is commensurate
with the size of the Company and the nature
of its business.
P. K. Nandy
Partner
For and on behalf of
Calcutta, PRICE WATERHOUSE
Dated : 10th May, 2000 Chartered Accountants
GRAPHITE INDIA LIMITED
STATEMENT PURSUANT TO SECTION 212 OF THE COME\NIES ACT, 1956

1. Name of Subsidiary Company : Graphite Holdings Graphite Investments Ragini Finance

Limited Limited Limited

2. The Financial year of

Subsidiary Company : 31st March, 2000 31st March, 2000 31st March, 2000

3. Holding Company's Interest: Entire issued share Entire issued share Entire issued
capital of 4,000,000 capital of 4,000,000 share capital of 240,000
equity shares of Rs.10 equity shares of Rs.10 equity shares of Rs.10
each fully paid up each fully paid up each fully paid up
4. (a) Net aggregate amount of Profit/
(Loss) of the Subsidiary Company
so far as it concerns the members
of the Company not dealt with
in the accounts of the Company
(i) for Subsidiary Company's
above financial year Rs. 67,45,816 Rs. (58,03,518) Rs. (6,13,359)
(ii) for previous financial
years of the Subsidiary
since it became subsidiary
of the Company Rs. 47,39,359 Rs. 68,05,514 Rs. (18,24,102)

(b) Net aggregate amount of Profit/

(Loss) of the Subsidiary Company
dealt with in the accounts of
the Company
(i) for Subsidiary Company's
above financial year
(ii) for previous financial
years of the Subsidiary since
it became subsidiary of
the Company Rs. 62,10,526 Rs. 66,83,342 Rs. 33,44,283

K. K. BANGUR
Chairman
J. R. BHANDAWAT K. C. PARAKH A. K. JAIN
Calcutta : 10th May, 2000 Dy. Secretary Vice President-Finance Executive Director

24
 TEN YEARS FINANCIAL STATISTICS IN RETROSPECT

(Rupees in millions)

1999-2000 1998-99 1997-98 1996-97 1995-96 1994-95 1993-94 1992-93 1991-92 1990-91

Sales
(excluding excise duty) 2040.62 1848.38 1880.14 1518.58 1325.36 981.76 872.10 757.59 694.54 591.57

Gross Profit 491.93 520.63 405.58 291.35 262.58 178.97 131.31 102.43 108.10 91.39

Interest 262.01 255.59 188.30 119.64 61.53 50.58 42.41 36.34 33.17 36.91

Depreciation 107.32 95.35 61.77 42.28 28.74 19.46 27.70 20.98 17.44 15.23

Taxation 15.00 14.00 16.85 — — 1.00 9.20 24.50 14.00

—

Net Profit 122.60 154.69 141.51 112.58 172.31 108.93 60.20 35.91 32.99 25,25

Dividend per Share Rs. 1.50 2.50 2.50 2.50 4.00 3.50 3.00 2.50 2.50 2.00

Earnings per Share Rs. 10.16 12.82 11.73 9.33 19.30 18.86 14.31 8.54 7.84 6.00

1999-2000 1998-99 1997-98 1996-97 1995-96 1994-95 1993-94 1992-93 1991-92 1990-91

Fixed Assets 1928.15 1983.80 1916.02 1582.22 1060.18 603.59 336.19 200.51 150.61 137.63

Investments 345.27 373.36 375.07 377.84 245.86 103.59 74.77 31.62 22.15 22.14

Current Assets 1158.35 1302.97 1234.88 875.59 712.99 821.30 725.55 454.78 361.82 352.41

Total Assets 3431.77 3660.13 3525.97 2835.65 2019.03 1528.48 1136.51 686.91 534.58 512.18

Loan Funds 1588.82 1796.06 1763.24 1377.70 784.89 672.59 602.21 254.33 175.47 182.17

Current Liabilities 438.75 613.24 638.88 427.39 399.29 273.92 266.53 209.91 161.84 155.21

Sub-Total 2027.57 2409.30 2402.12 1805.09 1184.18 946.51 868.74 464.24 337.31 337.38

Share Capital 170.67 120.67 120.67 120.67 89.26 57.75 42.08 42.08 42.08 42.08

Reserves & Surplus 1233.53 1130.16 1003.18 909.89 745.59 524.22 225.69 180.59 155.19 132.72

Total Liabilities 3431.77 3660.13 3525.97 2835.65 2019.03 1528.48 1136.51 686.91 534.58 512.18

25
GRAPHITE HOLDINGS LIMITED
DIRECTORS' REPORT
The Directors present their Annual Report together with The Company has not accepted public deposits.
the audited Accounts of the Company for the year
ended 31st March, 2000 which shows a profit of Shri K. K. Bangur retires by rotation and being eligible
Rs. 67,51,0167-. After providing Rs. 5,200/- for Income Tax offers himself for re-appointment.
and taking into account the credit balance of Rs. 47,33,532/-
brought forward from the previous year, the credit balance M/s. Lakhotia & Co., Chartered Accountants, Auditors of the
of Rs. 1,14,79,348/- is being carried forward. Company, also retire and are eligible for re-appointment.

The Company's business does not entail consumption of

energy, use of technology and foreign exchange earnings and On behalf of the Board
outgo. As such, no particulars are required to be disclosed
pursuant to the Companies (Disclosure of Particulars in the K.K. BANGUR
Report of Board of Directors) Rules, 1988. Dated : 10th May, 2000 Chairman

BALANCE SHEET AS AT 31ST MARCH, 2000

SCHEDULE As at 31st As at 31st
March, 2000 March, 1999
SOURCES OF FUNDS Rs. Rs.
SHAREHOLDERS' FUNDS
Capital 40,000,000 40,000,000
Reserves and Surplus 11,479,348 4,733,532
51,479,348 44,733,532
LOAN FUNDS
Unsecured Loans 127,450,000 127,450,000
TOTAL 178,929,348 172,183,532

APPLICATION OF FUNDS
INVESTMENTS 2,000,000
CURRENT ASSETS, LOANS AND ADVANCES
Inventories 143,596,956
Sundry Debtors 10,260,993 21,548,086
Cash and Bank Balances 12,356,445 1,760,387
Other Current Assets 2,738,262 1,282,603
Loans and Advances 317.580 2,000,000
25,673,280 170,188,032
Less :
CURRENT LIABILITIES AND PROVISIONS
Liabilities 10 4,200 4,500
4,200 4,500
NET CURRENT ASSETS 170,183,532
TOTAL 172,183,532
NOTES ON ACCOUNTS AND ACCOUNTING POLICIES 15
The Schedules referred to ahove form an integral part of the Balance Sheet.
This is the Balance Sheet
referred to in our report of even date.
For LAKHOTIA & CO. K. K. BANGUR
Chartered Accountants A. K. JAIN
S. R. MUNDRA
Calcutta NARESH LAKHOTIA S. CHAUDHARY
Dated : 10th May, 2000 Partner Directors

26
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2000

SCHEDULE For the year ended For the period ended

31st March, 2000 31st March, 1999
INCOME Rs. Rs.
Sales 43,540,272
Dividend on -
Trade Investments 5,795,217 6,241,469
Other than Trade Investment 911,243
Interest 11 1,468,653 104,090
Increase/(Decrease) in Inventory 26,120,343
8,175,113 76,006,174
EXPENDITURE
Loss on sale of Investments 1,359,629
Purchases / Subscription 70,671,519
Administrative and Other Expenses 12 64,468 500,356
Interest 27,226
1,424,097 71,199,101
PROFT BEFORE TAXATION 6,751,016 4,807,073
Income Tax written back 2,101
Provision for Income Tax (5,200)
PROFIT FOR THE YEAR 6,745,816 4,809,174
Balance brought forward from earlier year 4,733,532 (75,642)
Balance carried forward 11,479,348 4,733,532

NOTES ON ACCOUNTS AND ACCOUNTING POLICIES 15

The Schedules referred to above form an integral part of the Profit and Loss Account.
As per our report of even date annexed.
For LAKHOTIA & CO. K. K. BANGUR
Chartered Accountants A. K. JAIN
S. R. MUNDRA
Calcutta NARESH LAKHOTIA S. CHAUDHARY
Dated : 10th May, 2000 Partner Directors

SCHEDULES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED
31ST MARCH, 2000
As at 31st As at 31st
March, 2000 March, 1999
Rs. Rs.
1. CAPITAL
Authorised
4,000,000 Equity Shares of Rs. 10/- each 40,000,000 40,000,000

Issued, Subscribed and Paid-up

4,000,000 Equity Shares of Rs. 10/- each fully paid up in cash 40,000,000 40,000,000
40,000,000
2. RESERVES AND SURPLUS
Profit and Loss Account —
Credit Balance as per annexed Profit and Loss Account 11,479,348 4,733,532
4,733,532
3. UNSECURED LOANS
1,274,500 Zero Coupon Unsecured Debentures of Rs. 100/- each 127,450,000
127,450,000 127,450,000

27
GRAPHITE HOLDINGS LIMITED
As at 31st March, 2000 As at 31st March, 1999
Face
Value Number Amount Number Amount
4. LONG TERM INVESTMENTS— AT COST Rs. Rs. Rs.
Trade
Quoted
Fully paid up Equity Shares in
Guardian Leasing Limited 10 365,000 3,650,000 —
The Emerald Company Limited 10 100,150 11,718,250 —
The Bond Company Limited 10 43,837 7,336,000 — —
—
14,805,650 — —
Likhami Leasing Limited 10 921,400 —
Carbon Everflow Limited 10 898,703 27,699,855 —
GKW Limited 10 428,800 19,233,364 — —
Gujarat Composite Limited 10 82,666 — —
Unquoted — —
Fully paid up Equity Shares in -
H.L. Investment Company Limited 10 66,464 3,834,468 —
Fully paid up Unsecured Zero —
Coupon Optionally Convertible
Debentures in -
GKW Cement Limited 19.50 2,564,103 50,000,009 —
Other than Trade —
Unquoted
Units of -
Birla Mutual Fund Income Plus Growth Plan 10 133,155 2,000,000 133,155 2,000,000
Prudential ICICI Income Plan 10 1,084,821 10,982,672 —
Prudential ICICI Liquid Plan 10 180,613 2,000,000 —
— —
153,260,268 2,000,000
Aggregate amount of Investments —
Quoted 84,443,119 —
Unquoted 68,817,149 2,000,000
153,260,268 2,000,000
Aggregate market value of quoted Investments 37,914,702
—
5. INVENTORIES — AT COST
A. Fully Paid up Equity Shares of -
Guardian Leasing Limited 10 — 365,000 3,650,000
The Emerald Company Limited 10 — 100,150 11,718,250
The Bond Company Limited 10 — 43,837 7,336,000
Likhami Leasing Limited 10 _.
_ 921,400 14,784,770
Carbon Everflow Limited 10 1,033,036 33,041,225
GKW Limited 10 428,800 19,232,234
H. L. Investment Company Limited 10 —
— 66,464 3,834,468
Gujarat Composite Limited 10 _ 82,666
— —
Digvijay Finlease Limited 10 _ 124,000
—
93,596,947
B. Fully paid up Unsecured Zero Coupon
Optionally Convertible Debentures of -
GKW Limited 19.50 _ 2,564,103 50,000,009
— —
— _ 50,000,009
143,596,956

6. SUNDRY DEBTORS
Unsecured — Considered Good
Debts outstanding for a period exceeding six months 10,260,993
Other Debts —
21,548,086
—
10,260,993 21,548,086
7. CASH AND BANK BALANCES
Balance with Scheduled Bank
on Current Account 6,005,771 523,578
on Fixed Deposit Account (See Note C in Schedule-15) 6,350,674 1,236,809
12,356,445 1,760,387

28
 As at 31st As at 31st
March, 2000 March, 1999
Rs. Ra
JAA.
8. OTHER CURRENT ASSETS
Dividend Receivable 2,696,109 1,278,000
Interest Receivable 42,153 4,603
2,738,262 1,282,603
9. LOANS AND ADVANCES
Loan to a Company — 2,000,000
Income Tax Advance - (Net of Provisions) 312,580 —
Advance Recoverable in cash or in
kind or for value to be received 5,000 —
317,580 2,000,000
10. LIABILITIES
Sundry Creditors 4,200 4,500
4,200 4,500

For the year ended For the period ended

31st March, 2000 31st March, 1999
11. INTEREST ON Rs. Rs.
Term Deposits with Bank* 171,201 3,452
Inter Corporate Deposits* 295,976 4,603
Income Tax Refunds 27,606 96,035
Others* 973,870 —
1,468,653 104,090
* Tax deducted at Source 317,780 —

12. ADMINISTRATIVE AND OTHER EXPENSES

Filing Fees 860 600
Directors' Fees 3,000 4,500
Legal and Professional Charges 1,700 380,904
Professional Tax 2,500 1,800
Auditors' Remuneration -
Audit Fee 4,200 4,500
Tax Audit Fee 3,150 3,000
Other Matters 2,500
—
Sales Tax for earlier years 21,494 18,820
Miscellaneous Expenses 27,564 83,732
64,468 500,356

13. PARTICULARS REGARDING PURCHASES, For the year ended For the period ended
SALES AND STOCKS — 31st March, 2000 31st March, 1999
Equity Shares Number Rs. Number Rs.
Opening Stock 3,165,353 93,596,947 3,055,487 117,476,613
Purchases/Allotment — — 1,397,066 20,671,510
Sales 1,287,200 43,540,272
Transfer to Investments —
3,165,353 —
93,596,947 — —
Closing Stock 3,165,353 93,596,947
— —
Debentures
Opening Stock 2,564,103 50,000,009 — —
Purchases/Subscriptions 2,564,103 50,000,009
—
2,564,103 —
50,000,009 — —
Transfer to Investments
Closing Stock 2,564,103 50,000,009
— —

29
GRAPHITE HOLDINGS LIMITED
14. BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE
1. REGISTRATION DETAILS
State Code 8 Registration No. 2523
Balance Sheet Date 31st March, 2000
2. CAPITAL RAISED DURING THE YEAR (AMOUNT IN RUPEES THOUSANDS)
Public Issue Nil Rights Issue Nil
Bonus Issue Nil Private Placement Nil
3. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (AMOUNT IN RUPEES THOUSANDS)
TOTAL LIABILITIES 178,934* TOTAL ASSETS 178,934
Sources of Funds
Paid-up Capital 40,000 Reserves and Surplus 11,479
Secured Loans — Unsecured Loans 127,450
Application of Funds
Net Fixed Assets — Investments 153,260
Net Current Assets 25,669 Miscellaneous Expenditure —
Accumulated Losses —
* includes owners'fund— 51,485
4. PERFORMANCE OF COMPANY (AMOUNT IN RUPEES THOUSANDS)
Turnover 8,175 Total Expenditure 1,424
(Including other income)
Profit before Tax 6,751 Profit after Tax 6,746
Earning per Share in Rs. 1.69 Dividend Rate % —
5. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS / SERVICES OF COMPANY (AS PER MONETARY TERMS)
Item Code No. {ITC Code) Not Applicable
Product Description Not Applicable

15. NOTES ON ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES

(a) The entire share capital is held by Graphite India Limited, the holding company and its nominees.
(b) 12,74,500 Zero Coupon Unsecured Debentures of Rs. 100/- each shall at the option of the Company exercised at any time before
the expiry of five years from the date of their allotment be fully convertible into Equity Shares of the Company on such terms
as may be mutually agreed between the Company and the Debentureholders. The Debentures in respect of which no option for
conversion is exercised shall be redeemed at par at the expiry of such period.
(c) The amount of Rs. 22,52,647/- (Previous period Rs. 12,36,809/-) in the Fixed Deposit Account with Bank was in the joint names
of the Receivers appointed by the Hon'ble High Court at Calcutta as per the ad-interim Order of the said Court in the matter of
claim against the Company on sale of 2,48,000 Equity shares of Shree Digvijay Cement Co. Ltd. made during the previous period.
Interest accruing on the said deposit shall be considered upon the disposal of the claim.
(d) Pursuant to a scheme of arrangement, Debentures held by the Company in GKW Limited in previous year have been taken over
be GKW Cement Limited
(e) The Company has transferred stock of shares and debentures held by it as Inventories to Investment effective from 1st April,
1999 with a view to hold them for long term.
(fj No provision for diminution in the value of Investments has been made as the same is considered temporary in nature and
Investments are held for long term.
(g) Previous period figures have been regrouped and/or rearranged wherever necessary.
(h) Previous period figures are not comparable with the figures of current year as the same were for a period of eighteen months
whereas the current year's figures are for a period of twelve months.
(i) SIGNIFICANT ACCOUNTING POLICIES
These accounts have been prepared on historical cost convention and Income and Expenditure have been recognised on accrual
basis.
Investments are stated at cost. Provision for diminution in the value, other than temporary, shall be made.
Inventories are stated at cost. In arriving at the cost, related expenses have been included.
Dividend income is accounted for in the year in which the same is declared by the respective Company.
Interest Income is accounted for an accrual basis.

Signature to Schedules 1 to 15

For LAKHOTIA & CO. K. K. BANGUR

Chartered Accountants A. K. JAIN
S. R. MUNDRA
Calcutta NARESH LAKHOTIA S. CHAUDHARY
Dated : 10th May, 2000 Partner Directors

30
AUDITORS' REPORT

lb the Shareholders of GRAPHITE HOLDINGS LIMITED iii) The Company had granted unsecured loans to Companies
listed in the register maintained under Section 301 of
We have audited the attached Balance Sheet of Graphite Holdings
the Companies Act, 1956. The rate of interest and other
Limited as at 31st March, 2000 and its Profit and Loss Account for
terms and conditions of the said loans were prima facie
the year ended on that date and report that :
not prejudicial to the interest of the Company.
1) We have obtained all the information and explanations which
iv) The parties to whom loans were given by the Company
to the best of our knowledge and belief, were necessary for the
have repaid the principal amount as stipulated and were
purpose of our audit.
also regular in payment of the interest.
2} In our opinion, proper books of account as required by the
v) The Company has not accepted deposits from the public.
Companies Act, 1956 have been kept by the Company so far
as it appears from our examinations of those books. vi) The Company has an internal audit system
commensurate with its size and nature of its business.
3) The Balance Sheet and Profit and Loss Account dealt with by
this report are in agreement with the books of account. vii) There were no undisputed amounts payable in respect of
Income Tax, Wealth Tax, Sales Tax, Custom Duty and
4) In our opinion, the Balance Sheet and the Profit and Loss
Excise Duty outstanding as at 31st March, 2000 for a
Account dealt with by this report are in compliance with the
period of more than six months from the date they became
Accounting Standards referred to in sub-section (3C) of Section
payable.
211 of the Companies Act, 1956.
viii) No personal expenses have been charged to revenue
5) In our opinion and to the best of our information and according account.
to the explanations given to us the said accounts read together
with the notes forming part thereof, give the information ix) The Company is not a sick industrial company within
required by the Companies Act, 1956 in the manner so required the meaning of Clause (o) of sub-section (1) of Section 3
and give a true and fair view - of the Sick Industrial Companies (Special Provisions)
Act, 1985.
a) in the case of the Balance Sheet of the state of affairs of
the Company as at 31st March, 2000 and x) In respect of Company's dealing or trading in shares,
securities, debentures and other investments, proper
b) in the case of the Profit and Loss Account of the Profit of
records have been maintained of the transactions and
the Company for the year ended on that date. contracts and timely entries have been made therein. All
As required by the Manufacturing and other Companies (Auditor's the shares, securities, debentures and other investments
Report) Order, 1988 and on the basis of such checks of the books are held by the Company in its own name.
and records of the Company, as we considered appropriate and the
information and explanations given to us during the course of our
audit, we report below on the matters specified in Paragraph 4 of
the said order to the extent to which the said order is applicable
to the Company :
i) The stocks of shares and debentures were transferred to
investments effective from 1st April, 1999.
ii) The Company has taken unsecured loans from companies
listed in the register maintained under Section 301 of
the Companies Act, 1956 and/or from the Companies
under the same management as defined under sub-section For LAKHOTIA & CO
(IB) of Section 370 of the Companies Act, 1956 and the Chartered Accountants
rate of interest and other terms and conditions of such
loans are prima facie not prejudicial to the interest of the Calcutta NARESH LAKHOTIA
Company. Dated : 10th May, 2000 Partner

31
GRAPHITE INVESTMENTS LIMITED
DIRECTORS' REPORT
The Directors present their Report together with the audited Shri K K. Bangur retires by rotation and being eligible offers himself
Accounts of the Company for the period ended 31st March, 2000 for re-appointment.
which shows a loss of Rs. 35,19,090. After providing Rs. 22,84,428
for Income Tax and taking into account the credit balance of M/s. Lakhotia & Co., Chartered Accountants, Auditors of the
Rs. 68,05,514 brought forward from the previous year, there remains Company, also retire and are eligible for re-appointment.
a credit balance of Rs. 10,01,996 which is being carried forward.
The Company's business does not entail consumption of energy, use
of technology and foreign exchange earnings and outgo. As such, no
particulars are required to be disclosed pursuant to the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules, On behalf of the Board
1988.
K. K. BANGUR
The Company has not accepted public deposits. Dated : 10th May, 2000 Chairman

BALANCE SHEET AS AT 31ST MARCH, 2000

SCHEDULE As at 31st As at 31st
March, 2000 December, 1998
Rs. Rs.
SOURCES OF FUNDS
SHAREHOLDERS' FUNDS
Capital 40,000,000 40,000,000
Reserves and Surplus 1,001,996 6,805,514
41,001,996 46,805,514
LOAN FUNDS
Unsecured Loans 124,285,000 124,285,000
TOTAL 165,286,996 171,090,514

APPLICATION OF FUNDS
INVESTMENTS 135,248,309 12,000,000
CURRENT ASSETS, LOANS AND ADVANCES
Inventories 134,509,347
Sundry Debtors 10,260,993 21,548,086
Cash and Bank Balances 16,040,711 1,378,175
Other Current Assets 3,277,099 1,278,000
Loans and Advances 464,084 387,527
30,042,887 159,101,135
Less :
CURRENT LIABILITIES AND PROVISIONS
Liabilities 10 4,200 10,621
4,200 10,621
NET CURRENT ASSETS 30,038,687 159,090,514
TOTAL 165,286,996 171,090,514
NOTES ON ACCOUNTS AND ACCOUNTING POLICIES 16
The Schedules referred to above form an integral part of the Balance Sheet.
This is the Balance Sheet
referred to in our report of even date.
For LAKHOTIA & CO. K. K. BANGUR
Chartered Accountants S. K. MAJEJI
A. K. JAIN
Calcutta NARESH LAKHOTIA K. C. PARAKH
Dated : 10th May, 2000 Partner Directors

32
PROFIT AND LOSS ACCOUNT FOR THE PERIOD FROM 1ST JANUARY, 1999 TO 31ST MARCH, 2000
SCHEDULE For the period ended For the period ended
31st March, 2000 31st December, 1998
Rs. Rs.
INCOME
Sales 1:2,084,738 50,451,500
Dividend on-
Equity Shares 6,198,216 6,175,820
Units of Mutual Funds 911,243
Interest 11 2,389,183 37,302
Profit on sale of Investments 23,791
21,607,171 56,664,622
EXPENDITURE
Cost of Sales 12 24,863,597 49,463,055
Administrative and Other Expenses 13 20,664 405,930
Interest 242,000
25,126,261 49,868,985
PROFIT/(LOSS) BEFORE TAXATION (3,519,090) 6,795,637
Provision for Income Tax (2,284,428)
PROFITALOSS) FOR THE YEAR (5,803,518) 6,795,637
Balance brought forward 6,806,514 9.877
Balance carried forward 1,001,996 6,805,514

NOTES ON ACCOUNTS AND ACCOUNTING POLICIES 16

The Schedules referred to above form an integral part of the Profit and Loss Account.

As per our report of even date annexed.

For LAKHOTIA & CO. K. K. BANGUR
Chartered Accountants S. K. MAJEJI
A. K. JAIN
Calcutta NARESH LAKHOTIA K. C. PARAKH
Dated : 10th May, 2000 Partner Directors

SCHEDULES ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE PERIOD ENDED
31ST MARCH, 2000
As at 31st As at 31st
March, 2000 December, 1998
Rs. Rs.
1. CAPITAL
Authorised
4,000,000 Equity Shares of Rs. 10/- each 40,000,000 40,000,000

Issued, Subscribed and Paid-up

4,000,000 Equity Shares of Rs. 10/- each fully paid-up in cash 40,000,000 40.000,000
40,000,000 40,000,000

2. RESERVES AND SURPLUS

Profit and Loss Account -
Credit Balance as per annexed Profit and Loss Account 1,001,996 6,805,514
1,001,996 6,805,514

3. UNSECURED LOANS
1,242,850 Zero Coupon Unsecured Debentures of Rs. 100/- each 124,285,000 124,285,000
124,285,000 124,285,000

33
GRAPHITE INVESTMENTS LIMITED
As at 31st March, 2000 As at 31st December, 1998
Face
Value Number Amount Number Amount
Rs. Rs. Rs.
4. LONG TERM INVESTMENTS—AT COST
Trade
Quoted
Fully paid up Equity Shares in -
Guardian Leasing Limited 10 365,000 3,650,000
The Emerald Company Limited 10 100,150 11,718,250
The Bond Company Limited 10 34,650 3,661,000
Likhami Leasing Limited 10 365,000 3,650,000
Carbon Everflow Limited 10 1,033,036 33,073,175
GKW Limited 10 194,600 1,364,146
Gujarat Composite Limited 10 82,666
Unquoted
Fully paid up Equity Shares in —
H.L. Investment Company Limited 10 68,264 3,926,266
Fully paid up Unsecured Zero
Coupon Optionally Convertible
Debentures in -
GKW Cement Limited 19.50 2,564,103 50,000,009
Other than Trade
Unquoted
Units of -
Templeton India Income Fund Growth plan 10 695,102 8,800,000 695,102 8,800,000
Birla Mutual Fund Income Plus Growth plan 10 128,081 1,923,791 213,049 3,200,000
Prudential ICICI Income plan 10 1,084,812 10,982,672
Prudential ICICI Liquid plan 10 225,766 2,500,000
135,248,309 12,000,000
Aggregate amount of Investments
Quoted 57,116,571
Unquoted 78,131,738 12,000,000
135,248,309 12,000,000
Aggregate market value of quoted Investments 36,362,833

5. INVENTORIES — AT COST
A. Fully Paid-up Equity Shares of -
Guardian Leasing Limited 10 365,000 3,650,000
The Emerald Company Limited 10 100,150 11,718,250
The Bond Company Limited 10 34,650 3,661,000
Likhami Leasing Limited 10 643,400 10,610,000
Carbon Everflow Limited 10 1,033,036 33,041,225
GKW Limited 10 956,800 17,903,597
H. L. Investment Company Ltd. 10 68,264 3,925,266
Gujarat Composite Limited 10 82,666
Digvijay Finlease Limited 10 124,000
84,509,338
B. Fully paid up Unsecured Zero Coupon
Optionally Convertible Debentures of -
GKW Limited 19.50 2,564,103 50,000,009
50,000,009
134,509,347

34
 As at 31st As at 31st
March, 2000 December, 1998
Rs. Rs.
6. SUNDRY DEBTORS
Unsecured - Considered good
Debts outstanding for a period exceeding six months 10,260,993
Other Debts 21,548,086
10,260,993 21,548,086
7. CASH AND BANK BALANCES
Balance with Scheduled Bank
on Current Account 9,845,654 141,366
on Fixed Deposit Account (See Note C in Schedule - 16) 6,195,087 1,236,809
16,040,711 1,378,175
8. OTHER CURRENT ASSETS
Dividend Receivable 3,099,108 1,278,000
Interest Receivable 177,991
3,277,099 1,278,000
9. LOANS AND ADVANCES
Income Tax Advance { Net of Provisions) 464,084 387,527
464,084 387,527
10. LIABILITIES
Sundry Creditors 4,200 4,321
Other Liabilities 6,300
4,200 10,621

For the period ended For the period ended

31st March, 2000_ 31st December, 1998
U INTEREST ON Rs.
Term Deposit with Bank* 173,942 19,890
Inter Corporate Deposit N 1,102,591
Income Tax Refund 138,780 17,412
Others * 973,870
2,389,183 37,302
* Tax deducted at Source 494,576 3,978

12. ADMINISTRATIVE AND OTHER EXPENSES

Filing Fee 240 480
Directors' Fee 3,750 3,750
Legal and Professional Charges 4,000 362,904
Professional Tax 2,500 6,300
Auditors' Remuneration -
Audit Fee 4,200 3,750
Tax Audit Fee 3,150 3,000
Other Matters 2,000
Miscellaneous Expenses 2,824 23,746
20,664 405,930

13. COST OF SALES

Opening Stock 134,509,347 113,785,033
Add : Purchases 1,396,096 70,187,369
Less : Transferred to Investments 111,041,846
Less : Closing Stock 134.509.347
24,863,597 49,463,055

35
GRAPHITE INVESTMENTS LIMITED
14. PARTICULARS REGARDING PURCHASES, For the period ended For the period ended
SALES AND STOCKS - 31st March, 2000 31st December, 1998
Equity Shares Number Rs. Number Rs.
Opening Stock 3,407,966 84,509,338 3,019,900 113,785,033
Purchases/Allotment 194,600 1,396,096 1,580,666 20,187,360
Sales 1,369,200 12,084,738 1,192,600 50,451,500
Transfer to Investments 2,243,366 61,041,837
Closing Stock 3,407,966 84,509,338
Debentures
Opening Stock 2,564,103 50,000,009
Purchases/Subscriptions 2,564,103 50,000,009
Transfer to Investments 2,564,103 50,000,009
Closing Stock 2,564,103 50,000,009
15. BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE
1. REGISTRATION DETAILS
State Code 21 Registration No. 54398
Balance Sheet Date 31st March, 2000
2. CAPITAL RAISED DURING THE YEAR (AMOUNT IN RUPEES THOUSANDS)
Public Issue Nil Rights Issue Nil
Bonus Issue Nil Private Placement Nil
3. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (AMOUNT IN RUPEES THOUSANDS)
TOTAL LIABILITIES 165,291* TOTAL ASSETS 165,291
Sources of Funds
Paid-up Capital 40,000 Reserves and Surplus 1,002
Secured Loans Unsecured Loans 124,285
Application of Funds
Net Fixed Assets Investments 135,248
Net Current Assets 30,039 Miscellaneous Expenditure
Accumulated Losses
* includes owners' fund - 41,002
4. PERFORMANCE OF COMPANY (AMOUNT IN RUPEES THOUSANDS)
Turnover 21,607 Total Expenditure 25,126
(including Other Income)
Profit/fLoss) before Tax (3,519) Profit/(Loss) after Tax (5,804)
Earning per Share in Rs. — Dividend Rate %
5. GENERIC NAMES OF THREE PRINCIPAL PRODUCTS / SERVICES OF COMPANY (AS PER MONETARY TERMS)
Item Code No. (ITC Code) Not Applicable
Product Description Not Applicable

16. NOTES ON ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES

(a) The entire share capital is held by Graphite India Limited, the holding Company and its nominees.
00 1,242,850 Zero Coupon Unsecured Debentures of Rs. 100/- each shall at the option of the Company exercised at any time before
the expiry of five years from the date of their allotment be fully convertible into Equity Shares of the Company on such terms
as may be mutually agreed between the Company and the Debentureholders. The Debentures in respect of which no option for
conversion is exercised shall be redeemed at par at the expiry of such period.
(0 The amount of Rs. 2,252,647/- {Previous period Rs. 1,236,809/-) in the Fixed Deposit Account with Bank is in the joint names of
the Receivers appointed by the Hon'ble High Court at Calcutta as per the ad-interim Order of the said Court in the matter of
claim against the Company on sale of 248,000 Equity Shares of Shree Digvijay Cement Company Limited made during the period.
Interest accruing on the said deposit shall be considered upon the disposal of the claim.
(dj Pursuant to a scheme of arrangement, Debentures held by the Company, in GKW Limited in previous year have been taken over
by GKW Cement Limited.
(e) The Company has transferred stock of shares and debentures held by it as Inventories to Investments effective from 7th March,
2000 with a view to hold them for long term.
(f) No Provision for diminution in the value of Investments has been made as the same is considered temporary in nature and
Investments are held for long term.
Previous period figures have been regrouped and rearranged wherever necessary.
SIGNIFICANT ACCOUNTING POLICIES
These accounts have been prepared on historical cost convention and Income and Expenditure have been recognised on accrual
basis.

36
16. NOTES ON ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES (Contd.)
Investments are stated at cost. Provision for diminution in the value, other than temporary, shall be made.
Inventories are stated at cost. In arriving at the cost, related expenses have been included.
Dividend income is accounted for in the year in which the same is declared by the respective Company.
Interest Income is accounted for on accrual bassis.
Signature to Schedules 1 to 16
For LAKHOTIA & CO.
Chartered Accountants
Calcutta NARESH LAKHOTIA
Dated : 10th May, 2000 Partner
AUDITORS' REPORT
Tb the Shareholders of GRAPHITE INVESTMENTS LIMITED
We have audited the attached Balance Sheet of Graphite
Investments Limited as at 31st March, 2000 and its Profit and
Loss Account for the period from IstJanuary, 1999 to 31st March, iv)
2000 and report that :
1) We have obtained all the information and explanations which
to the best of our knowledge and belief, were necessary for the
purpose of our audit.
v)
2) In our opinion, proper books of account as required by the
Companies Act, 1956 have been kept by the Company so far
as it appears from our examinations of those books. vi)
3) The Balance Sheet and Profit and Loss Account dealt with by
this report are in agreement with the books of account.
4) In our opinion, the Balance Sheet and the Profit and Loss
Account dealt with by this report are in compliance with the vii)
Accounting Standards referred to in sub-section (3C) of Section
211 of the Companies Act, 1956.
5) In our opinion and to the best of our information and according
to the explanations given to us the said accounts read together
with the notes forming part thereof, give the information
required by the Companies Act, 1956 in the manner so required
and give a true and fair view - viii)
a) in the case of the Balance Sheet of the state of affairs of ix)
the Company as at 31st March, 2000 and
b) in the case of the Profit and Loss Account of the loss of x)
the Company for the period from 1st January, 1999 to
31st March, 2000.
As required by the Manufacturing and other Companies (Auditor's
Report) Order, 1988 and on the basis of such checks of the books
and records of the Company, as we considered appropriate and the xi)
information and explanations given to us during the course of our
audit, we report below on the matters specified in Paragraph 4 of xii)
the said order to the extent to which the said order is applicable
to the Company :
i) The stocks of shares and debentures were physically
verified by the management at reasonable intervals and xiii)
no discrepancies were noticed on such verification. The
stocks so held were transferred to investments during
the year.
ii) As explained to us, the procedures of physical verification
of the stocks of shares and debentures followed by the
management were reasonable and adequate in relation
to the size of the Company and the nature of its business.
iii) The Company has taken unsecured loans from
Companies listed in the register maintained under Section
301 of the Companies Act, 1956 and/or from the
Companies under the same management as defined under Calcutta
sub-section (IB) of Section 370 of the Companies Act, Dated : 10th May, 2000
37
K. K. BANGUR
S. K. MAJEJI
A. K JAIN
K. C. PARAKH
Directors
1956 and the rate of interest and other terms and
conditions of such loans are prima facie not prejudicial to
the interest of the Company.
The Company had granted unsecured loans to Companies
listed in the register maintained under Section 301 of
the Companies Act, 1956. The rate of interest and other
terms and conditions of the said loans were prima facie
not prejudicial to the interest of the Company.
The parties to whom loans were given by the Company
have repaid the principal amount as stipulated and were
also regular in payment of the interest.
In our opinion, there was an adequate internal control
procedure commensurate with the size of the Company
and the nature of its business for purchase and sale of
shares and securities effected during the year.
According to the information and explanations given to
us, the Company has not made any transaction of
purchase and sale aggregating during the year to
Rs. 50,0007- or more in value in respect of each party from
companies, firms or other parties in which directors are
interested as listed in the register maintained under
Section 301 of the Companies Act, 1956.
The Company has not accepted deposits from the public.
The Company has an internal audit system
commensurate with its size and nature of its business.
There were no undisputed amounts payable in respect of
Income Tax, Wealth Tax, Sales Tax, Customs Duty and
Excise Duty outstanding as at 31st March, 2000 for a
period of more than six months from the date they became
payable.
No personal expenses have been charged to revenue
account.
The Company is not a sick industrial company within
the meaning of Clause (o) of sub-section (1) of Section 3
of the Sick Industrial Companies (Special Provisions)
Act, 1985.
In respect of Company's dealing or trading in shares,
securities, debentures and other investments, proper
records have been maintained of the transactions and
contracts and timely entries have been made therein. All
the shares, securities, debentures and other investments
are held by the Company in its own name.
For LAKHOTIA & CO
Chartered Accountants
NARESH LAKHOTIA
Partner
RAGINI FINANCE LIMITED
DIRECTORS' REPORT TO THE MEMBERS
The Directors have pleasure in presenting their Fifteenth Annual Particulars in the Report of Board of Directors) Rules, 1988 are not
Report together with Statement of Accounts for the year ended furnished.
31st March, 2000. Y2K COMPLIANCE :
Financial Results: The Company achieved a smooth transition into new millennium
Rs. without any Y2K problem.
Loss for the year 613,359 DIRECTORS :
Add: Loss brought forward from previous year 2,129,102 Shri C. D. Bangur and Shri S. G. Karwa retire from Board by
rotation and being eligible offer themselves for re-appointment.
Loss carried forward to Balance Sheet 2,742,461
AUDITORS :
M/s. Lakhotia & Co., Chartered Accountants, retire as Auditors of
DIVIDEND: the Company being eligible offer themselves for re-appointment.
In view of the net loss during the year under review your Company
Directors do not recommend any dividend. For & on behalf of the Board of Directors
Since the Company is not engaged in manufacturing activity,
particulars pursuant to the provisions of Section 217(1) (e) of the Calcutta, B. G. BANGUR
Companies Act, 1956 read with the Companies (Disclosure of Dated : 9th May, 2000 Chairman

BALANCE SHEET AS AT 31ST MARCH, 2000

SCHEDULE As at 31st As at 31st
March, 2000 March, 1999
Rs. Rs.
SOURCES OF FUNDS
SHAREHOLDERS' FUND
Share Capital 12,400,000 12,400,000
Reserves and Surplus 305,000 305,000
12,705,000 12,705,000
LOAN FUNDS
Unsecured Loans 7,600.000 7,600,000
TOTAL 20,305,000 20,305,000
APPLICATION OF FUNDS
Fixed Assets 44,555 55,461
Investments 16,994,854 17,795,273
CURRENT ASSETS, LOANS AND ADVANCES
Cash and Bank Balances 30,806 98,781
Other Current Assets 16,268 15,500
Loans and Advances 680,929 409,238
728,002 523,519
Less:
CURRENT LIABILITIES AND PROVISIONS
Liabilities 9 204,872 182,389
Provisions 10 15.966
204,872 198,355
NET CURRENT ASSETS 523,130 325,164
PROFIT AND LOSS ACCOUNT 2,742,461 2,129,102
TOTAL 20,305,000 20,305,000
NOTES ON ACCOUNTS AND ACCOUNTING POLICIES 15
The Schedules referred to above form an integral part of the Balance Sheet.
As per our report of even date annexed.
For LAKHOTIA & CO. B. G. BANGUR R. C. LAKHOTIA
Chartered Accountants C. D. BANGUR S. S. MALOO
Calcutta NARESH LAKHOTIA S. G. KARWA S. R. MUNDRA
Dated : 9th May, 2000 Partner Directors

38
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2000
SCHEDULE For the year ended For the year ended
31st March, 2000 31st March, 1999
Rs. Rs.
INCOME
Sales -™_ 53,100
Dividend 40,890 125,610
Commission 528,621
Interest —
11 124,416 7,747
Other Income 12 276 —
165,582 715,078
EXPENDITURE
Mining Expenditure 13 — 81,981
Interest on Debentures 456,000 911,167
Administrative and other Expenses 14 139,145 150,041
Loss on sale of shares 228,549 123,450
Bad debt •— 761
Provision for Gratuity 5,581
—
Depreciation 10,906 8,824
Interest Tax 202 17,784
834,802 1,299,589
Profit/(Loss) before Taxation (669,220) (584,511)
Income Tax refund for earlier years 55,861 _
Profit/fLoss) after Taxation (613,359) (584,511)
Balance brought forward (2,129,102) (1,544,591)
Balance carried to Balance Sheet (2,742,461) (2,129,102)

NOTES ON ACCOUNTS AND ACCOUNTING POLICIES 15

The Schedules referred to above form an integral part of the Profit and Loss Account.
As per our report of even date annexed.
For LAKHOTIA & CO. B. G. BANGUR R. C. LAKHOTIA
Chartered Accountants C. D. BANGUR S. S. MALOO
Calcutta NARESH LAKHOTIA S. G. KARWA S. R. MUNDRA
Dated : 9th May, 2000 Partner Directors

SCHEDULESANNEXEDTOAND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2000
As at 31st As at 31st
March, 2000 March, 1999
SCHEDULE - 1 Rs. Rs.
SHARE CAPITAL
Authorised
250,000 Equity Shares of Rs.10/- each 2,500,000 2,500,000
200,000 Preference Shares of Rs. 100/- each 20,000,000 20,000.000
22,500,000 22,500,000
Issued, Subscribed and Paid Up
240,000 Equity Shares of Rs.10/- each fully paid up in cash 2,400,000 2,400,000
100,000 1% Non-cumulative fully convertible Preference
Shares of Rs. 100/- each fully paid up in cash 10,000,000 10,000,000
12,400,000 12,400,000
SCHEDULE - 2
RESERVES AND SURPLUS
Reserve Fund :
Balance Brought Forward 305,000 305,000
305,000

39
RAGINI FINANCE LIMITED
As at 31st As at 31st
March, 2000 March, 1999
Rs. Rs.
SCHEDULE - 3
UNSECURED LOANS
76,000 6% (Previous Year 14%)
Unsecured Convertible Debentures of Rs. 100/- each 7,600,000 7,600,000
7,600,000 7,600,000

SCHEDULE - 4
FIXED ASSETS
GROSS BLOCK — AT COST DEPRECIATION NET BLOCK
As at Additions As at As at For Aaat As at As at
PARTICULARS 31st March, during 31st March, 31st March, the year 31st March, 31st March, 31st March
1999 the year 2000 1999 2000 2000 1999
Rs. Rs. Rs. Rs. Rs. Rs. Rs. Rs.
Furniture & Fixtures 4940 4940 634 313 947 3993 4306
—
Computer 65350 65350 14195 10593 24788 40562 51155
—
_
Current year 70290 70290 14829 10906 25735 44555 55461
Previous year 46465 23825 70290 6005 8824 14829 55461 40460

SCHEDULE - 5
INVESTMENTS
(Non-Trade - At Cost)
Fully paid up Equity Shares in
Joint Stock Companies.
As at 31st March, 2000 As at 31st March, 1999
Name of the Company Face
Value No. of Amount No. of Amount
Rs. Shares Rs. Shares Rs.
LONG TERM
QUOTED
Shree Cement Limited 10 1,152,000 14,156,038 1,222,000 14,108,538
Fort Gloster Industries Limited 100 4,000 1,314,540
Assambrook Limited 10 1,250 32,594 1,250 32,594
Kalasa Tea & Produce Co. Limited 10 12,507 703,953
Shree Synthetics Limited 10 992 28,349 992 28,349
Cowcoody Tea Estate Limited 10 2,000 140,700
Gujarat State Fertilizer Co. Limited 10 100 10,945 100 10,946
The Phosphate Co, Limited 10 3,000 165,750
NBI Industrial Finance Limited 10 35,000 249,728 35,000 249,728
Cochin Malabar Estates Limited 100 4,500 1,040,175
UNQUOTED
Digvijay Finlease Limited 248,000 2,517,200
16,994,854 17,795,273
Aggregate amount of Investments
Quoted 14,477,654 17,795,273
Unquoted 2,517,200
16,994,854 17,795,273
Aggregate market value of Quoted Investments 36,001,060 25,702,735

40
 As at 31st As at 31st
March, 2000 March, 1999
Rs. Rs.
SCHEDULE - 6
CURRENT ASSETS
CASH AND BANK BALANCES
Cash in hand 3,889 2,733
Balances with Scheduled Banks
on Current Accounts 26,916 96,048
30,805 98,781
SCHEDULE - 7
OTHER CURRENT ASSETS
(Unsecured-Considered good)
Security Deposit 15,500 15,500
(National Savings Certificate lodged with the
Mining Authorities, Government of Rajasthan Rs.12,500/-
& lodged with Sales Tax Department Rs. 3.000/-J
Interest Receivable 768
16,268 15,500
SCHEDULE - 8
LOANS AND ADVANCES
(Unsecured -Considered good)
Loans to Companies 550,000
Income Tax Advance
(Net of Provisions) 130,929 409.238
680,929 409,238
SCHEDULE - 9
LIABILITIES
Sundry Creditors 19,807 19,157
Other Liabilities 72,627 50,794
Interest accrued but not due 112,438 112,438
204,872 182,389
SCHEDULE -10
PROVISIONS
For Gratuity 15,966
15,966

For the year ended For the year ended

31st March, 2000 31st March, 1999
Rs. Rs.
SCHEDULE • 11
INTEREST ON
Loans * 55,954 7,747
Income Tax Refunds 68,462
124,416 7,747
* Tax deducted at source 12,309 1,550
SCHEDULE - 12
OTHER INCOME
Liability no longer required written back 276
276
SCHEDULE - 13
MINING EXPENSES
Royalty and Dead Rent 50,000
Mineral Raising Expenses 31.981
81,981

41
RAGINI FINANCE LIMITED
For the year ended For the year ended
31st March, 2000 31st March, 1999
Rs.
SCHEDULE - 14
ADMINISTRATIVE AND OTHER EXPENSES
Rent 7,200 7,200
Salaries and Bonus 72,227
Rates and Taxes 3,910 2,230
Filing Fees 360 360
Legal Charges 6,400
Service Charges 19,022 18,976
Staff Welfare 7,714 14,630
Printing & Stationery 2,203 3,068
Bank Charges 60 788
Computer Maintenance 6,500 7,500
Directors' fees 6,000 5,750
Auditors' Remuneration
As Audit Fees 2,500
Prior Period adjustment 6,352
Miscellaneous expenses 2,060
150,041

SCHEDULE - 15
A. NOTES ON ACCOUNTS
The entire issued, subscribed and paid up capital of the company is held by Graphite India Limited and its nominees.
1% Non-cumulative fully convertible Preference Shares of Rs. 100/- each issued on 31st December, 1996 are convertible into one fully
paid up Equity Share of Rs. 10/- each of the Company at the option of the company at anytime after the issue by giving one month's
notice and shall be compulsorily converted into Equity Shares in the said ratio at the end of the 10th year from the date of issue
thereof.
3. 6% Unsecured Convertible Debentures of Rs. 100/- each shall at the option of the holders thereof be fully convertible into equity
shares at par at the expiry of 8 years from the date of allotment and debentures in respect of which option is not exercised shall be
redeemed at par at the expiry of such period.
No provision for diminution in the value of some of the investments individually has been made as the same is considered as
temporary in nature.
Figures of the previous year have been regrouped/rearranged wherever necessary.
Quantitative information in respect of limestone mining activity.
For the year ended For the year ended
31st March, 2000 31st March, 1999
Quantity Value Quantity Value
Rs, M.T. Rs.
Raised 603.420
Sold 603.420 53,100
7. Additional information required under Part-IV of Schedule-VI to the Companies Act, 1956 is annexed hereto.
B. ACCOUNTING POLICIES
1. Method of Accounting : These accounts have been prepared on historical cost convention and Income and Expenditure have been
recognised on accrual basis.
2. Fixed Assets : Fixed Assets are stated at cost less depreciation.
3. Investments : Investments are stated at cost. In arriving at the cost related expenses have been included. Provision for diminution
in the value of each investment individually, other than temporary, is made. Purchase and sale of Investments are accounted for as
and when deliveries are effected.
4. Dividend : Dividend Income is accounted for in the year in which it is declared by the companies.
5. Interest is accounted for on accrual basis.
6. Depreciation : Depreciation is provided on Straight line method at the rates and in the manner specified in Schedule-XTV of the
Companies Act, 1956.

Signatures to Schedules 1 to 15
For LAKHOTIA & CO. B. G. BANGUR R. C. LAKHOTIA
Chartered Accountants C. D. BANGUR S. S. MALOO
Calcutta NARESH LAKHOTIA S. G. KARWA S. R. MUNDRA
Dated : 9th May, 2000 Partner Directors

42
BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE FOR YEAR ENDED 31ST MARCH, 2000.

PART IV
I. Registration Details
Registration No : 39468 State Code 21
Balance Sheet Date : 31 03 2000
Date Month Year

II. Capital Raised during the Year (Amount in Rs. Thousands)

Public Issue Nil Rights Issue Nil
Bonus Issue Nil Private Placement Nil

III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)

Total Liabilities 20510* Total Assets 20510
Sources of Funds :
Paid up Capital 12400 Reserves & Surplus 305
Secured Loans Nil Unsecured Loans 7600
Application of Funds :
Net Fixed Assets 45 Investments 16995
Net Current Assets 523 Misc. Expenditure Nil
Accumulated Losses 2742
* Includes owners' fund - 12705

IV. Performance of Company (Amount in Rs. Thousand)

Turnover (Including other income) 166 Total Expenditure 835
Loss before Tax 669 Loss after Tax 669
Earning per Share in Rs. Nil Dividend Rate % Nil

V. Generic Names of Three Principal Products/Services of Company (As per monetary terms)
Item Code No. (ITC Code) Not Applicable
Products Description Not Applicable

Signed for identification

For LAKHOTIA & CO.

Chartered Accountants B. G. BANGUR R. C. LAKHOTIA
C. D. BANGUR S. S. MALOO
Calcutta NARESH LAKHOTIA S. G. KARWA S. R. MUNDRA
Dated : 9th May, 2000 Partner Directors

43
RAGINI FINANCE LIMITED
AUDITORS' REPORT
Tb the Shareholders of RAGINI FINANCE LIMITED
We have audited the attached Balance Sheet of RAGINI FINANCE
LIMITED as at 31st March, 2000 and the Profit and Loss Account
for the year ended on that date annexed thereto and report
that :-
1) We have obtained all the information and explanations which
to the best of our knowledge and belief were necessary for the
purpose of our audit.
2) In our opinion, proper books of account as required by the
Companies Act, 1956 have been kept by the Company so far
as it appears from our examination of those books.
3) The Balance Sheet and Profit and Loss Account dealt with by
this report are in agreement with the hooks of account.
4) In our opinion, the Balance Sheet and the Profit and Loss
Account dealt with by this report are in compliance with the
accounting standard referred to in suh-section 3(C) of Section
211 of the Companies Act, 1956.
5) In our opinion and to the best of our information and according
to the explanations given to us the said accounts read together
with the notes forming part thereof give the information
required by the Companies Act, 1956, in the manner so
required and give a true and fair view -
a) in the case of the Balance Sheet of the state of affairs
of the Company as at 31st March, 2000 and
b) in the case of the Profit and Loss Account of the Loss of
the Company for the year ended on that date.
As required by the Manufacturing and other Companies (Auditor's
Report) Order, 1988 and on the basis of such checks of the books
and records of the Company as we considered appropriate and
the information and explanations given to us during the course
of our audit, we report below on the matters specified in Paragraph
4 of the said order to the extent to which such order is applicable
to the Company : -
i) The Company is maintaining proper records showing
full particulars including quantitative details and
situation of fixed assets. The fixed assets have been
physically verified by the management during the year
and no discrepancies were noticed on such verification.
ii) The fixed assets have not been revalued during the year.
iii) The Company has taken unsecured loans from
companies, firms or other parties listed in the register
maintained under Section 301 of the Companies Act,
44
1956 and/or from the Companies under the same
management as defined under sub-section (IB) of Section
370 of the Companies Act, 1956 and the rate of interest
and other terms and conditions of such loans are prima
facie not prejudicial to the interest of the company.
iv) The Company has granted unsecured loan to a company
listed in the register maintained under Section 301 of
the Companies Act, 1956 and the rate of interest and
other terms and conditions of the said loan are prima
facie not prejudicial to the interest of the company.
v) The parties to whom loans or advances in the nature of
loans were given by the company are repaying the
principal amounts as stipulated and are also regular in
payment of the interest.
vi) The Company has not accepted deposits from the public.
vii) The Company has an internal audit system
commensurate with its size and nature of its business.
viii) There were no undisputed amounts payable in respect
of Income Tax, Wealth Tax, Sales Tax, Custom Duty and
Excise Duty outstanding as at 31st March, 2000 for a
period of more than six months from the date they
became payable.
ix) No personal expenses have been charged to revenue
account.
x) The company is not a sick industrial company within the
meaning of Clause (o) of sub-section (1) of Section 3 of
the Sick Industrial Companies (Special Provisions) Act,
1985.
xi) In respect of Company's investments proper records have
been maintained of the transactions and contracts and
timely entries have been made therein. All the
investments are held by the company in its own name.
For LAKHOTIA & CO
Chartered Accountants
Calcutta NARESH LAKHOTIA
Partner
Dated : 9th May, 2000
LOCATIONS

CORPORATE OFFICE
31, Chowringhee Road
Calcutta 700 016
Phone : (033) 226-5755

SALES OFFICE
407, Ashoka Estate
24, Barakhamba Road
New Delhi 110 001
Phone:(011)3314364-66

WORKS
Graphite :
Durgapur 713 211
Phone : (0343) 556641-45
Whitefield Road
Bangalore 560 048
Phone : (080) 8524061-72
Coke :
Phulwaria
Barauni 851 112
Phone : (06279)32252
Power :
Chunchanakatte,
K R Nagar Taluk,
Mysore 571 617
Phone : (08223) 81115-18
Whitefield Road
Bangalore 560 048
Phone : (080) 8524061-72

R&D CENTRE
Whitefield Road
Bangalore 560 048
Phone : (080) 8524061-72

REGISTRARS AND SHARE TRANSFER

AGENTS OF THE COMPANY (Equity Shares)
ABC Computers Private Ltd.
National Council of Education, Bengal
Jadavpur University Campus,
Calcutta - 700 032
Phone : 4731163/1292
Fax : (033) 4832970
Email: abccomp.cal@vsnl.com