GRAPHITE INDIA LIMITED

I take pleasure in presenting the first Annual Report in the history of our
re-invented organisation.

In 2001-02, some of our businesses encountered their biggest challenges in

recent times. Business survival became the priority for a number of companies
in our industry.

At Graphite, our priority continued to be success, not survival. Our management,

as always, was pro-active, not passive. Our response was strategic, structured,
synergetic and superbly solvent. We dovetailed Graphite India Ltd into Carbon
Everflow Ltd, but re-christened the merged company as Graphite India Ltd,
thus retaining its distinct identity.

The merger was conducted to create a globally competitive organisation through

a combination of the strengths of the two companies: the largest intellectual
pool of graphite professionals in India and South East Asia.

This competitive people edge will enable Graphite India Limited to develop
new and value-added products and move closer to global customers.

In the years to come we are confident that this merger will reflect in strong
financials and increased market shares across our various businesses. The GI
Brand shall go truly global.

The customer initiatives will be powered by a commitment to responsible

management that is pivoted around the enhancement of stakeholder value. I
am confident that these initiatives will lay the foundation for a focused and
value-driven company over the long-term.

K. K. Bangur,
Chairman

AnnuaLReporr 2001-02
 What we achived
WHAT IS A GRAPHITE
ELECTRODE? About Us
It is a consumable product that conducts
Ten minutes with the chairman
electricity in an electric arc furnace (EAF)
during the steel making process. It is
Strategy and Value
useful in that it generates sufficient heat
to melt the scrap metal, the principal Divisional Analysis
raw material in the manufacture of steel
in the FAF route. The size of an electrode Review of Operations
depends on the size of the furnace.
Electrode diameters vary between Two-year Financial Data
75 mm (three inches) and 750 mm
(30 inches) while their lengths extend Ratios
up to 2800 mm. The largest electrodes
weigh nearly two tonnes. Risk & Risk Management

WHAT IS AN ELECTRIC ARC Management Responsibility Statement

FURNACE?
Steel is manufactured in a blast furnace The Company Secretary Responsibility Statement
(BF) or in an electric arc furnace (EAF).
The Environment Section
A significant portion of the world's steel
production now comes from the EAF
Directors' Report
route. This has widened opportunities
for EAFs and graphite electrode Auditors' Report
manufacturers. An electric arc furnace is
particularly useful since it manufactures Report on Corporate Governance
steel from scrap iron and steel products
- effectively recycling the metal. Profile of Directors
 GRAPHITE INDIA LIMITED
(Formerly CARBON EVERFLOW LIMITED)

REGD. & H.O.: 31, CHOWRINGHEE ROAD, KOLKATA700 016

PHONE : (033) 226 5755 / 4942 / 4943 / 5547 / 2334 / 3729, 217 1145 /1146
FAX : (033) 249 6420, E-MAIL: graphite@giasc!01 .vsnl.net.in

NOTICE

NOTICE is hereby given that the Twenty-Seventh ANNUAL GENERAL MEETING of Graphite India Limited (formerly Carbon
Everflow Limited) will be held on Tuesday, the 27th day of August, 2002 at 10.00 a.m. at "KaJa Kunj Auditorium" (Sangit Kala
Mandir Trust), 48, Shakespeare Sarani, Kolkata 700 017 to transact the following business.

ORDINARY BUSINESS
1. To receive, consider and adopt Directors' Report and Audited Profit
& Loss Account for the year ended 31st March, 2002 and the
Balance Sheet as at that date.
2. To declare dividend on Equity Shares for the year ended 31st March,
2002.
3. To appoint a Director in place of Mr. K. K. Bangur who retires by
rotation and being eligible offers himself for re-appointment.
12. To consider and if thought fit, to pass the following resolution with
4. To appoint a Director in place of Dr. R. Srinivasan who retires by
rotation and being eligible offers himself for re-appointment.
5. To appoint Auditors of the Company and fix their remuneration.
SPECIAL BUSINESS
6. To consider and if thought fit, to pass the following resolution with
or without modification, as an Ordinary Resolution.
RESOLVED THAT Mr. N. Venkataramani be and is hereby
appointed as a director of the Company.
the Transferor Company, which has since merged with the Company
on 8th May, 2002) for the period commencing from October 19,
2001 to May 7, 2002 and thereafter as the Whole-time Director
(designated as "Executive Director") of the Company for the period
upto October 18, 2006 on the terms and conditions including
remuneration as set out in the letter dated October 19, 2001, a
copy whereof duly initialled by the Chairman for the purposes of
identification is placed before this meeting.
or without modification, as an Ordinary Resolution.
RESOLVED THAT pursuant to the provisions of Sections 269
and 309 read with Schedule XIII and all other applicable provisions,
if any of the Companies Act, 1956, expenditure of Rs 6,88,0647-
incurred by the Company on the medical treatment of Late A. K.
Jain, which was in excess of his contractual remuneration but within
the overall limit prescribed under Schedule XIII to the Companies
Act, 1956, be and is hereby approved and ratified.

7. To consider and if thought fit, to pass the following resolution with 13. To consider and if thought fit, to pass the following resolution with
ot without modification, as an Ordinary Resolution. or without modification, as a Special Resolution.

RESOLVED THAT Mr. Bhaskar Mitter be and is hereby appointed
as a director of the Company.
8. To considet and if thought fit, to pass the following resolution with
or without modification, as an Ordinary Resolution.
RESOLVED THAT Mr. Pradip Kumar Khaitan be and is hereby
appointed as a director of the Company.
9. To consider and if thought fit, to pass the following resolution with
or without modification, as an Ordinary Resolution.
RESOLVED THAT Mr. Sanjiv Goenka be and is hereby appointed
as a director of the Company.
10. To consider and if thought fit, to pass the following resolution with
or without modification, as an Ordinary Resolution.
RESOLVED THAT pursuant to the provisions of Section 309 of
the Companies Act, 1956 ("the Act") or any modification or re-
enactment thereof, the Company hereby authorises, payment of
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 whole-time employment nor
Managing/ Whole-time Director(s) of the Company for a period
of five financial years, commencing from 1st April, 2002.
FURTHER RESOLVED THAT the amount to be distributed as
commission shall not exceed in the aggregate such percent 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
specified in Section 198(1) of the Act.

RESOLVED THAT Mr. Navin Suchanti be and is hereby appointed FURTHER RESOLVED THAT the Board may, at its discretion,
as a director of the Company. decide on the amount to be paid to any particular Director.

11. To consider and if thought fit, to pass the following resolution with
or without modification, as an Ordinary Resolution.
By Order of the Board
RESOLVED THAT pursuant to the provisions of Sections 198,
For Graphite India Limited
269 and 309 read with Schedule XIII and all other applicable
provisions of the Companies Act, 1956, consent of the Company
be and is hereby accorded to the appointment and remuneration
of Mr. N. Venkataramani as Whole-time Director (designated as Kolkata B. Shiva
"Executive Director") of the erstwhile Graphite India Limited (being Date : June 8, 2002 Company Secretary
NOTES: Other Directorships

a. The relevant Explanatory Statement pursuant to Section 173 of Name of the Company Position
the Companies Act, 1956 is annexed hereto.
1 J. L. Morrison India Limited Director
b. A MEMBER ENTITLED TO ATTEND AND VOTE IS 2 Hi-Tech Pharmaceuticals Pvt. Limited Chairman
ENTITLED TO APPOINT A PROXY TO ATTEND AND 3 Avantel Soft Tech Limited Director
VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT 4 Elder Pharmaceuticals Limited Director
BE A MEMBER OF THE COMPANY. 5 Eveready Industries Limited Director
6 Wescare (India) Limited Director
c. The Register of Members and Share Transfer Books of die Company
7 Colour Union International Pvt. Limited Chairman
will remain closed from Tuesday the 13th August, 2002 to Tuesday
8 Beeyu Overseas Limited Director
the 27di August, 2002 (both days inclusive).
9 Snowcem India Limited Director
d. At the ensuing General Meeting Mr. K. K. Bangur and 10 Goldiam International Limited Director
Dr. R. Srinivasan, Directors retire by rotation and being eligible
offer themselves for re-appointment. As per Clause 49 of the Listing Other Committee Membership
Agreement on Corporate Governance, the Company is required to
Name of the Company Committee Position
provide a brief resume and names of companies in which the
1 Elder Pharmaceuticals Limited Audit Committee Member
proposed Directors hold the Directorship. Accordingly, the
Shareholder Grievances
information is given below:
Committee Member
Mr. K. K. Bangur aged 42 years, Chairman of the Company is an 2 Eveready Industries Limited Audit Committee Chairman
industrialist of repute. He has been exposed to business and industry Remuneration Committee Member
at an early age and has around 20 years of experience in managing 3 Goldiam International Limited Audit Committee Member
the affairs of companies and its business activities. He has been a 4 Snowcem India Limited Audit Committee Member
director of the Company since July 1988 and Chairman since July, Remuneration Committee Member
1993. He was also Chairman of the erstwhile Graphite India 5 Wescare (India) Limited Audit Committee Chairman
Limited. He is a past President of Indian Chamber of Commerce,
Kolkata and Executive Committee member of FICCI. e. Dividend on Equity Shares when sanctioned will be made payable
to those shareholders whose name stand on the Company's Register
Other Directorships of Members on 27th August, 2002 and to whom dividend warrants
Name of the Company Position will be posted. In respect of shares held in electronic form, the
dividend will be paid on the basis of beneficial ownership as per
1 Carbon Enterprises Limited Chairman
details furnished by die depositories for this purpose.
2 The Bond Company Limited Chairman
f. Income-tax will be deducted at source from dividend payable to
3 The Emerald Company Limited Chairman
shareholders except in case of shareholders who are resident
4 H. L. Investment Co. Limited Chairman individuals and whose dividend amount payable during a financial
5 The Marwar Textiles (Agency) Limited Director year does not exceed Rs 1000/-. Other resident individual
6 RPG Enterprises Limited Director shareholders, whose annual income is not likely to exceed the taxable
limit are required to submit Form 15-G duly filled, signed and
7 Shree Laxmi Agents Limited Chairman
verified in the manner prescribed in the said Form in DUPLICATE
8 West Bengal Properties Limited Director
or Tax Exemption Certificate issued by Income-tax Officer at the
9 Laxmi Asbestos Products Limited Director Registered Office of the Company on or before 20th August, 2002.
10 Innovative Properties Pvt. Limited Director
g. Members (except resident individuals where dividend amount
payable during a financial year does not exceed Rs 1,000/-) are
Committee Membership of other companies - NIL
requested to intimate their Permanent Account Number (PAN)
Dr. R. Srinivasan aged 71 years, has more than 40 years of experience
allotted by Income-tax Authorities for the purpose of quoting the
in the banking industry. He held various positions in banks and finally
same on Tax Deduction Certificate for tax deducted on dividend,
as Chairman and Managing Director of New Bank of India, Allahabad
if any. Those members who have not been allocated PAN should
Bank and Bank of India. He has been a director of the company since
furnish General Index Register (GIR) Number along with a
October 1993. He was Chairman of Indian Banks Association for several
declaration that PAN has not been allotted.
years, a director of IDBI, Discount & Finance House of India, New
India Assurance Co. Ltd. &: ECGC. He was also on various high level h. Unclaimed dividend amounts upto the financial years ended 31st
Committees constituted by RBI. March, 1995 declared by the Company have been transferred to the
 General Revenue Account of the Central Government In terms of
the provisions of Section 205A of the Companies Act, 1956.
Members who have not encashed the dividend warrants are requested
to prefer their claim to the Office of Registrar of Companies, West
Bengal, Nizam Palace, 234/4, A. J. C. Bose Road,
Kolkata - 700 020. Members can obtain details of the transfers
made to the Central Government, from the Company.
i. Members are hereby informed that dividends which remain
unclaimed/ unencashed over a period of 7 years have to be transferred
by the Company to the Investor Education & Protection Fund
established by the Central Government under Section 205(C) of
the Companies Act, 1956.
It may be noted that no claim of die shareholders will be entertained
for the unclaimed dividends which have been transferred to the
credit of the Investor Education & Protection Fund of the Central
Government under the provisions of Sec. 205 (B) of the Companies
Act, 1956. In view of the above, the shareholders are advised to
send all the unencashed dividend warrants to the Registered Office
of the Company for revalidation and encash them immediately,
j. The Company has entered into agreements with National Securities
Depository Ltd. (NSDL) and Central Depository Services (India)
Ltd. (CDSL). Shares of the Company are under the compulsory
demat settlement mode from May 8, 2000 and can be rraded only
in demat mode. Members are advised to send the shares of the
Company held in physical form through their Depository Participant
for demat purposes to the Company's Registrars and avail the
office upto the date of ensuing Annual General Meeting. The Company
has received notices in writing U/s 257 of die Companies Act, 1956
from members signifying their intention to propose the appointment
of Mr. N. Venkataramani, Mr. Bhaskar Mitter, Mr. Pradip Kumar
Khaitan, Mr. Sanjiv Goenka and Mr. Navin Suchanti as Directors of
the Company. While Mr. N. Venkataramani was the Executive Director
of the erstwhile Graphite India Limited, Mr, Bhaskar Mitter, Mr. Pradip
Kumar Khaitan, Mr. Sanjiv Goenka and Mr. Navin Suchanti were also
its directors.
Your Directors feel that the services of Mr. N. Venkataramani,
Mr. Bhaskar Mitter, Mr. Pradip Kumar Khaitan, Mr. Sanjiv Goenka
and Mr. Navin Suchanti will be valuable and useful to the Company
and hence they recommend that they be appointed as Directors of the
Company.
Resume in brief of the aforesaid persons to be appointed pursuant to
the provision of Clause 49 of the Listing Agreement are given below:
i. Mr. N. Venkataramani, Executive Director, aged 57 years, is a
qualified engineer with rich experience in managing companies.
He was earlier associated with the Company from October, 1988
including being 'President' from April, 1993 - September, 1995
and was thereafter associated widi another Company as President
of a division. He joined the erstwhile Graphite India Limited in
June, 2001 and was elevated to the post of Executive Director in
September, 2001.
Other Directorships - NIL

benefits of paperless trading. ii. Mr. Bhaskar Mitter aged 82 years, Bar-at-law from London, has

k. The Company had fully redeemed 7,20,000 16% Non Convertible expertise in laws governing companies. He is intimately connected

Debentures of Rs. 100/- each on 06.05-1999. Members who are with the business world and has acquired vast experience over the

still holding such debentures and have not surrendered the same, whole tange of business operations. He is a past President of

are advised to surrender these debentures to the Company duly Associated Chamber of Commerce & Industry of India and was a

discharged, to enable the Company remit the proceeds. Director amongst others of Reserve Bank of India, Life Insurance
Corporation, Unit Trust of India and ICICI Limited.
1. Members are requested to affix their signature at die space provided
in the attendance slip annexed to the proxy form and hand over Other Directorships
the slip at the entrance of the place of meeting. Name of the Company Position
m. Members are requested to notify change in their address, if any, 1 Eveready Industries Limited Director
immediately to the Company's Registrar, I1T Corporate Services 2 Exide Industries Limited Director
Limited, Unit: Graphite India Ltd., Protoprima Chambers, 2nd 3 Flender Limited Director
Floor, Suren Road, Andheri (E), Mumbai - 400 093. 4 Gloster Jute Mills Limited Director
5 Oriental Carbon & Chemicals Limited Director
EXPLANATORY STATEMENT PURSUANT TO SECTION 173 6 Upper Ganges Sugar Mills Limited Director
OF THE COMPANIES ACX1956
Other Committee Membership
ITEM NO. 6 to 10
Name of the Company Committee Position
Mr. N. Venkataramani was appointed as an additional director by the
1 Eveready Industries Limited Audit Committee Member
Board of Directors of the Company w.e.f. 29th November, 2001.
Investors Grievance Committee Chairman
Mr. Bhaskar Mitter, Mr. Pradip Kumar Khaitan, Mr. Sanjiv Goenka
Remuneration Committee Chairman
and Mr. Navin Suchanti were appointed by the Board of Directors of
2 Exide Industries Limited Audit Committee Member
the Company as additional directors w.e.f. 8th June, 2002. In accordance
Remuneration Committee Chairman
with the provisions of Section 260 of the Companies Act, 1956 and
3 Oriental Carbon & Chemicals Ltd. Remuneration Committee Member
Article 177 of the Articles of Association of the Company, they hold
6. Mr. N. Venkararamani as Whole-time Director is concerned or
interested in the resolution. No other Director is concerned or
interested.
ITEM NO. 12.
Late A. K. Jain, Executive Director of the erstwhile Graphite India
Limited (who expired on 30th January, 2002) had undergone three
major surgical operations for a major ailment, while he was in die services
with the Company. The Company, had with the approval of its Board
of Directors, incurred a sum of Rs 12,31,221/- towards the medical
expenses. After adjusting amount against his medical entitlement and
claim received from the insurance company, an amount of Rs 6,88,064/-
was incurred which was in excess of his contractual remuneration as to
medical benefit.
In view of his long meritorious services to the Company, the Board had
at its meeting held on 30th November, 2001, approved and ratified the
excess amount of Rs 6,88,0647- incurred, subject to approval of the
members of the Company. The resolution is therefore recommended
for approval by the members. None of the directors are concerned or
interested in the resolution.
ITEM NO. 13.
Section 309 of due Companies Act, 1956 ("the Act") enables the Company
to authorise payment of remuneration byway of commission on net
profits to Directors of the Company who are neither in the whole-time
employment nor Managing Director(s) 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 die Act, remuneration by way of commission
payable to such directors shall not exceed -
i) one percent of the net profits of the Company, if the Company has
a Managing or Whole-time director or Manager.
ii) three percent of the net profits of the Company, in any other case.
Such payment of commission however requires approval of the
members of die Company by way of special resolution. 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 the Managing Director
nor the Whole-time director, as the Board in its discretion may
decide, subject to necessary approvals.
All the directors (except Mr. N. Venkataramani) may be deemed
to be concerned or interested in the resolution.
By Order of the Board
For Graphite India Limited
Kolkata, B.Shiva
Date: June 8, 2002 Company Secretary
 iii. Mr. Pradip Kumar Khaitan aged 62 years, B.Com, L.L.B., Attorney- Kolkata and immediate past President of Confederation of
at-Law (Bell Chambers Gold Medalist) is an eminent legal personality Indian Industry.
in the country. He is a member of the Bar Council of India, Bar
Council of West Bengal, Incorporated Law Society, Kolkata and Other Directorships

Indian Council of Arbitration, New Delhi. His areas of specialization Name of the Company Position
are Commercial and Corporate Laws, Tax Laws, Arbitration, 1 RPG Enterprises Limited Director
Intellectual Property, Foreign Collaboration, Mergers and Acquisition,
2 CESC Limited Director
Restructuring and De-mergers. Mr. Khaitan is on the Board of
several well-known Companies in India. 3 Phillips Carbon Black Limited Director

4 Saregama India Limited Director

Other Directorships
5 Spencer & Co. Limited Director
Name of the Company Position
6 Spencer International Hotels Limited Director
1 Bata India Limited Director
7 Harrisons Malayalam Limited Director
2 CESC Limited Director
8 Balagarh Power Co. Limited Director
3 Dalmia Cement (Bharat) Limited Director
9 Noida Power Co. Limited Director
4 Electrosteel Castings Limited Director
] 0 RPG Guardian Limited Director
5 G 1 S Limited Director
11 Foodworld Supermarkets Limited Director
6 Hindustan Motors Limited Director
12 RPG Cellular Services Limited Director
7 India Glycols Limited Director
13 Great Wholesale Club Limited Director
8 Lanco Kalahasthi Castings Limited Director
Other Committee Membership - NIL
9 OCL India Limited Director
Name of die Company Committee Position
10 Pilani Investment & Industries Corpn. Limited Director
1 CESC Limited Audit Committee Member
11 South Asian Petrochem Limited Director
Investors' Grievance Committee Chairman
12 Woodlands Hospital & Medical Research Centre Limited Director
2 Saregama India Limited Shareholder Grievance Committee Chairman

Other Committee Membership Compensation Committee Member

Name of the Company Committee Position v. Mr. Navin Suchanti aged 48 years, B.Sc.(Hons-) having more
than 28 years of experience in finance management, advertising
1 Bata India Limited Shareholder Grievance Committee Chairman
and marketing.
Remuneration Committee Member

2 CESC Limited Finance & Forex Committee Member Other Directorships

Name of the Company Position

3 Hindustan Motors Limited Audit Committee Member
Executive Committee Member 1 Pressman Advertising & Marketing Limited Directot

Investors Grievance Committee Member 2 Pressman Estates & Investments Limited Director

4 India Glycols Limited Audit Committee Chairman 3 NuCent Finance Limited Director

4 Sinclairs Hotels & Transportation Limited Chairman

5 Pilani Investment &C
Industries Corpn. Ltd. Audit Committee Member 5 NuCent Share & Stock Broking Services Limited Director

6 NuCent Securities Limited Director

6 South Asian Petrochem Ltd. Project Management Committee Member
Audit Committee Member 7 Prima Communications Limited Director

8 Dubreuil Pressman Limited Director

iv. Mr. Sanjiv Goenka aged 41 years, noted industrialist. Vice-Chairman
9 Corporate Management Services & Research Limited Director
of RPG Group, one of India's top industrial houses whose core
activities include power, tyres, entertainment, retail and content. 10 Son-et-Lumiere Art Gallery Pvt. Limited Director

He is a member of Prime Ministers Council on Trade & Industry, 11 Paramount Owners Syndicate Pvt. Limited Director
Chairman, Board of Governors of Indian Institute ofTechnoIogy, 12 Reliance Jute Mills (International) Limited Director
Kharagpur, Member Board of Governors, International Management
13 Pressman Advertising Limited Director
Institute, New Delhi, Honorary Consul of Canada in
Other Committee Membership
Name of the Company Committee Position
NuCent Finance Limited Audit Committee Member
Investors' Grievance Committee Chairman
Sinclairs Hotels &
Transportation Limited Audit Committee Member
Investors' Grievances Committee Chairman
None of the directors of the Company except Mr. N. Venkataramani,
Mr. Bhaskar Mitter, Mr. Pradip Kumar Khaitan, Mr, Sanjiv Goenka
and Mr. Navin Suchanti are concerned or interested except in the
resolution concerning their respective appointments.
ITEMNO.1J.
Mr. N. Venkataramani was appointed as President of the erstwhile
Graphite India Limited with effect from 14th June, 2001.
Ar a meeting of the Board of Directors of the erstwhile Graphite India
Limited held on 19th October, 2001, Mr. N. Venkataramani was
appointed as an Additional Director and also as the Whole-time Director
of the Company designated as "Executive Director" for a term of five
years with effect from 19th October, 2001 at the remuneration and on
the terms and conditions contained in the letter dated October 19,
2001.
With the amalgamation of erstwhile Graphite India Limited with the
Company which became effective on May 8, 2002, the services of
Mr. Venkataramani has been taken over by the Company on the same
terms and conditions on which he was employed in erstwhile Graphite
India Limited.
The approval of the members is accordingly being sought for appointment
and payment of remuneration to Mr. Venkataramani as the Whole-time
Director as per the resolution. Copy of the letter dated October 19,
2001 is open for inspection at the Registered Office of the Company
on all working days of the Company between 10.00 a.m. to 12 noon
upto the date of the meeting and also at the meeting.
The abstract of the terms and conditions of appointment of
Mr. Venkataramani as Executive Director as contained in the said letter
with memorandum of interest is set out below:
1. The appointment of Mr. N. Venkataramani as a Whole-time
Director designated as 'Executive Director' of the Company is for
a period of five years w.e.f. 19th October, 2001.
Mr. N. Venkataramani shall devote the whole of his time and
attention to his services as Whole-time Director of the Company
and shall under the superintendence, control and direction of the
Board perform die duties and exercise the powers as may from time
to time be entrusted to or conferred upon by the Board.
2. In consideration of his services as Executive Director,
Mr. N. Venkataramani shall receive the following by way of
remuneration:
i) Salary: At the rate of Rs 40,000 (Rupees Forty Thousand only) per
month or such higher sum as may from time to time be determined
by the Board.
ii) Perquisites: Such perquisites and allowances as are or may from
time to time be allowed to senior Executives of the Company as
may from time to time determined by the Board.
Provided if in any financial year during his term of appointment
hereunder, the Company has no profit or its profits are inadequate,
he shall for that year be entitled to the above remuneration or such
lower remuneration as may from time to time be determined and
allocated by the Board depending upon the effective capital of the
Company for the time being as per Explanation I to part II of
Schedule XIII of the Companies Act, 1956 (hereinafter referred to
as "the Act") or any statutory modification thereof:
Provided further that die following perquisites shall not be included
in the computation of the ceiling on remuneration in any financial
year if the Company has no profit or its profits are inadequate in
that financial year:
a) contribution to provident fund, superannuation fund or annuity
fund to the extent diese either singly or put together are not taxable
under the Income-tax Act, 1961.
b) gratuity payable at a rate not exceeding half a month's salary for
each completed year of service
and
c) encashment of leave at the end of the tenure.
iii) In addition to the above, he shall also be entided to such commission,
if any, as may be determined by die Board provided that the aggregate
of the salary, perquisites and commission for any financial year shall
not exceed 5% of the net profits of the Company for that year
computed in the manner referred to in Section 198(1) of the Act.
3. He shall be entitled to earned/ privilege leave on full pay and
allowances as per the Rules of the Company.
4. Notwithstanding anything herein contained either party, shall be
entitled to determine his appointment by giving three months'
notice in writing in that behalf to the other party and on the expiry
of the period of such notice, his appointment shall stand terminated.
The Company shall also be entitled to terminate his appointment
on giving him three months' salary as specified in clause 2(i) above
in lieu of three months' notice required to be given under this
clause.
5. The appointment and remuneration of Mr. N. Venkataramani as
the Whole-time Director of die Company (designated as "Executive
Director") requires the approval of the members of the Company
in general meeting in terms of paragraph (1) of Part III of Schedule
XIII to the Act.
 GRAPHITE INDIA LIMITED
(Formerly CARBON EVERFLOW LIMITED)

REGD. & H.O.: 31, CHOWRINGHEE ROAD, KOLKATA700 016

PHONE : (033) 2265755/4942/4943/5547/2334/3729, 217 1145/1146
FAX : (033) 249 6420, E-MAIL: graphite@giascl01.vsnl.net.in
Mumbai Off.: Bakhtawar, 2nd Floor, Nariman Point, Mumbai 400 021.

Dear Shareholder,

Sub : Payment of Dividend through Electronic Clearing Service (ECS) / Bank Mandate

The Company offers its shareholders, the facility for receipt of dividend through Electronic Clearing Service (ECS). The banker with
whom the Company has made arrangement for disbursement of dividend has offered the facility at the following 15 locations.

Ahmedabad, Bangalore, Bhopal, Bhubaneshwar, Kolkata, Chandigarh, Chennai, Hyderabad, Jaipur, Kanpur, Mumbai, Nagpur, New
Delhi, Pune and Thiruvananthapuram.

Under ECS facility, our banker issues instructions electronically to your bankers to credit your account with the amount of dividend
payable on your shares and indicate the credit entry as "ECS" in your Pass Book / Bank Statement, without issuing or handling any
paper instrument/warrant. An advice of such credit is also sent to you directly after the transaction is effected. The advantages of this
system are that the fraudulent encashment, loss of dividend warrant in transit, delay in delivery of the dividend warrant etc. are
eliminated. In case, ECS facility is not made available to you by the Company at a particular centre or the amount payable to you
exceeds Rs. 5,00,000/- the dividend amount due to you would be remitted by means of a dividend warrant which would be posted
to your address with the particulars of the bank/branch and account number furnished by you duly incorporated on it.

In view of the benefits the ECS facility offers, we request you to avail this facility by filling the Form and returning the same directly
to our Registrar & Transfer Agents viz; M/s. TIT Corporate Services Ltd., Unit: Graphite India Ltd., Protoprima Chambers, 2nd Floor,
Suren Road, Andheri (E), Mumbai - 400 093 along with a photo copy of a cheque pertaining to the Bank Account where you would
like the amount to be credited, at the earliest. Forms received in this regard upto 25th August, 2002, would be considered for payment
of dividend for the Financial Year 2001-2002 through ECS.

In case, you hold the shares in electronic form, kindly give the Bank details to your Depository Participant.

Assuring you of our best attention at all times.

Yours faithfully,

For Graphite India Limited

(Formerly Carbon Everflow Ltd.)

B. Shiva
Company Secretary
 FORM FOR ECS MANDATE / BANK ACCOUNT PARTICULARS

To,
M/s. IIT Corporate Services Ltd.
Unit: GRAPHITE INDIA LIMITED
(Formerly Carbon F^verflow Led.)
Protoprima Chambers, 2nd Floor,
Suren Road, Andheri (E),
Mumbai 400 093.

Dear Sir,

I/We do hereby authorise Graphite India Ltd.

print the following details on my / our dividend warrant

Credit my dividend amount directly to my Bank account by ECS.

DP ID Nn. :

Clienr ID No. :

Particulars of Bank Account :

a) Name of the Bank

b) Branch name
Address

c) 9 digit Code Number of the Bank and Branch as appearing on the MICR cheque issued by the Bank

d) Account Type : (Saving/ Current/Cash Credit)

e) Bank Ledger No./Bank Ledger Folio No. (if any)

f) Account No. as appearing on the cheque book

I hereby declare that the particulars given above are correct and complete. If the payment transaction is delayed or not effected at all
for any reasons, I would not hold the Company responsible. I have read the above referred terms and agree to discharge my responsibility
as a participant under ECS.

Dated : (Signature of the Sole / First Holder)

Certified that the particulars furnished above are correct as per our records,

Signature of the Manager of the Bank with Bank Seal

NOTE : TO ENSURE ACCURACY OF DETAILS AND AVOID ANY FRAUD, PLEASE GET THIS FORM DULY ATTESTED
BYTHE MANAGER OF THE BANK AND ALSO ENCLOSE A PHOTOCOPY OF THE CHEQUE. PLEASE RETURN THIS
FORM DULY COMPLETED TO THE REGISTRAR & TRANSFER AGENTS AT THE EARLIEST.
 PRAPRTTJ?
L
TlVniA T TMTTPFI <FORMERLYCARBONEVERFLOW LIMITED)
VJ*V/\r ni & H^li-HA L/11V11 L &U Regd. office: 31, Chowringhee Road, Kolkata 700 016

PROXY
I/We .. _. . .— of _ in the district of

being member / members of Graphite India Limited, hereby appoint

—— of —__ — in the district of

or failing him of - . in

the district of — of failing him — in the district

of — _ . — ._ as my/our proxy to vote for me/us, on my/our behalf at the 27th Annual General
Meeting of the Company, to be held on Tuesday, the 27th August, 2002 and at any adjournment thereof.

Dated this _._ .__ .... ._._ day of 2002.

Signed by the said __ .... __

Affix
30 paise
Folio No./ DP-ID & Client ID No. . . . Revenue
Stamp

Signature
Notes: 1. Please affix appropriate revenue stamp before putting Signature. 2. The proxy and the power of attorney (if any) under
which it is signed or a notarially certified copy of that power must be deposited at the Registered Office of the Company at 31,
Chowringhee Road, Kolkata 700 016 not less than 48 hours before the time for holding the Meeting.

(FORMERLY CARBON EVERFLOW LIMITED)

GRAPHITE INDIA LIMITED Regd. Office: 31, Chowringhee Road, Kolkata 700 016

ATTENDANCE SLIP
THIS ATTENDANCE SLIP DULY FILLED IN IS TO BE HANDED OVER AT THE ENTRANCE OF THE MEETING HALL

Name of the attending Member

Folio/DP-ID & Client ID Number _..

No. of shares held _. .. ... ... .._ — — —

Name of the Proxy (in Block letters, to be filled in if the proxy attends instead of the Member) _.__ .

I hereby record my presence at die 27th Annual General Meeting of the Company being held at Kala Kunj Auditorium of Sangit Kala
Mandir Trust, 48, Shakespeare Sarani, Kolkata 700 017 on Tuesday, 27th August, 2002 at 10.00 A.M.

Signature of the Member/Proxy present*

* To be signed at the time of handing over this slip.

was carried out for
broad reasons.
») To consolidate the
existing strengths within
the Group.

*> To create globally

competitive strengths —
costs, skills and
capacities.

> To enhance shareholder

value.
Strengthen
x—n O
its
*) Product optimization: Each plant
will now be permitted to focus on
its core competence rather than
manufacture the entire product range,
leading to product specialization.
The three plants will be able to
complement their strengths with a
view to optimize costs and increase
efficiencies and revenues. The plants
will also be able to service customers
closest to them. The complement of
these two initiatives will reduce the
delivery schedule and strengthen
service quality.
O Market rationalisation: The merged
company's plants are situated at various
locations across India. Some will be
better equipped to address the
growing demand from within the
country, while others will be better
placed to service exports. This
prudent allocation of capacities to
service specific markets is expected
to rationalise freight, accelerate
despatch turnaround and strengthen
customized product development.
*) Best practices: The merged company
will be in a better position to pool
learnings from the best practices
followed across its plants and translate
them into an enhanced product quality
and production efficiencies.
*J Superior negotiating ability: Since
the merged company possesses a
higher installed capacity of 33,000
tpa, it will be able to negotiate stronger
with equipment and raw material
vendors as well as with customers.
O Improved financial management: In
the merged company, a centralized
purchase process will strengthen
inventory-management, reduce the
working capital ouday and rationalise
interest outflow.
 Create a stronger
•*- t Graphite, the merger was a befitting
response to an industrial recession.
So even as a number of competitors got
weaker, your company emerged stronger.
The proof lay in the company's balance
sheet.
As on 31 March 2002, the aggregate net
worth of the company was Rs 318.85 cr
4
(excluding preference capital) and a
book value of Rs 108.52. Its debt-equity
ratio of 0.44 :1 (including only
long-term liabilities) and 0.96:1
(including all liabilities) was adequately
de-risked in a typically capital-intensive
industry, translating into an interest cover
of nearly 3.0.
As a result- even though selling prices
continued to decline, the company
finished with a comfortable operating
margin of 23.23 percent.
Just the platform from which the
company expects to enhance value for
shareholders over the foreseeable future.
 Create a stronger
* hrough the merger, Graphite Tndia
Limited will now be present in diverse
businesses like graphite electrodes,
calcined petroleum coke, Impervious
Graphite Equipment, GRP pipes and
tanks, power generation and speciality
products.
The merged business mix will translate the event of a downturn and enable it to
into a solid and sustainable financial unleash the full value of its potential
foundation on which the company will during a business uptrend.
find it easier to scale growth over the
And enhance value for shareholders in
foreseeable future. The prudent
the process.
combination oi value and volume
businesses will protect the company in
Leverage value from
LARGER CAPACITIES
n this modern-day business
environment, global domination is
primarily derived from a large
manufacturing capacity.
In a number of ways.
Large capacities enable a stronger
coverage of fixed costs. They enable
higher conversion efficiencies to be
achieved. They facilitate a stronger
negotiation process with vendors and
customers. They enable a wider product
variety to be manufactured.
At Graphite, this enhanced capacity has
been achieved through a periodic and
intelligent equipment de-botdenecking.
As opposed to expensive greenfield
investment, these capacity increases were
made at substantial discounts to the
prevailing industry benchmarks. This
rationalized the company's capital cost
per installed tonne and strengthened its
competitive edge.
Over the foreseeable future, the company
expects to leverage its longstanding
technology insight and enhance
production capacity by an incremental
20 percent at a minimal cost.
Leading to an enhanced shareholder value
in the process.
 Create a wide
he merged company immediately
possesses an export footprint over
50 countries.
This international exposure will not only
help the company penetrate deeper into
the markets of its presence but also enable
it to market a number of other products supplies graphite electrodes customized
in the same geographies. to the demanding requirements of leading
international customers like Nucor and
In doing so, the company expects to
Pechiney,
leverage its already existing culture of
high quality and committed customer
service. For instance, the company
Nucor Corporation

ARCELOR

Is/tat International

Thyssen Group

Sidenor

Group

INI Steel

Pechiney

Qatar. Steel

Bender

Krakatau Steel
 Enhance value from
\'nergy management is critical in a
business where the manufacture of a
tonne of electrode consumes
approximately 6,500-7,000 units of
electricity.
As a result, the company consumes
approximately 40 MW of power across
its four locations. It has installed 13.5
MW of multi-fuel power generating sets
Jl2
at two locations and 18 MW of hydel considerably lower than the grid cost.
power capacity in Karnataka. It is also
Over the foreseeable future, as the grid
adding another 1.5 MW of hydel power
cost of electricity is expected to rise, the
capacity in Karnataka by September
company's cost per unit of electricity is
2002.
expected to decline following the
This prudent backward integration repayment of loans.
enabled the company to rationalize its
Leading to an enlarged value for
cost of production. The cost per unit of
shareholders in the process.
power generated by the company is
Leverage the value from
t Graphite, carbon composites
represent the top end of its business
portfolio. They stay inert at high
temperatures and are ideal in a number
of industrial uses.
Graphite makes speciality grade carbon
composites at its Bangalore unit. Their
growing demand enables the company
to increase the proportion of high margin
produces in its turnover.
To accelerate product development in
this niche area, the company has entered
into a collaboration with the Defence
Research Development Laboratory
(Hyderabad) and also continued to invest
in its in-house research capability.
Over the years, some of the products
developed by the company have included;
*) Flexible graphite sheets: Used in
engine head and exhaust manifold gaskets
in automobiles.
*1 Isostatically molded graphite.
*) Graphite felt: Used in furnace
insulation.
*) Glassy-carbon: Used in high-end
chemistry crucibles.
*) High purity graphite: Used in the
industrial manufacture of synthetic
diamonds.
®J Colloidal graphite: Used as a die
lubricant in steel and other forging
industries.
s
l Carbon composites: Used in aircraft
brake discs, high-speed railway coach
brake pads, automobile brake pads
and rocket and aerospace
applications.
The company expects to enhance value
for its shareholders through progressive
product development and
commercialization over the foreseeable
future.
What we
ACHIEVED IN 2001-02

0 Revenues and profits of Rs 368.44

cr and Rs 33-70 cr respectively.

*} Exports of Rs 196.71 crwere

registered.

*/ The company embarked on the

development of new speciality
products like flexible graphite sheets
and tubes.

*1 The company achieved an average

capacity utilization of nearly
100 per cent in its electrodes division.

*J The company had an export presence

in over 50 countries.
 ipmirop tin in ,1.1 i

p s i - \\~-pri] \ ] [ r i H i i ' ) s ( | n ^

,
] i i > i : J r pur

in 1 v \ u i \

'" J ^^-^m.

^
Ten minutes with the chairman

i Ye,s and no. I was satisfied because despite a competitive industry and a global slump
and fewer customers, the company posted its highest-ever bottom line of Rs 33.70 cr
in 2001-02. The company succeeded because it reduced costs through various initiatives.

2 One of the many negative fallouts of the 9/1 1 disaster was - as I'm sure everyone is
aware - a deeper recession within the US steel industry with nearly 32 companies filing
for bankruptcy. This resulted in several customers defaulting on their payments.
The company has made an appropriate provision on this count in the balance sheet for
2001 -02. In retrospect, 1 feel that the company could have sold more tonnage and
reduced inventories ro generate higher profits.

Through aggressive cost-reduction and a higher productivity which was reflected in a

stronger input-output ratio. For instance, we improved our yields in the electrode plants
and negotiated better with our raw material vendors. We also prepaid high cost debt
and reduced the cost of working capital.

Chinese imports have been worrying. Their possession of a large domestic market gives
them the advantage of selling at high prices within their country and exporting at lower
prices. Until now, Chinese supplies have been inconsistent in terms of quality and
timeliness. However, we are under no illusions: we recognize that the Chinese will
improve in quality and we need to be prepared with more effective counter-measures
than just anti-dumping duties. To strengthen our competitive edge, we might consider
a manufacturing presence in China.

Initially, business was slow as Impervious Graphite Equipment addressed critical

applications and buyers were wary ol changing their existing suppliers overnight. It took
time to establish credibility and the company is now well poised to register higher
growth. This is a promising division in our portfolio because technology is not easily
available to intending manufacturers. Besides, competition is thin and we possess the
entire product range. Our 18-year experience gives us a deep insight into trends,
manufacturing costs and pricing. It also provides us with the operational capabilities
to customi/e products. Going forward, there is adequate room ro occupy the third place
within a global industry where there are only two principal players.

We intend to continue with this product over the foreseeable future. This division is
debt-free and has negligible overheads. There is intense competition for GRP pipes in
India and the company is consistently lowering its cost of production as an effective
counter-strategy.
To create a strong and progressively de-risked organization, we have taken the following
initiatives:
*) Consolidation of power capacities across varied locations with the objective to add
incremental hydel power capacities and emerge self-sufficient.
"I Production of a greater quantity of speciality graphite and carbon products to enhance
value-addition.
*) To enhance international presence to insulate it from industry downturns and
customer defaults.
*) To work with financial agencies to de-risk its export receipts.

Steel prices rose in the first quarter of 2002-03 and this trend needs to sustain to translate
into higher realizations for the company. The lead-time for orders and delivery is
considerable and the first nine months will continue to be difficult. However, we expect
to insulate ourselves from a meltdown through these initiatives: through the development
of electrodes of 28 inch diameter, the introduction of more non-capital intensive and
value-added speciality products, through establishment of US and European warehouses
for speedy product distribution, higher realizations and a low customer inventory.

The company expects to leverage its vast knowledge of graphite to make value-added
Impervious Graphite Equipment and speciality products like aircraft nozzle and brake
lining. As a result, we expect to emerge as a stronger graphite-based company through
the prudent migration to niche and value-added products.

The company expects to raise installed capacity through de-bottlenecking, realign the
existing capacities between the various plants to raise production and add capacity through
manufacturing alliances (may transpire in the foreseeable future) and inorganic options.

I am glad you asked. Unlike in the past, The company will invest its surpluses in graphite-
related businesses only. Besides, we believe that the low market capitalization is a result
of a slump in the steel industry and should improve when the recession blows over.

With an installed capacity of 33,000 tpa, our Company even as of now is the largest
Graphite electrode producer in South East Asia. With its low cost of production, GIL
is uniquely positioned to join the global league of electrode producers with capacities
in the range of 50,000 tpa to 200,000 tpa. Our vision is to emerge amongst the top five
Graphite and Carbon product companies in the world by the year 2007.
 't Graphite India Limited, the merger
is expected to evolve Graphite into a
multinational of Indian origin. Over
time, the company expects to emerge
more competitive and more valuable for
the benefit of its stakeholders.
PRINCIPAL STRATEGIES
*J Low-cost capacity expansion.
') Low-cost manufacture.
*} Broad product basket.
*) Increased proportion of value-added
products.
*) Timely deliveries
o
*5 Presence in more global markets.
•I Global marketing alliances.
S. Low-cost capacity expansion
Graphite Is already the largest electrode
manufacturer in South East Asia and
expects to emerge as among the most
competitive large electrode manufacturers
in the world. The company expects to
achieve this through two means - the
organic addition of capacity at a negligible
incremental cost and inorganic capacity
creation at attractively low valuations.
2. Low-cost manufacture
Through its prudent investment in
capital assets (the low-cost generation of
captive power) and technologies, the
company strengthened its competitive
position in the marketplace. For instance,
the company's investments in new
lengthwise graphitisation furnaces
rationalised energy costs by nearly 900
units per tonne. The company expects
to invest aggressively in assets,
technologies and alliances (with raw
material suppliers to indigenously develop
critical raw material) to reduce costs and
strengthen its competitive position.
3. Broad product basket
Graphite intends to be a vendor of first
 raphite India Limited

phite and carbon ower ers

1. GRAPHITE ELECTRODES include the regular power grade, the
The graphite electrodes industry is higher power grade and the ultra high
dependent on demand from the steel power grade (UHP). These enable the
industry. As a result, the performance of company to address steel makers with
the steel industry determines that of the various capacities: for instance, UHP
graphite electrodes industry - in India electrodes are used in highly productive
and abroad. ultra high power electric arc furnaces.
Graphite accounts for more than 50 per
Electrode manufacturing process
cent of the country's electrode
At the extrusion stage, the hot blended
production. The company's region-wise
mix is extruded in a hydraulic press to
sales :
the required size to form 'green
electrodes'. At the baking / rebaking
India Percent
stage, green impregnated electrodes are
baked in a specially designed furnace to West 37
a pre-determined time-temperature cycle East 34
depending on the size and grade. In the North 19
graphitising stage, the amorphous carbon South 10
in the baked product is converted to Total 100
crystalline graphite in electrical resistance
furnaces at temperatures upto 2800
degrees Celsius. In the machining leg, 37
electrodes and nipples are machined on
precision special purpose machine tools
to ensure a perfect joint. At the packing
and shipment stage, only the quality-
approved material is packed for shipment.

Graphite electrode market overview

There are two principal manufacturers
of graphite electrodes in India. Thanks
to the merger, GIL has emerged as SE
Asia's largest electrode company. Graphite electrode international market

At Graphite, electrodes are manufactured The size of the international electrodes

at Nashik, Durgapur and Bangalore. The market is nearly 800,000 tpa. The three
company manufactures almost the entire largest manufacturers are UCAR
range up to a diametric size of 24-inch. International Inc, SGL Carbon, and
The grades addressed by the company Showa Denko. More than 65 per cent
 of the company's production in electrode a decade ago, the consumption
2001-02 was exported. The bulk has now dropped to approximately 2.5
transpired in the value-added UHP kgs of electrode and is headed towards
category. The company's export pattern a consumption level of 1.5 tonnes.

On the other hand, the use of the

Region Percent EAF route in steel making increased
over the conventional blast furnace
Europe 45
technology. The company expects to
Middle East and Africa 21
capitalize on this ongoing trend through
Oceania and SE Asia 19
the production of an international
North and South America 15
quality product at competitive prices
Total 100
and accompanied by a confidence-
enhancing service (the development of
a diagnostic tool that optimizes
45
performance levels, voltage patterns and
electricity distribution). As a result,
complaints and equipment downtime
19 declined and translated into repeat
business from customers, a feature
that is expected to continue into the
long-term.

India: India is the tenth largest steel

User industry overview
Over the years, steel companies have
rationalized the use of graphite electrodes
through superior EAF technologies: while
one tonne of steel required 4.5-5 kgs of
producer in the world. It produced 29.5
millions tonnes of crude steel and 26.5
MT of finished steel in 2001. Over the
last five years, overcapacity, poor demand
and lower international tariffs translated
into lower prices and profits for domestic

Product-wise finished steel consumption

('000 1) 1996-97 1997-98 1998-99 1999-00 2000-01 %CAGR

Pig iron 2910 2637 2782 2910 3177 2.2

Bars & rods 7619 7588 7756 8407 9268 5.0
Plates 1622 1572 1602 1392 1833 3.1
HRC 4865 5109 5070 6446 7116 10.0
CRC 3071 3410 3319 4057 4196 8.1
GP/GC 951 1017 1045 1186 1107 3.9
.Source: Industry sources
manufacturers. Even though
consumption grew 7.6 per cent in 2001,
most reported poor bottomlines.
Optimism is based on the premise that
more steel will need to be consumed for
India to achieve the targeted gross
domestic product growth of 8 per cent
as steel consumption and GDP growth
are closely linked.
International: Steel was one of the worst
hit commodities in the post-9/11
economy. Steel prices touched a 20-year
low and the industry grappled with a
substantial overcapacity (nearly 835
million tonnes was produced and 721
million tonnes consumed in 2001).
The optimism comes from the fact that
China and the EU have emerged as large
buyers in recent months. The nature of
steel as a product of practical and
functional use continues to be assured:
it continues to be an Ideal choice for
consumers because of its strength,
durability and cost-effectiveness. Besides,
steel manufacturers are making stronger,
lighter, safer and more affordable
products. For instance, studies have
proved that Chicago's Sears Tower could
be erected today with 35 per cent less
steel than was needed in 1974; today's
cars made of high performance steel are
lighter, safer and more fuel-efficient than
the cars of yesteryears; the increasing
production of canned material also
represents a growth area. From a
functional perspective, steel requires less
time and fewer dies to shape into a
finished product, translating into lower
manufacturing costs and a higher
affordability; galvanized steel resists decay,
corrosion, fire and floods better than any
other material; at 68 percent, steel
possesses a recycling rate that is higher
than aluminum, paper, plastic and glass
(more than 100 million tonnes of steel
was recycled in 2001).
2. CALCINED PETROLEUM COKE
As a prudent backward integration
initiative, Graphite procures raw
petroleum coke (RFC) and converts it
into calcined petroleum coke (CPC) at
its Barauni plant. CPC is the primary
raw material used in the manufacture of
electrodes. The Barauni unit possesses
an installed capacity of 25,000 tpa and
meets bulk of the domestic CPC
requirement. In addition to two grades
of CPC (the aluminum and graphite
grades), the Barauni unit also
manufactures carbon tamping paste
(used by the ferro alloys industry) and
carbon paste (used in various industrial
applications).
The principal raw material is RPC that
is purchased from various Indian oil
refineries. The RPC is crushed, put into
a rotary kiln and subjected to high
temperatures. The aluminum grade RPC
is calcined at 1000 degrees centigrade,
while graphite grade RPC is calcined at
1400 degrees centigrade, which converts
them into CPC.
 manufacture of graphite electrodes
consumes a high quantity of energy
(electricity and fuel oil). They account
for more than 30 per cent of the cost of
production. The company consumes
approximately 40 MW of power across
its four locations.
Production process Extrusion
Energy Furnace oil
Temperature 170 degrees
One tonne of electrode requires
approximately 6,500-7,000 units
of electricity. The following table
reveals the areas of high-energy
consumption in the electrode
manufacturing process:
The company procures electricity from
in-house and State Electricity Board
sources. Grid power costs have risen
steadily over the years across all the
states in which the company's plants
are located.
Cost reduction initiatives
To offset this rise, the company initiated
a backward integration programme - the
installation of captive multi-fuel power
generating sets and a hydel power plant.
The company installed 13-5 MW multi-
fuel power generating sets at its Nashik
and Bangalore plants (the Durgapur plant
draws electricity purely from the
Damodar Valley Corporation) and the
18 MW hydel capacity in Karnataka
generated approximately 50 million units
in 2001-02. A significant portion of this
was consumed by the company and the
rest was sold to private consumers.
Baking Graphitising Machining
Furnace oil Electricity Negligible
750 degrees 2,800 degrees
At Graphite, the hydel plant represents
a strategic strength as the cost of
generation was competitive at Rs 1.61
per unit in 2001-02. The hydel plant
was dependent on river water availability
for six months of the year.
The company has invested in another
1.5 MW hydel plant in Karnataka. This
plant will be commissioned by the second
quarter of 2002-03 and the power
generated from it will be directly sold to
the Karnataka Power Transmission
Corporation Limited (KPTCL).
The competitive edge
The company has generated substantial
savings from its captive power capacities.
Over the foreseeable future, the company
expects to strengthen its competitive edge
through increased investments in
conventional and non-conventional
power generation.

1. IMPERVIOUS GRAPHITE
EQUIPMENT
A number of 24-hour, process-oriented
plants generate excessive heat during
production. If this heat were retained
within the plant, it would be necessary
to periodically stop the plant, resulting
in production and material losses. Heat
exchangers (one of the Impervious
Graphite Equipment products) minimise
the shutdowns in the pharmaceutical,
chlorine (caustic soda and soda ash),
rayon, agro-chemical and fertilizer
industries.
Graphite manufactures heat exchangers,
ejectors, pumps and turnkey plants at its
Nashik plant. These heat exchangers -
largely applicable in corrosive industries
- diffuse the heat generated from
manufacturing through a series of
mechanical systems that control
temperatures at requisite levels during
various stages of manufacture.
The product
The division makes heat exchangers and
graphite pumps among others. The
company's turnkey services comprise
equipment design, critical engineering
and plant layout, product manufacture,
installation and commissioning and
customer training.
The inertness of graphite makes it an
ideal raw material. In heat exchangers,
for instance, the graphite is converted
into machined and engineered blocks -
these vary from being simple products
to turnkey solutions - based on customer
drawings.
OTHE
Strengths
The company's principal Impervious
Graphite Equipment strengths comprise:
*) Captive raw material availability:
This translates into a 20 per cent
cost advantage.
*) Low labour cost: This generates a 15
per cent saving against international
costs.
*J Value integration: The company's
operations are integrated from raw
materials to turnkey projects, an edge
in global markets.
*J Research and development: The
company possesses the insight to
conceptualize projects from design
to installation and testing.
O Innovation: The company pioneered
the use of PTFE (Teflon) as an
impregnating material in a
manufacturing process where 225-
250 degrees Celsius temperatures
were required to be maintained.
Better impregnation increased the
surface area for heat transfer,
improved heat exchanger efficiency
and strengthened customer value.
*1 Service team: The company's service
translated into complete solutions,
EPC activity, attendance to customer
needs and the development of
reasonably-priced indigenous spares.
*) International approval: The
company's facilities are certified by
international agencies like Lloyds of
London and BVQI.
 Opportunities
Heat exchangers and allied products are
used by the fertilizer and chlor-alkali
industries, which are not growing
aggressively within India today. The
international prospects of the product
are better since the company's existing
product range is well accepted and these
markets provide room for new product
development.
In the area of new product development,
the company expects to develop value-
added turnkey plants. The company
intends to manufacture hydrochloric acid
synthesis units, multi-stage sulphuric
acid evaporation systems and is
examining the possibility of developing
reactors for benzene chlorination.
2. GIASS REINFORCED PLASTIC
PIPES AND TANKS
Graphite manufactures glass-reinforced
plastic pipes (GRP pipes) and tanks at
its Nashik plant. The GRP pipes division
was a collaborative effort with Veroc
Technology A/S Norway, a subsidiary of
Owens Corning Fibre Glass (USA).
GRP pipes are made from glass fibre
(borosilicate), resins and bonding
Customer-committed
metres ~ large by any standards. •••••• ;-v V ;
The company had never mdmtjactt^d^
of this customized andcompMc&e^p^jSj^^
impregnation and porosity c&uldpotm^Mffy |.
hazardous consequences. GE Nttkevbftjk
only four months. ' • • .-. £..._.^ £ra
material. GRP pipes are used in the
transportation of water, seawater, sewage,
effluents and other discharges. GRP tanks
are useful in the storage of flammable
fluids in the petroleum industry.
GRP pipes are used as pipelines in rural
watet programmes, city sewage, effluent
disposal schemes and industrial
applications. A number of infrastructure
projects in India funded by the World
Bank and the IMF have also accelerated
offtake.
GRP's principal customers comprise
industrial development corporations like
the Maharashtra Industrial Development
Corporation (MIDC), Gujarat Industrial
Development Corporation (GIDC),
public sector undertakings and public
health engineering departments (PHEs).
GIL is the only Indian company to
possess BIS and ISO 9002 certifications
for its GRP pipes unit. The company
manufactures a vast range of GRP pipes
- upto diameters of 2400 mm (8 feet).
The principal competition for the
product comes from cast iron pipes,
ductile iron pipes, pre-stressed concrete
and mild steel pipes.
Strengths
*) Non-metallic: It does not corrode
and is long-lasting.
*) Light weight: They are easy to install
as they are five times lighter than
steel pipes.
*) Lower transportation costs: Since the
pipes are light, they can be
manufactured to larger lengths. CI,
DI and MS pipes are normally 5.5
metres long; GRP pipes can be
manufactured up to 12 metres in
length, reducing transportation costs
in the process.
») Efficient: Up to 400 metres of GRP
pipes can be installed in one day
because of their light weight - half
the time needed to install
conventional pipes. Their joining
takes about 15 minutes as against an
hour for conventional pipes.
*) Customised: These pipes can be
customized to precise customer
requirements.
*) Low pumping cost due to very low
co-efficient of friction compared to
cast iron, pre-stressed concrete and
mild-steel pipes.
Track record
*) The company installed pipelines
across 18 kms in 50 days in 1995-
96, a record at the time.
*) Two pipes with diameters of 1100
and 1200 mm and a length of 18
kms were installed for IPCL in 100
days.
*} GRP pipes were laid three kms off
the coast of Mumbai with a stiffness
of 20,000 Newton / M2, twice the
normal rate.
*J A 30-inch CI pipeline in Kolkata for
CMC was repaired with 600 mm
GRP pipes without large excavations
and traffic bottlenecks being
required.
Outlook
Graphite expects to capitalize on large
infrastructure investments being made
by the World Bank and IMF in India.
It has decided to market its products in
Gujarat, West Bengal and Andhra
Pradesh, which are growing faster than
the other markets.
Graphite provides turnkey solutions,
which covers value-added services like
installation and equipment inspection.
The company converts conventional
pipe users to GRP through intelligent
marketing, superior product quality and
value-added service.
Product: Tanks
GRP tanks contributed nearly 15 per
cent of the revenues of the division.
Metal in subterranean petrol storage
tanks rust over time especially in high
humidity areas leading to leaks. GRP
tanks do not rust and help keep the
environment safe.
Outlook
GRP tanks are more expensive than
conventional metal tanks. Upto the end
of 2001-2, the company had made nearly
450 installations across the country.
These tanks were sold largely to the retail
outlets of HPCL, IOCL, BPCL and
IOC, especially in the coastal regions.
The entry of the private sector - Reliance
Industries Limited, Oil and Natural Gas
Corporation, ESSAR and Numaligarh
Refinery - in the retail end of India's
petroleum industry is likely to expand
opportunities for GRP tanks. Since tanks
are not high-volume items like pipes,
the company intends to export them to
neighbouring countries.
 REVIEW
of Operations
companys performance in
2001-02 relates to that of the merged
company (effective from 1 April 2001)
while the performance in 2000-01 relates
to that of Carbon Everflow Limited. As
a result, the financial performance of the
two years is not strictly comparable.
Financial objectives
The company's objectives at the start of
the year included:
*) A reduction in manufacturing costs
and interest outflow.
*) A better working capital
management.
*l A reduction in overheads as a result
of the merger.
*J A higher return on rhe employed
capital.
Achievements
The company reduced overheads across
all locations by adopting a number of
initiatives ranging from lower fuel
consumption to improving machining
efficiencies. On the finance front, the
company swapped higher cost debt with
lower cost ones. It retired high cost loans
and procured lower cost FCNR (B)
loans. Consequently the company's
interest cover was a comfortable 2.97
as on 31 March 2002.
2001-02 vs 2000-01
In 2001-02, the company recorded
revenues of Rs 368.44 cr. Other income
comprised Rs 7.61 cr and was of a
recurring nature. Profit after tax was
Rs 33.70 cr. Cash flow was Rs 51.20 cr.
However, the figures of the two years are
not strictly comparable: as a result of the
merger, which came into effect from
1 April 2001. The numbers of 2001-02
are disproportionately higher than in the
previous year across a number of
parameters.
Margins
The company reported a pre-interest
margin of 23.23 percent in 2001-02.
Operating margins were under pressure
in 2001-02 due to lower graphite
electrode realisations. Though the
company reduced manufacturing costs,
the fall in selling prices was sharper.
The company reduced overheads across
all locations.
The company protected itself from a
reduction in realizations through an
effective backward integration
programme and cost reduction. The
principal initiatives reported by the
company included:
*^ Improved efficiencies in fuel
consumption,
*) Reduced manufacturing cycle times
across all processes,
*J Rationalising of processing
temperatures that resulted in lower
fuel consumption and costs,
•1 Improved CPC quality,
*) Import substitution with lower cost
domestic products
*) Improved manpower efficiencies,
*) Improved power consumption
efficiencies, and
O Improved machining yields.
Raw materials and manufacturing
The principal raw material in the
manufacture of graphite electrodes is
energy - almost 25 per cent of the total
production cost. The other raw materials
included Calcined petroleum coke,
Binder pitch, Impregnating pitch,
Furnace oil and Metallurgical coke.
Share capital
Graphite India Limited was merged into
Carbon Everflow Limited and the
company was renamed as Graphite India
Limited. For every 10 shares of the
erstwhile GIL, shareholders received
14 shares of Carbon Everflow Limited.
As a result, the equity capital of the
merged company became Rs 29.38 cr.
There are no warrants pending
conversion. The company has 12.5 per
cent Redeemable Cumulative Preference
Shares of Rs 100/- each worth Rs 5 cr,
redeemable in two equal installments in
2002-03 and 2003-04.
Reserves and surplus
Reserves and surplus were Rs 289.98 cr
as on 31 March 2002. Book value was
Rs 108.52 as on 31 March 2002.
Loans
Secured loans were Rs 176.56 cr and
unsecured loans were Rs 27.22 cr as on
31 March 2002. Total loans declined by
Rs 33 cr in 2001-02 following repayment
and this trend is expected to continue.
The loan portfolio of the company
includes both rupee loans and foreign
currency loans. The forex debt possess a
natural hedge against the company's large
export profile.
The merger resulted in the creation of a
stronger financial company, as reflected
in its financial leverage. The company's
debt-equity ratio was prudently low at
ill
 0.44 as on 31 March 2002, one of the
benefits of the merger. The company
expects to liquidate more loans and
strengthen its balance sheet over the
foreseeable future.
Gross block
The gross block of the merged company
was Rs 490.53 cr as on 31 March 2002.
Plant and machinery comprised
Rs 348.51 cr (71 per cent). The capital-
work-in-progress of Rs 7.28 cr
represented investments in the mini-
hydel power plant, among other items.
This plant is likely to be commissioned
by the first half of 2002-03.
Capital expenditure
The Rs 12 cr of capital expenditure was
made in the installation of balancing
equipment at all locations and investment
in the mini-hydel plant. Capital
expenditure plans for 2002-03 will be
limited to balancing equipment, the
completion of the hydel power plant and
in pollution control equipment.
Investments
The company had investments of
Rs 14.45 cr as on 31 March 2002, largely
on account of its investment in Carbon
Enterprises Limited, a subsidiary
company. The rest was made in various
securities.
Inventories
Inventories stood at Rs 138.53 cr on
31 March 2002 or 148 days of turnover
because the company manufactured at
a full capacity during the year under
review. Finished goods inventory was
worth Rs 45.31 cr. and work-in-process
was worth Rs 63.07 cr. These inventories
are expected to be liquidated following
an improvement in the steel and
electrodes market over the current year.
Debtors rose to around 81 days of
turnover in 2001-02 due to an
increasingly sluggish and competitive
marketplace. Since international
customers normally procured their
materials just-in-time, inventories had
to be nursed at the company's end. The
company made a provision for doubtful
debts of Rs 7.5 cr and wrote-off an
additional Rs 1.8 cr. The company
incorporated a superior credit risk
evaluation to minimize its debtors risk.
The company swapped higher cost debt
with lower cost ones. It retired Rs 25 cr
of 17 per cent debt, swapped 20 per cent
interest loans with 14 per cent ones and
prepaid high cost foreign currency loans
The company procured FCNR (B) loans
at 8.5-9.5 per cent on fully hedged basis,
contributing to lower interest costs. As
a result, the company's interest cover was
a comfortable 2.97 as on 31 March 2002.
Working capita!
Working capital accounted for 34 percent
of the company's total capital employed
in 2001-02. The proportion of working
capital in the business was influenced by
a long production cycle and a long
receivables cycle. Working capital (in
quantum terms and in proportion to the
company's turnover) are expected to rise
in the early part of 2002-03 to sustain
the large inventories and debtors, but
taper gradually from the second half as
offtake accelerates.
Loans and advances
The company has a loans and advances
position worth Rs 30.13 cr as on 31
March 2002. These include advances to
suppliers, deposits with Excise Authorities
and export incentive receivables.
.Current liabilities
Current liabilities accounted for Rs 57.01
cr on account of creditors who had
supplied material - imports, local
suppliers and expenses.
lax
As a result of the high profit, the
company paid tax well above the MAT
levels - at a tax rate of approximately
13.75 percent.
Forex
The company's considerable forex
revenues were managed in consultation
with bankers and forex consultants. The
company took advantage of fluctuations
depending on the state of the foreign
exchange market, resulting in currency
gains. The company reported a currency
gain of Rs 1.49 cr in 2001-02.
Research and development
The company commissioned its R&D
Centre in 1976 and today it enjoys the
recognition of the Government of India,
which entitles it to certain benefits. The
objectives of the R&D Centre comprise
an improvement in product performance,
an improvement in the quality of raw
materials and the development of new
products / substitutes. As a result, this
department assists ongoing operations
through the development of substitutes
for existing materials, ensures product
consistency, lowers process rejects,
improves end-product quality, enhance
efficiencies and lowers costs. Reputable
names like Indian Space Research
Organization (ISRO) and the Vikram
Sarabhai Space Centre outsource their
carbon composite components from the
company.
The company's carbon composite
development is the cornerstone of its
R&D activity. Most carbon composite
products were developed by the company
for the first time in India, adding to the
company's product basket. Thanks to its
captive research, the company also
manufactured a number of speciality
products including electrode mold stock
(variants used in the manufacture of
superior grade graphite products that
find applications in thermal, mechanical,
metallurgical, chemical and aerospace
industries). The sales of speciality
products are expected to grow in the
future as well.
Two-year
FINANCIAL DATA
Rs lacs
Particulars 2001-02 2000-01

Sales (excluding Excise Duty) 31896 14316

Operating Profit 7535 2567
Other Income 762 198
Interest 2797 957
Gross Profit 5500 1808
Depreciation 1751 531
Provision for Taxation
— Current year 515 230
— Defferred (136) -
Profit After Tax 3370 1047
Equity Dividend per Share - (Rs.) 2.50 2.50
Equity Dividend Amount
(including Dividend Tax) 734 344
EPS Basic (Rs.) 11.26 8.38
Debt Equity Ratio
(Long Term Liabilities) 0.44:1 0.35:1
Debt Equity Ratio (all Liabilities) 0.96:1 0.93:1
Fixed Assets 36417 8396
Investments 1445 2500
Current Assets 25114 12352
Total Assets 62976 23248
Loan Funds 20378 8195
Current Liabilities 7149 3006
Deferred Tax Liabilities 3064 -
Share Capital
- Equity 2938 1249
- Preference 500 -
Reserve and Surplus 28947 10798
Net Worth 31885 12047

Total Liabilities 62976 23248

Number of Exmployees 2294 710

Figures for 2001-02 includes those of the erstwhile Graphite India Limited and Carbon Investments Limited which were
amalgamated with the company with effect from 1 April 2001.
RATIOS

The ratios for GIL's 2001-02 performance have been highlighted below. The ratios of
2000-01 have not been provided since they relate to the erstwhile Carbon Everflow
Limited.

Key Ratios 1001-02

Operating margins - percent 23.23
Interest / Total Income - percent 7.83
Net profit / Total income - percent 9.44
Return on capital employed - percent 15.70
Interest cover-times 2.97
Debt-equity 0.44
Book-value - Rs 108.52
EPS-Rs 11.26
Cash EPS - Rs 17.22

Financial Performance Ratios Per cent

2001-02
Domestic Turnover / Total Sales 41.79
Export Turnover / Total Sales 58.21
Other income / Total Income 2.13
Raw material costs / Net Sales 42.77
Manpower costs / Total Income 9.85
Excise / Gross Sales 5.60
Interest / Total Income 7.83
PBDT/ Total Income 15.40
Depreciation / Total Income 4.90
Net profit / Total Income 9.44
Cash flow / Total Income 14.34
RONW (PAT / Net Worth) 10.56
Balance sheet ratios
Debtors turnover - days 81
Inventory turnover - days 148
Per Share data ratios
Earnings - Rs 11.26
Cash earnings - Rs 17.22
Dividend - Rs 2.50
 Risk
The company may not have a grand
vision of growth or the right strategy,
stunting prospects.
Graphite has a clear vision: to emerge as
one of the leading manufactures of
graphite electrodes and allied speciality
products in the world. It expects to retain
its SE Asian leadership across business
segments and benchmark its products
and services with the prevailing global
standards with a view to enhance
shareholder value. The company expects
to invest its accruals into its business and
strengthen its core competence.
The company may posses a poor mix of
businesses, affecting growth and profits.
The company's products are graphite-
centric, resulting in an adequate
exploitation of the company's intellectual
capital. The company's portfolio
comprises high value and volume
businesses, an effectively de-risked mix
in good markets and bad. This is
reflected in the company's performance
in 2001 -02 - a cash flow of Rs 51 cr
despite the year being one of the most
difficult in recent time?.
The company's prospects are largely
dependent on the performance of the
steel industry.
Risk mitigation
While it is true that the almost 80 per
cent of the company's revenues are
derived from sales to the steel industry,
the company has allocated a greater
corporate focus on the production of
value-added speciality products. Besides,
the increased focus on power generation
is expected to have two benefits: a lower
cost of production to strengthen the
company's competitive position as well
as direct revenues from the stable and
non-cyclic sale of power ro the state
electricity grid. As a result, the company
expects to reduce its exposure to the steel
industry to 50 percent by the year 2005.
An expansion in the global installed
capacity could affect the company's ability
to compete.
Risk mitigation
Electrodes demand has not grown
significantly over the last few years. In
such a scenario, the existing players
recognize that incremental capacities will
only enlarge the surplus in a price-
sensitive market. As a result, only
marginal capacities have been added. In
view of this, global alliances represent a
better alternative: the company expects
to enter into a long-term relationship
whereby it manufactures a large quantity
for global producers keen to outsource
low cost supplies.
REALIZATION RISK
A drop in realizations could affect the
company adversely.
Risk management
Over the last few years, graphite electrode
realizations have declined significantly
and were at their lowest level in years
towards the close of 2001-02. As a result,
a number of global manufacturers,
including the large ones, reported losses.
It is a testimony to your company's active
de-risking strategy that it has reported a
profit after tax of Rs 33.70 cr in such a
scenario. The company strengthened its
competitive position through a focused
and continuous cost-cutting initiative
and a steady migration up the value
chain. In the event of further price
erosion, the company expects to negotiate
better with vendors and increase its
production so that the impact of the
decline can be neutralized.
PERCEPTION RISK
The company may suffer from a poor
investor or lender perception.
Risk mitigation
The company enjoys a credible
reputation among its lenders and
investors - a low debt-equity of 0.44:1
as on 31 March 2002, which is excellent
for a cash-intensive business. The
company's interest cover was 2.97 as on
31 March 2002. This enabled the
company to negotiate better with the
commercial banks and financial
institutions and rationalize its average
cost of funds.
The company is present in technology-
intensive businesses. If any of these
technologies become obsolete, the
company would require to invest afresh
at a high cost.
Most of the business invested into by
the company represent mature
technologies where incremental efficiency
improvements are continuously made.
As a matter of policy, the company invests
only in frontline technologies that are
expected to stay relevant over the
foreseeable future. Besides, an ongoing
modernization programme enables the
company's efficiencies to be compatible
with the prevailing global standards at a
reasonable cost. The company's research
initiative enables the company to
selectively and proactively raise standards
even before they can transpire the world
over.
The technology for graphite electrode
manufacture is protected and available
with only a few companies across the
world. Should technology holders decide
to sell this know-how, it could lead to
an increase in the number of
manufacturers - and competition.
Risk mitigation
The big deterrent to fresh investment -
assuming the technology leaders sell their
3
know-how - will be the high capital cost
per installed tonne, the gestation period
involved in the stabilization of production
and the need to embark on production
through low-end electrodes that enjoy
low margins.
ENVIRONMENT RISK
The company's services and products
may be environmentally harmful.
Risk mitigation
The manufacture of graphite electrodes
involves an intensive use of energy -
nearly 6,500-7,000 units per tonne of
the end product. Over the years, the
company has rationalized energy
consumption through the better use of
technologies. The company has
adequately invested in anti-air pollution
and water treatment plants that minimize
emissions and the discharge of effluents.
Besides, the company has invested in
hydel plants, which represent a renewable
form of energy and do not deplete finite
resources.
COMPETITION RISK
Lower cost manufacturers might affect
the company's prospects.
Risk mitigation
The company is one of the world's lowest
cost producers of electrodes, which
explains the topline and bottomline
growth over the last decade and the
company's emergence as the Indian and
SE Asian leader across product segments.
The company expects to negate the
impact of low-cost imports through lower
production costs and customize product
development.
INDUSTRY RISK
The electrodes business may cease to be
attractive.
Risk mitigation
Steel industries worldwide prefer to use
the EAF route over the blast furnace
technology because this makes them
independent of a proximity to iron ore.
Electrodes are integral to the EAF process
and are likely to remain so over the long-
term since no substitute has been
developed.
LOCATION RISK
The company's growth in the graphite
electrodes business may be affected due
to a poor locational presence.
Risk mitigation
In the business of graphite electrodes,
the company enjoys a dispersed
geographic presence across three
manufacturing locations in India, which
is expected to ttanslate into a more
flexible and just-in-time service for
customers.
COSTS RISK
Some of the businesses may become
unviable in the event of a price increase
in raw materials.
Risk mitigation
It is a fact that basic raw materials to
manufacture electrodes are energy
(electricity and furnace oils), calcined
petroleum coke, impregnating pitch,
among others, are expensive products
whose prices are governed by the
international oil price movement. Prices
generally tend to rise and may impact
GILs production costs and consequently,
its competitiveness. However, all
manufacturers share this predicament.
The long-term solution is the intelligent
conservation of energy complemented
with development of indigenous raw
materials, enhanced captive generation
of power and increased efficiencies.
CAPITAL-INTENSIVE BUSINESS
RISK
The investments required to sustain the
company's position in the marketplace
might be higher than the returns.
Risk mitigation
In 2001-02, the most competitive year
in recent memory, the company
generated more cash than what was
invested in the business. The cash inflow
was Rs 51.21 cr while the company was
required to invest smaller amounts in its
plant and machinery. The balance cash
surpluses were used to repay loans.
RECEIVABLES RISK
The company's debtors might default on
payments.
Risk mitigation
The unprecedented events of September
11 resulted in a slowdown in the US
economy. Steel was one of the first
industries to be badly impacted. Several
US companies filed for bankruptcies and
defaulted in payments. As a precaution,
the company expects to undertake a
comprehensive credit assessment of
customers prior to the transaction from
now onwards.
CUSTOMER AND GEOGRAPHY
RISK
A dependence on few customers and
geographies could lead to sales and profits
being adversely affected in the event of
attrition or market loss.
Risk mitigation
The company enjoys a large customer
base across its various businesses. No
customer accounted for a significant
portion of GILs income that could pose
a threat to the company's operations.
The company de-risked its geographic
risk through an export of more 60 per
cent of the company's products to over
50 countries.
 GRAPHITE INDIA LIMITED
(Formerly CARBON EVERFLOW LIMITED)

REGD. & H.O.: 31, CHOWRINGHEE ROAD, KOLKATA-700 016

PHONE : (033) 226 5755 / 4942 / 4943 / 5547 / 2334 / 3729, 217 1145 /1146
FAX : (033) 249 6420, E-MAIL : graphite@giascl01.vsnl.net.in

Management
T^ O_

Statement

our management is responsible for the accompanying financial statements. These statements have been prepared in conformity
with generally accepted accounting principles appropriate in the circumstances, and include some amounts based on the
management's estimates and judgements.

The company's accounting systems include internal controls designed to provide reasonable assurance of the reliability of its
financial records and the proper safeguarding and use of its assets. Such controls are based on established policies and procedures,
and are implemented by trained, skilled personnel with an appropriate segregation of duties.

The company's internal auditors who conduct regular and extensive internal audits complement the internal controls. The
company's policies and procedures prescribe that the company and all employees are to maintain the highest ethical standards
and that its business practices are to be conducted in a manner above reproach.

The company's independent auditors Price Warehouse have audited the financial statements. Their audit was conducted in
accordance with generally accepted auditing standards as indicated in their report.

The Company Law requires the Board of Directors to prepare the financial statements for each year in a manner that presents
a true and fair view of the state of affairs of the company as reflected in the Balance Sheet and the Profit and Loss account.

In preparing these financial statements, the directors are required to:

*} select suitable accounting policies and apply them consistently,

*) make judgements and estimates that are reasonable and prudent;

*) state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained
in the financial statements. The independent auditors and the internal auditors have full and free access to the audit committee.

Kolkata N Venkataramani
8 June, 2002 Executive Director
 GRAPHITE INDIA LIMITED
(Formerly CARBON EVERFLOW LIMITED)

REGD. & H.O.: 31, CHOWRINGHEE ROAD, KOLKATA-700 016

PHONE : (033) 226 5755 / 4942 / 4943 / 5547 / 2334 / 3729, 217 1145 /1146
FAX : (033) 249 6420, E-MAIL: graphite@giascl01.vsnl.net.in

The
T>
Company
^
Secretary
. . A J
m • __ -^ -_ y^"V TW T O T "T°Tfc T' T "1" T^X T

JtVJbol OINoll3iJLl 1 Y
Statement

he Company Secretary confirms that the company has:

') Maintained all the books of accounts and statutory registers.

O Filed all Forms and Returns and furnished all necessary particulars to the Registrar of Companies and / or Authorities as
required under the Companies Act, 1956.

*} Registered all the charges created in favour of Financial Institutions, Banks and others with the Registrar of Companies.

*) Issued all Notices required to be given for the Board Meetings and General Meetings as per the Companies Act, 1956.

*} Effected share transfers and dispatched the certificates within the time limits prescribed by various authorities.

*) Did not exceed borrowing powers.

The Company also complied with the regulations prescribed by the SEBI and other statutory authorities and also all the statutory
requirements under the Companies Act, 1956 and other applicable statutes in force.

Koikata B. Shiva
8 June, 2002 Company Secretary

Graphite India Limited does not just ofFer
customers quality products and services.
It conducts business with a respect for
the, environment at every stage of its
product cycle across all its plants. As a
result, the company is committed to
sustainable development.
ihite and environment practices
Safe and sustainable environmental
practices are integral to operations at
Graphite. Its multi-stage operational
process consumes a large amount of
energy, generates enormous heat, various
gases and dust panicles. All these are
treated adequately to protect ambient
working conditions and the external
environment.
As a result, Graphites operations go
beyond meeting statutory guidelines.
One tonne of electrode requires
approximately 6,500-7,000 units of
power and approximately 325-425 litres
tM _!*«,. "8j aitS,
Section
of furnace oil (depending on the grade
of electrode manufactured). Over the
year, the company has rationalized energy
consumption through various means:
the installation of an 18 MW hydel
power plant in Kamataka that generates
over 50 million units.
The advantages of the hydel plant
comprise: a renewable energy resource,
no submersion of land habitation, no
felling of trees in project implementation,
a protection of the irrigation
requirements, an adequate green cover
around the site, a suitable base for the
development of floriculture.
Direct consumption reduction initiatives
comprised:
O The optimisation of electrical motor
capacities,
O Faster graphite firing to reduce
electrical energy consumption,
*) Improvement in the combustion
efficiency in baking furnaces to reduce
furnace oil consumption,
*> A regular audit process to identify
and prevent wastage,
*) Stronger raw material conservation.
*) Increased recycling.
ivteL'um miuaiivcs
The company has adopted several
environment protection measures like
the following:
O The installation of oil separation
tanks to prevents oil mix and spills.
s
l An monthly ETP (effluent treatment
plant) test to check performance
quality.
*) A rigorous compliance with a
documented procedure.
B
5 The installation of a plant to treat
human wastes, the treated water
being used for gardening and the
sludge as manure.
4lB
*1 The installation and maintenance of
effective dust collectors at all dust
generating points.
*) A bimonthly check of ambient and
stack air by external agencies.
*1 The commissioning of incinerators
to remove unwanted particles and
products.
O The sale of solid wastes to authorised
agents or for their use in land filling.
*) The provision of acoustic enclosures
to minimise noise levels from multi-
fuel power generating Sets and a
bimonthly testing check.
Prudent investments
The company has made substantial
investments in various pollution control
equipment over the past few years. The
equipment installed include ETP,
incinerators, electrostatic precipitators,
dust collectors, scrubbers, fume hoods
and oil separators. The investments made
and initiatives adopted have resulted in
maintaining emission and pollution
control levels well within the prescribed
limits.
Health
The plants have adopted wide-ranging
initiatives to protect the health of its
employees. Some of the key initiatives
adopted by the various plants include:
*} Workers have been covered under an
ESIC and Personal Accident Policy.
*} Officers / staff are covered under a
Mediclaim and Personal Accident
Policy.
*) Biannual check-ups are carried out
for workmen by a qualified physician.
*) Dust, fumes and heat generating areas
are controlled to reduce emissions.
Safety
Some of the company's safety initiatives
include: all workmen are provided with
nose masks, safety shoes, hand gloves,
dress and helmets, among other
equipment. Regular safety audits are
carried out and corrective / preventive
actions are taken. All the workmen who
work at heights are provided with safety
belts and they work under supervision
of engineer. Signboards indicate the use
of safety devices and are displayed all
over the plant. Fire extinguishers are
installed / kept at vulnerable locations.
Regular training by a qualified trainer is
organised for fire fighting. The entire
pressure vessel / storage tanks / lifting
tackles are regularly checked for their
load bearing capacities. All the gangways
are kept free.
 DIRECTORS'
Report

-4he Directors have pleasure in presenting their Twenty-seventh Annual Report together with the audited statement of accounts
of the Company for the year ended 31st March, 2002.

Financial Results Rs. in lakh

2001-2002 2000-2001

TURNOVER 33786.71 13414.97

Profit for the year after charging all expenses
but before providing interest, depreciation and tax 8297.23 2757.76
Less : Interest 2797.19 950.17
Profit before depreciation and tax 5500.04 1807.59
Less : Depreciation 1750.93 530.86
Profit before taxation 3749.11 1276.73
Less : Provision for taxation
- Current 515.00 230.00
- Deferred (135.69) _
Profit for the year 3369.80 1046.73
Add : Balance brought forward from the previous year 585.71 632.96
Balance incorporated on amalgamation 2613.23 -
Transfer from Investment Allowance (utilised) Reserve 185.00 _
Transfer from Debenture Redemption Reserve 55.00 -

6808.74 1679.69

Which has been appropriated as under :

Transfer to Debenture Redemption Reserve 187.50 -

Proposed Dividend (subject to deduction of tax) on -
— 12.5% on Preference Shares 62.50 -
— 25% on Equity Shares 734.48 312.14
Dividend Tax - 31.84
Transfer to General Reserve 342.23 750.00
Balance carried forward 5482.03 585.71

6808.74 1679.69
The figures for 2001-2002 include those
of the erstwhile Graphite India Limited
(GIL) and Carbon Investments Limited
(transferor companies) which were
amalgamated with your Company with
effect from 1st April 2001, and so are
not comparable with those of the
previous year.
SHARE CAPITAL
Pursuant to the provisions of Section
94 of the Companies Act, 1956, the
shareholders in their Extraordinary
General Meeting of the members of the
Company held at Kolkata on 6th May,
2002 approved the increase in the
authorised share capital of the Company
from Rs. 21,00,00,0007- to
Rs. 35,00,00,0007- divided into
3,00,00,000 Equity Shares of Rs. 107-
each and 5,00,000 Preference Shares of
Rs. 1007-each.
DIVIDEND
Dividend @ 12.5 per cent on 5,00,000
Redeemable Cumulative Preference
Shares of Rs 1007- each for the financial
year ended 31st March, 2002 had been
paid by way of interim dividend.
The Ditectots are now pleased to
recommend the payment of dividend @
25 per cent on 2,93,79,245 Equity Shares
of Rs 107- each which also includes shares
to be allotted to the members of GIL on
amalgamation with the company.
AMALGAMATION
The Scheme of Amalgamation of
transferor companies with the Company
was sanctioned by the Bombay High
Court on 8th March, 2002 and by the
Calcutta High Court on 11th March,
2002. The appointed date of the merger
was 1st April, 2001.
The equity shareholders of the erstwhile
Graphite India Limited would receive
fourteen fully paid-up Equity Shares of
Rs. 107- each of the Company for every
ten Equity Shares of Rs. 107- each held
by them; while the Preference
Shareholders would receive one 12.5%
fully paid-up Redeemable Cumulative
Preference Shares of Rs. 1007- each of
the Company for one 12.5% Redeemable
Cumulative Preference Shares of Rs.
1007- each held by them in erstwhile
Graphite India Limited.
The Registered Office of the Company
was shifted from the 'State of
Maharashtra to the 'State of West Bengal'
and is now situated at 31, Chowringhee
Road, Kolkata 700 016.
The name of the Company has been
changed from Carbon Everflow Limited
to 'Graphite India Limited'.
MANAGEMENT DISCUSSION
AND ANALYSIS REPORT
Industry's structure and developments
Graphite Electrode is used in (electric
arc furnace based) steel industry for
conducting current and is a major
consumable item for the steel industry.
The estimated world capacity for
manufacture of Electrode is about
800,000 M.T The principal
manufacturers are based in USA, Europe,
Japan, China and India. Due to the severe
depression of demand in the steel
industry worldwide, the electrode
industry too suffered a huge demand 7
supply gap leading to major meltdown
of electrode prices, closure of unviable
(Electrode) capacities and restructuring
of many plants just to keep afloat. In
this turbulent environment when several
units have closed in United States and
Europe, the Company has been able to
post a satisfactory performance. This was
possible by timely investments in
modernization of plant facilities,
technological upgradation, setting up of
captive power plants, focusing on value
added products, improvement in
operational efficiencies, all round
reduction of costs and other positive
measures. The Company will continue
to focus on productivity, quality and cost
effectiveness as the key areas for
remaining competitive and increasing its
volumes. The emphasis on investment
in power will continue to receive priority
attention since this constitutes a majot
portion of the total cost of electrode
manufacture.
Opportunities and threats
The high cost of investment per M.T.
of Electrode capacity and the closely held
technology of manufacture will be a
major deterrent for any green field
capacity to come in. The current cycle
of low prices and uncertain demand will
also be a negative factor for a new entrant
into the industry. In this scenario, existing
players who can provide high quality
product at competitive prices will survive
through the difficult product cycle. When
the revival of the demand cycle
commences (expected 2003), the
opportunity for those who survive and
sustain through the current downturn is
indeed bright and full of hope.
PERFORMANCE
Graphite and Carbon Division
Production of Graphite Electrodes,
Anodes and other Miscellaneous Carbon
and Graphite Products during the year
under review was 35,447 M T. as against
12,796 M T in the previous year. All
the three Graphite Electrode plants at
Durgapur, Bangalore and Nashik
operated at near optimum capacity.
Production of Calcined Petroleum Coke
during the year was 26,212 MT.
Power Division
Generation of power was 134 million
units as against 47 million units in the
previous year.
Others
The Impervious Graphite Equipment
(IGE) Division produced equipment and
spares of 255 M T as against 269 M T
in the previous year.
The Glass Reinforced Plastic Pipes (GRP)
Division produced 368 M T as against
492 M T in the previous year.
The production pattern met the market
demands. No serious disruption in
production was experienced during the
year under review.
SALES
The Company has achieved a Turnover
of Rs. 33,787 lakh during the year under
review as against Rs. 13,415 lakh in the
previous year.
Export Sales were Rs. 19,668 lakh during
the year under review as against Rs. 8,382
lakh during the previous year.
The global recession has affected the sales
performance for the year under review.
The domestic market did not pick up.
Import of graphite electrodes from other
countries continued without respite.
A significant percentage of the total sale
of electrodes comes from Export. There
has been a steep fall in export prices of
electrodes. The business strategy of the
Company during this period is clearly
one of surviving and sustaining through
the current period of difficulty with
greater focus on value added products,
cost reduction and deeper market
penetration.
The merger has put in place a
consolidated large Asian producer of
graphite products with a total capacity
of about 33,000 MT. The economies of
scale and the synergies arising out of the
merger is expected to bring in major cost
savings.
Outlook
The year gone by has been a mere
reflection of the slow-down in economic
activity coupled with the events of
September 11th and thereafter, rather
than an indication of any longer-term
market situation. There are already signs
of recovery. The indications for the
revival of steel demand are clear and
visible from the recent price increases
announced by the domestic and
international steel industry.
The market for Impervious Graphite
Equipment (IGE) is also looking up.
The Company has a healthy order book
position. The high quality standards
demanded and delivered in the export
market along with timely deliveries will
help this Division to take on competition
effectively.
While the demand in the domestic
market is stagnant, the export market is
growing. The Company has taken a
number of positive measures such as
participating in international industrial
exhibitions to project itself as a leading,
high quality and reliable supplier to our
overseas customers.
The governments' increased emphasis
on developmental activities in core sectors
like infrastructure projects is expected to
give momentum and increase in demand
for GRP products. The positive
perception of the Water and Sewerage
Boards towards GRP Pipes as a long term
cost effective and efficient alternative to
conventional CI, DI and RC Pipes will
also increase the usage and boost the
demand for GRP Pipes. The Company
is today producing good quality pipes
which are well received in the market.
We have initiated number of measures
to reduce the operations cost, improve
efficiencies to remain highly competitive
and increase our volumes.
4fi
Further, the opening of the petroleum
products distribution network to private
sector will give a tremendous boost to
GRP tanks and this in itself will give a
good impetus to our tank business.
The Company has set itself the goal to
achieve improved quality and cost
reduction, and will be equipped to meet
the challenges of the future. The
Company makes other value added
speciality products which cater to the
needs of many industries other than steel.
Increase of these speciality products will
contribute additionally to the bottomline.
Commensurate with the positive trends
seen in the economy, infrastructure
development and consequent greater
demand for steel, the Company is quite
hopeful of improving its performance in
the coming years.
Risks and Concerns
It is true that business conditions will
remain challenging from now on.
Continued economic slowdown in the
steel, automotive and infrastructure
industries will adversely impact our
industry. The decreased demand in the
world market will raise liquidity issues
and naturally buyers will exercise all
options to gain maximum credit
advantage. This phenomenon is being
experienced by all industries, and it is in
this context that better / firmer payment
terms will immensely help industries to
survive through the liquidity crisis period.
The declining prices will severely affect
operating margin.
Import of graphite electrodes from
China, Europe, North and South
America, especially Brazil continues
without respite. The Indian electrode
industry has taken up with the
Government of India for levying Anti
Dumping Duty on electrodes imported
from Brazil and Poland as also for
renewing the anti dumping levy for
imports from China, Europe and USA.
Internal control systems and their
adequacy
The Company has a proper and adequate
system of internal controls to ensure that
all its assets are safeguarded and protected
against loss and that transactions are
authorized, recorded and reported
correctly. The internal controls system
is supplemented by an extensive review
by management and documented
policies, guidelines and procedures.
Discussion on financial performance
with respect to operational performance
Better utilization of resources, cost
control, operational efficiencies and
savings on account of power were the
main attributes for achieving this level
of Gross Profit.
There has been a saving in interest cost
during the year under review mainly by
replacement of expensive loans, better
management of working capital and
reduction in interest rates.
Rs 180 lakh was written off as bad debts,
and this was mainly the result of
economic slowdown. The Company
has also made a provision of Rs. 759
lakh for doubtful debts during the year
to meet any contingency.
All commitments relating to payment of
Loan installments were honoured.
In coming years, cost reduction will
continue to be the main thrust area for
improving profitability.
Material developments in human
resources / industrial relations front,
including number of people employed
The process of manpower rationalization
continued to receive top priority.
Consequent upon the merger, there has
been a pooling of best talents at all levels,
and corporate restructuring has been
done to attain maximum efficiency. The
total number of people employed in the
organization is about 2300.
Labour relations continue to be cordial
at all locations of the Company.
Cautionary Note
Certain statements in the 'Management
Discussion and Analysis' section may be
more optimistic and are vented as
required by relevant prescriptions. Many
factors may affect the actual results, which
could be different from what the
Directors' contemplated in respect of
future performance and outlook.
Additional Disclosures
In line with the requirements of the
Listing Agreements and the Accounting
Standards of the Institute of Chartered
Accountants of India, your Company
has made additional disclosures in respect
of consolidated financial statements,
related party transactions and segmental
reporting.
Capital Expenditure
The capacity of the power division is
being augmented by putting up a new
1.5 MW micro-mini hydel plant in
Karnataka at an estimated cost of
Rs. 750 lakh.
The de-bottlenecking exercise envisaged
in the beginning of the year was put on
hold owing to demand recession.
Research &: Development
The R & D served as the gateway for
the organisation's quality credentials
during the year under review. In the
development of new products, steps have
been initiated to cater to the whole
spectrum of customers visualizing import
substitution. Many related projects are
also undertaken by co-sponsoring with
leading research institutions in the
country. Commercialisation of developed
technologies for certain critical
applications of graphite based products
is underway.
Fixed Deposits
The total amount of fixed deposits
as on 31st March, 2002 was Rs. 213.80
lakh. Deposits amounting to Rs. 1.43
lakh due for repayment remained
unclaimed.
Subsidiary Companies
Carbon Investments Limited, a subsidiary
of your Company was merged with the
Company. Graphite Holdings Limited
and Graphite Investments Limited,
subsidiaries of the transferor company
were merged with Carbon Enterprises
Limited.
As required under Section 212 of the
Companies Act, 1956, the particulars
relating to the subsidiary company are
annexed to the accounts.
Information pursuant to Section 217
of the Companies Act, 1956
Information in accordance with clause
(e) of sub-section (1) of Section 217 of
the Companies Act, 1956 read with
Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules,
1988 and forming part of the Directors'
Report for the year ended 31st March,
2002 are given in Annexure 'A'.
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, 2002 are given in Annexure 'B'.
DIRECTORS
Mr N Venkataramani was appointed as
an additional director by the Board of
Directors of the Company on 29th
November, 2001. Upon the
amalgamation of the erstwhile Graphite
India Limited with the Company and
in terms of the provisions of the Scheme
of Amalgamation, Mr N Venkataramani
is now a Wholetime Director of the
Company designated as 'Executive
Director'. Approval of the shareholders
of the Company to the appointment and
payment of remuneration to Mr N
Venkataramani is being sought at the
ensuing Annual General Meeting.
Mr P C Lakhotia's term of Office as
Executive Director came to an end on
30th November, 2001 by efflux of time.
Mr Bhaskar Mitter, Mr Sanjiv Goenka,
Mr P K Khaitan and Mr Navin Suchanti
were appointed as additional directors
at a meeting of the Board of Directors
of the Company held on 8th June, 2002.
Mr Bhaskar Mitter, Mr Sanjiv Goenka,
Mr P K Khaitan, Mr Navin Suchanti
and Mr N Venkataramani shall hold
office only up to the date of the next
Annual General Meeting of the
Company. The Company has received
notices under Section 257 of the
Companies Act, 1956 proposing the
appointment of the aforesaid persons to
the office of Director of the Company.
Mr K K Bangur and Dr R Srinivasan
retire by rotation at the ensuing Annual
General Meeting and being eligible, offer
themselves for reappointment.
General
The observation in the Auditors' Report
is dealt with in the Notes at the
appropriate places in the Accounts.
DIRECTORS'RESPONSIBILITY
STATEMENT
Pursuant to the provisions of Section
217(2AA) of the Companies Act, 1956,
the Directors state -
1. That in the preparation of the Annual
Accounts, the applicable accounting
4
standards had been followed along with
proper explanation relating to
material departures.
2. That the Directors had selected such
accounting policies and applied them
consistently and made judgement
and estimates that are reasonable and
prudent so as to give a true and fair
view of the state of affairs of the
Company as at March 31, 2002 and
of the profit of the Company for the
year ended March 31, 2002.
3. That the Directors had taken proper
and sufficient care for the
maintenance of adequate accounting
records in accordance with the
provisions of the Act for safeguarding
the assets of the Company and for
preventing and detecting fraud and
other irregularities.
4. That the Directors had prepared the
annual accounts on a going concern
basis.
Corporate Governance Report
A Report on Corporate Governance
along with a Certificate of Compliance
from the Auditors forms part of this
Report.
Auditors
Price Waterhouse, Chartered
Accountants, Auditors of the
Company retire and are eligible for
re-appointment.
Acknowledgement
Your directors place on record their
appreciation of the assistance and support
extended by all government authorities,
financial institutions, banks, consultants,
solicitors, shareholders and
debentureholders of the Company. The
directors express their appreciation for
the dedicated and sincere services
rendered by employees of the Company.
On behalf of the Board
Kolkata, K K Bangur
Date: 8th June, 2002 Chairman
Annexure to the
Report
ANNEXURE 'A'

articulars pursuant to Section 217(l)(e) B TECHNOLOGY ABSORPTION R & D expenditure

of the Companies Act, 1956 read with a) Research and development on Percentage of
the Companies (Disclosure of Particulars Specific areas in which R & D was total turnover - 0.17
in the Report of Board of Directors) carried o u t : b) Technology Absorption, Adaptation
Rules, 1988 forming part of the Development of raw material for and Innovation -
Directors' Report. improving quality of speciality
Efforts made -
A CONSERVATION OF ENERGY graphite; Several research projects have been
a) Energy Conservation measures taken- Development of bigger sizes of taken up in collaboration with
Optimal usage of various items of graphite products; Research and Development
equipment to reduce energy Development of spacers in graphite Institutions to induct recent
consumption; furnaces to reduce scrap; technologies to facilitate tangible
Improved fuel utilisation due to Development of ejectors which can designs and introduction of new
emulsification, improved heat loads operate at low steam pressure; process / products;
in furnaces; Benefits -
PTFE impregnated products of larger
Waste heat recovery in baking Development of new products / cost
dimensions have been developed;
furnaces and calcination units; savings.
Reduced energy consumption by Development of GRP Pipes for use
Technology Imported during the last
modifying process sequence; in graphite equipment for cost
five years :
Installation of automatic power factor effectiveness.
correction device. Riedhammer Rebaking furnace
Benefits derievec! : technology;
b) Additional measures proposed to be Introduction ofbetter / new
taken - Foreign exchange
products;
Improvement in design of baking earnings and outgo Rs in Lakh
Improved quality;
furnaces to reduce fuel oil Earnings 19001.80
Improved process yields.
consumption;
Future Plan of action : Outgo 6708.13
Utilisation of waste heat in second
calcination unit. Further development in raw On behalf of the Board
materials, design and processes will
c) Impact of measures of (a) & (b)
be pursued.
above-
Reduction in specific energy Expenditure in R & D : Rs. In lakh Kolkata, KKBANGUR
consumption Recurring 57.79 Date: 8th June, 2002 Chairman
ANNEXURE 'B'

INFORMATION AS PER SECTION 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES
(PARTICULARS OF EMPLOYEES) RULES, 1975 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE
YEAR ENDED 31ST MARCH, 2002.

Employed for a part of the year and in receipt of remuneration aggregating not less than Rs 1,00,0007- per month

Sr. Name and Age of the Designation/ Remuneration/ Qualification Date of Previous
No Employees Nature of Duties Salary commencement Employment
Rs. of Employment/
Total Experience
(Years)

1 Late Jain A K 57 Executive 17,89,202 B.Chem. 16.10.1965 36 -

Director Engineering
2 Mr Lakhotia P C 59 Executive 17,18,279 B.Sc. (Engg) 01.01.1984 39 Graphite
Director M.I.E. India Limited
3 Mr Samanta A 60 Sr. Vice President 11,59,894 B.E (Elect) 01.01.1984 37 Graphite
(Tech & Engg.) D.E.E. India Limited
(Turin-Italy)
4 Mr Venkataramani N 56 Executive 13,67,257 B.Sc., B.E. 14.06.2001 31 GKW
Director M.Tech. Limited

Notes : Remuneration has been calculated on the basis of Section 198 of the Companies Act, 1956. Conditions of employment
are contractual except of Mr Samanta A. The above employees are not related to any Director of the Company.

On behalf of the Board

Kolkata, K K BANGUR
Date: 8th June, 2002 Chairman
AUDITORS'
Report
1. We have audited the attached Balance
Sheet of Graphite India Limited
(fotmerly Carbon Everflow Limited)
as at 31st March, 2002 signed by us
under reference to this report and
the relative Profit and Loss Account
for the year ended on that date. These
financial statements are the
responsibility of the management of
the Company. Our responsibility is
to express an opinion on these
financial statements based on our
audit.
2. We have conducted our audit in
accordance with auditing standards
generally accepted in India. Those
Standards require that we plan and
perform the audit to obtain reasonable
assurance about whether the financial
statements are free of material
misstatement. An audit includes
examining, on a test basis, evidence
s u p p o r t i n g the a m o u n t s and
disclosures in the financial statements.
An audit also includes assessing the
accounting principles used and
significant estimates made by
management, as well as, evaluating
the overall financial statement
presentation. We believe that our audit
provides a reasonable basis for our
opinion.
3. As required by the Manufacturing
and Other Companies (Auditor's
Report) Order, 1988 issued by the
Central Government of India in terms
of Section 227 (4A) of the Companies
Act,1956 of India (the 'Act') 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.
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 is on the same basis as in
the preceding year.
vii) The Company has not taken any
loans, secured or unsecured, from
companies, firms or other parties listed
in the register maintained under
Section 301 of the Act.
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 the 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) The Company has not purchased
goods and materials and sold
goods, materials and services
aggregating Rs. 50,000/- or more
in value from/ to any of the
parties listed in the register
maintained under Section 301
of the Act.
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 case of public deposits
accepted by the Company, the
directives issued by the Reserve
Bank of India and the provision
of Section 58A of the Act and
the rules framed thereunder have
been complied with.
xiv) In our o p i n i o n , 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 generally been
regular d u r i n g the year in
depositing 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,
custom duty, wealth-tax and
excise duty which were due for
more than six months from the
date they became payable.
xix) D u r i n g the course of our
examination of the books of
account carried out in accordance
with the generally accepted
auditing practices in India, we
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 u n d e r contractual
obligations or 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 man hours 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.
4. Further to our comments in
paragraph 3 above, we report
that:
a) We have obtained all the
information and explanations,
w h i c h to the best of our
knowledge and belief were
necessary for the purposes of our
audit.
b) In our opinion, proper books of
account as required by law have
been kept by the Company so far
as appears from our examination
of those books.
c) The Balance Sheet and the Profit
and Loss Account dealt with by
this report are in agreement with
books of account.
d) In our opinion, the Balance Sheet
and the Profit and Loss Account
dealt with by this report have
been prepared in compliance with
the applicable Accounting
Standards referred to in Section
211(3C)oftheAct.
e) On the basis of written
representations received from the
directors and taken on record by
the Board of Directors of the
Company, none of the directors
is disqualified from being
appointed as a director in terms
of clause (g) of sub-section (1) of
section 274 of the Act.
f) 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, give in the prescribed
manner, the information required
by the Act, and also give
respectively, subject to Note fa)
on Schedule 29 regarding
remuneration of certain
Executive Directors, considered
on the basis and to the extent
indicated therein awaiting
shareholder's approval , a true
and fair view in conformity with
the accounting principles
generally accepted in India:
i) in the case of the Balance Sheet,
of the state of affairs of the
Company as at 31st March,
2002;and
in the case of the Profit and Loss
ii)
Account, of the Profit for the year
ended on that date.
QL
P. Law
Partner
For and on behalf of
Kolkata, PRICE WATERHOUSE
Date: 8th June. 2002 Chartered Accountants
 Corporate Governance

I Corporate Governance Philosophy

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

II Board of Directors
Composition, category, other directorships, other Committee Positions held as on 31st March, 2002
The strength of the Board of Directors as on 31st March, 2002 was seven comprising the non-executive Chairman and five
non-executive independent directors (of whom one is a nominee director) and one non-executive director.

Name Category Directorships Other# Committee A

In other Public positions held
Limited Companies As As
incorporated in India # Chairman Member

K K Bangur Chairman 12 -
Non-Executive

N S Damani NED* 8 -

AVLodha NED* 7 _ 1

R Srinlvasan NED* 7 2 8

Agnar Gilbu NED* _

K B Krishnamoorthi LIC Nominee* _ „ —
N Venkataramani NED

* also independent.
# excluding private companies, foreign companies and companies under Section 25 of the Companies Act, 1956.
A
only the three Committees, viz. the Audit, Remuneration and the Shareholders' Grievances Committee are considered
NED - Non-Executive Director.
Attendance of the Directors at the Board Meetings and at the last AGM
There were six meetings of the Board of Directors held during the year on 2nd May, 2001, 27th July 2001, 25th October, 2001,
12th November 2001, 29th November, 2001 and 28th January, 2002. The information to be made available to the Board as
per Annexure I forming part of Clause 49 of the Listing Agreement have been complied with.
Attendance Record

Names of Directors Number of B 33 rd Meetings Attended last AGM held on

during April, 20C11 to March, 2002 30th August, 2001
Held Attended

K K Bangur 6 5 Yes

N S Damani 6 3 Yes

A V Lodha 6 1 No

R Srinivasan 6 6 No

ShardulS Shroff* 6 None No

Agnar Gilbu 6 None No
K B Krishnamoorthi 6 6 No

P C Lakhotia** 6 4 Yes

N Venkataramani + 6 1 Not Applicable

* Mr Shardul S Shroff tendered his resignation from the Board on 6th September, 2001.
** Mr P C Lakhotia's contractual term of office ceased on 30th November, 2001.
+ Appointed as an additional director on 29th November, 2001.

Ill Audit Committee

The Audit Committee of the Company was constituted on 17th January, 2001.
The terms of reference of the Audit Committee include the powers as laid down in Clause 49 II (C) of the Listing Agreement
and the role as stipulated in Clause 49 II (D) of the Listing Agreement of the Company with the Stock Exchanges. The scope
of activity of the Committee Is also in consonance with the provisions of Section 292A of the Companies Act, 1956.

Composition of the Audit Committee, meetings held of the Committee and attendance during the year
There were four meetings held of the Audit Committee during the year on 20th April, 2001, 1st May, 2001, 25th October,
2001 and 28th January, 2002

Name Position in the Audit Committee Meetings

Held Attended
Dr R Srinivasan Chairman 4 4
Mr N S Damani Member 4 4
Mr K B Krishnamoorthi Member 4 4
All members of the Audit Committee are independent directors who are persons of repute and erudition. Dr R Srinivasan and
Mr K B Krishnamoorthi are experts in finance and accounting.
The Deputy General Manager - Accounts remained present at the meetings of the Audit Committee.
The Audit Committee invites, as and when it considers appropriate, the statutory auditors and the internal auditors to be present
at the meetings of the Audit Committee.
The Company Secretary is the Secretary to the Audit Committee.
Note : The Chairman of the Audit Committee was unable to attend the last Annual General Meeting (AGM) held on 30th
August, 2001. However, Mr N S Damani, member of the Audit Committee attended the AGM.
IV Remuneration to Directors
Policy : Remuneration to the Directors is decided by the Board and are within the limits set out in Section 309 and 198 of the
Companies Act, 1956. The remuneration of Executive Directors is approved by the resolution of the shareholders / members
in the General Meeting.
Details of Remuneration paid / payable during the year by the Company -

Name Salary Contribution Other Benefits Commission Sitting Fees

to Provident
and Other Funds
Rs Rs Rs Rs Rs
K K Bangur _ _ _ 38,00,000 16,000
N S Damani _ _ _ 60,000 20,000
AVLodha 60,000 2,000
Dr R Srinivasan _ _ 60,000 24,000
Shardul S Shroff _ __
Agnar Gilbu _ _ _ _
—
K B Krishnamoorthi _ _ _ 60,000 20,000
P C Lakhotia 3,76,000 1,01,520 12,40,759 _
_
N Venkataramani - - - - 2,000

Sitting fees paid to the non-wholetime directors of the Company as mentioned above have been approved by the Board vide
Resolution dated 23rd June, 1995.
The remuneration paid/payable to the wholetime directors and sitting fees paid to the non-wholetime directors of the
amalgamating companies as given below have been included in the managerial remuneration of the Company.
Details of Remuneration paid / payable to the directors of the amalgamating companies -
Contract period of Mr N Venkataramani: Five years from the date of appointment.
 Erstwhile Graphite India Limited
Name SaJary Contribution Other Benefits Commission Sitting Fees
to Provident
and Other Funds
Rs Rs Rs Rs Rs
K K Bangur _ _ _ _ 22,000
Bhaskar Mitter _ _ _ 60,000 16,000
P K Khaitan 60,000 12,000
Sanjiv Goenka _ _ _ 60,000 2,000
Navin Suchanti _ __ __ 60,000 26,000
A K Gupta - - - - 6,000
(Nominee of IFCI)
Arnab Basu 60,000 4,000
(Nominee of ICICI)
S Samanta 8,000
(Nominee of ICICI)
A Ray (Representative
of National Insurance
Co Ltd) _ _ _ 60,000 10,000
A K Jain 4,00,000 1,45,766 12,43,436 _ _
N Venkataramani 2,15,661 65,912 94,474 7,00,000 -

Erstwhile Carbon Investments Limited

Name Sitting Fees Rs.
S R Mundhra 1,500
S K Majeji 1,500
S K Mookherji 1,500

Severance Fees NIL

Stock Option NIL
Remuneration Committee has nor been formed by the Company.
V Shareholders Committee
The Company has a Shareholder/Investots' Grievances Committee to look into the redressal of shareholders and investors'
grievances relating to transfer of shares, non-receipt of declared dividend, non-receipt of balance sheet, etc.
The composition of the Committee is given below -
Mr K K Bangur Chairman
Mr N S Damani Member
Dr R Srinivasan Member
Mr B Shiva, the Company Secretary, is the Compliance Officer.
During the year, 39 complaints were received from the shareholders, all of which were attended to. The details of
shareholders/investors' grievances are placed before the Shareholders' Grievances Committee. There were four meetings of
the Committee held during the year.
 The Company has delegated the power of share transfer to the Company Secretary, Mr B Shiva, vide Board Resolution dated
17th Januaty, 2001. The share transfers are approved by the Company Secretary, the details of which are taken on record
by the Board.
The Company had 14 transfers for 1104 equity shares pending at the close of the financial year which were processed by
8th April, 2002.

VI General Body Meetings

i Details of last three Annual General Meetings (AGM)
AGM Year Venue Date Time
26th 2000-2001 88, MIDC Industrial area, 30.08.2001 11. 30 a.m.
Satpur, Nashik 422 007
25th 1999-2000 88, MIDC Industrial area, 31.08.2000 11.30a.m.
Satpur, Nashik 422 007
24th 1998-1999 88, MIDC Industrial area, 31.08.1999 11.30a.m.
Satpur, Nashik 422 007

ii A meeting of the equity shareholders of the Company was convened on 23rd January, 2002 at 11 a.m. at the aforesaid venue,
pursuant to the directions of the Hon'ble High Court of Judicature at Bombay for approval byway of special resolution of
the Scheme of Amalgamation of Graphite India Limited, Carbon Investments Limited with the Company.
ili An Extra Ordinary General Meeting (EGM) was convened on 6th February, 2002 at 11.00 a.m. at the aforesaid venue to
obtain amongst other items, (a) approval of the members by way of special resolution for change of name of the Company
from Carbon Ever flow Limited to Graphite India Limited (after the Scheme of Amalgamation becomes effective) (b)
Declaration of the results of the postal ballot conducted in January, 2002 for obtaining members approval for amendment
to Clause II of the Memorandum of Association of the Company for shift of its Registered Office from the 'State of
Maharashtra to the 'State of West Bengal1. The details of the voting pattern for the special resolution approved by postal
ballot is as under :-

No. of ballots No. of equity shares

TOR' the proposed 1697 69,55,964
'AGAINST' the proposed 203 96,375
Invalid Votes 56 7,056
Total 1956 70,59,395

Mr P N Parikh, Company Secretary
in practice conducted the postal ballot
exercise.
In the forthcoming AGM, there is
no item on the Agenda that needs
approval through postal ballot.
Resume and other information
regarding the directors appointed or
reappointed as required by Clause
49 VI (A) of the Listing Agreement
has been given in the Notice of the
Annual General Meeting annexed to
this Annual Report.
VII Disclosure
A Whether there are any materially
significant related parry transactions,
i.e. transactions of the Company
of material nature, with its
promoters, the directors or the
management, their subsidiaries or
relatives, etc. that may have
potential conflict with the interests
of company at large.
None. However, the related party
relationships and transactions as required
under Accounting Standard (AS)
18 on Related Party Disclosures
issued by the ICAI disclosed in
Note No.9 of Schedule 31 to the
Accounts for the year ended 31st
March, 2002 may be referred.
B During the last three years, there
were no strictures or penalties
imposed by SEBI, Stock Exchanges
or any statutory authorities for non-
compliance of any matter related
to the capital markets.
VIII Means of Communication
In compliance with the
requirements of Clause 41 of the
Listing Agreement, the Company
regularly intimates unaudited as
well as audited financial results to
the stock exchanges immediately
after they are taken on record by
the Board. Further, coverage is
given for the benefit of the
shareholders and investors by publication
of the financial results in the
Financial Express and 'Gavkari'.
However, half-yearly results arc not
s e n t to each h o u s e h o l d of
shareholders.
The C o m p a n y ' s results are
displayed on the Website —
www.carboneverflow.co.com
And that of the
amalgamaring Company —
www.graphiteindia.com
There were no presentations made
to the Institutional Investors or to
the Analysts.
With effect from the current year
the Management Discussion and
Analysis Section setting out
prescribed particulars has been
included in the Directors' Annual
Report to the Shareholders.

IX General Shareholder Information

AGM, Date, Time and Venue 27th August, 2002 at 10 a.m. at Kala Kunj Auditorium of Sangit Kala
Mandir Trust, 48 Shakespeare Sarani, Kolkata 700 017
Financial Calendar
Financial reporting for the quarter
ending 30th June, 2002 By end July, 2002
Financial reporting for the quarter
ending 30th September, 2002 By end October, 2002
Financial reporting for the quarter
ending 30th December, 2002 By end January, 2003
Financial reporting for the year
ending 31st March, 2003 By June 2003
Date of Book closure 13th August to 27th August, 2002 (both days inclusive)
Dividend Payment Date By 25th September, 2002
Listing on Stock Exchanges The Stock Exchange, Mumbal Phiroze Jeejeebhoy Towers, Dalai Street,
Mumbai400001.
The Calcutta Stock Exchange Association Limited, 7, Lyons Range,
Kolkata 700001.
The Company has paid the listing fees for the period 1st April, 2002 to
31st March, 2003.
Stock Code 509488 on The Stock Exchange, Mumbai.
10013095 on The Calcutta Stock Exchange.
Demat ISIN Number for NSDL and CDSL INE371A01017

High, Low of market price of the Company's shares traded on The Stock Exchange, Mumbai during the year is furnished
below:
Period High Low Period High Low
Rs Rs Rs Rs
April 2001 17.35 15.60 October 2001 18.10 16.55
May 2001 20.60 17.25 November 2001 22.55 17.40
June 2001 21.00 19.15 December 2001 21.60 19.15
July 2001 21.00 17.30 January 2002 21.25 19.50
August 2001 17.65 16.90 February 2002 22.25 20.30
September 2001 17.45 15.55 March 2002 22.60 20.80
Stock Performance of the Company in comparison to BSE Sensex.
31 4100

29 3900
3742.07 „,9 7 ,
• 3712.74 3690.27
27 3700
3605.01 ' r '"•
o ••" '3557.64
*--., 3453.99 ,, 3437J8/'
f 25 3500

1 23 ""'--3337.91 3322.77--'"^' * S
s
-C
*•-- 3231-60 .-» • 22.25 22 60
^ 3300 8
(U

UJ
2Q6o 21.00 21.00 "" -,3061.91, " X 2 . 5 5 ^ * ^i'3^x^^'
21 3100 CO
a, w~~ \. • /
So / \ /
19 2900
/ \ 5
/
17.3^/ \!^ 17.45^1^
17 2700

IS 2500

Registrar and Share Transfer Agents IIT Corporate Services Limited

Protoprima Chambers, Suren Road
Andheri (East), Mumbai 400 059
Tel No. (022)6838240/41
Tele Fax No. (022) 6836790 / 91
E-Mail ID : iitsta@123india.com
Share transfer System All the transfers received are processed by the Registrar and Transfer
Agents and are approved by the Company Secretary, who has been
authorized by the Board of Directors in this regard. Share Transfers are
registered and returned within 30 days from the date of lodgement, if
documents are complete in all respects.
The Company has also introduced the transfer-cum-demat system whereby
the shareholders have the option to get their shares dematerialized with
either of the depositories, CDSL and NSDL.

5
Distribution of shareholding and shareholding pattern as on 31st March, 2002
Slab No. of Shareholders No. of Ordinary Shares
Total % Total %
1 -500 19120 94.94 1828450 14.64
501 - 1000 570 2.83 441294 3.53
1001-2000 228 1.13 333033 2.67
2001 -3000 77 0.38 195216 1.56
3001 -4000 28 0.14 100656 0.80
4001 -5000 25 0.12 115758 0.93
5001 - 10000 38 0.19 266827 2.14
10001 -30000 22 0.10 405350 3.25
30001 -50000 q 0.05 335372 2.69
50001 - 100000 6 0.03 365823 2.93
100000 and above 17 0.09 8097770 64.86
Total 20140 100.00 12485549 100.00
No. of shareholders
in physical mode 14357 71.28 2808523 22.49
Electronic Mode 5783 28.72 9677026 77.51
Total 20140 100.00 12485549 100.00

The above does not include the distribution of shareholding of erstwhile Graphite India Limited.

Shareholding Pattern as on 31st March, 2002

Category No. of Shares
Promoters' Holding
Promoters
Indian Promoters 6044112 48.41
Foreign Promoters 6000000 4.81
Persons acting in concert
Sub-Total 6644112 53.22
Non-Promoters' Holding
Institutional Investors
Mutual Fund and UTI 2219 0.02
Banks, Financial Institutions, Insurance Companies
(Central/State Government Institutions /
Non-Government Instituions) 7.18
FIIs
Sub-Total 7.20
Others
Private Corporate Bodies 819686 6.56
Indian Public 3337491 26.73
NRI / OCBs 785135 6.29
Sub-Total 4942312 39.58
Grand Total 12485549 100.00
 Shareholding Pattern as on 31st March, 2002
Total Foreign Shareholding No. of Shares %
Foreign Promoters 600000 4.81
FIIs 60 -
NRIs / OCBs 785135 6.29
Total 1385195 11.10

The above does not include the shareholding pattern of erstwhile Graphite India Limited.

Dematerialisation of shares and liquidity

As on 31st March, 2002, 77.51% of the total share capital are in dematerialized form.
As per agreements of the Company with NSDL and CDSL the investors have an option to dematerialize their shares with either
of the depositories.
Outstanding GDRs / ADRs
The Company has not issued any GDRs / ADRs / Warrants or any convertible instruments.

Plant Locations
Graphite Durgapur 713211, Phone : (0343) 556641 - 45
88 MIDC Industrial Area, Satpur, Nashik 422 007, Phone : (0253) 351081-88
Whitefield Road, Bangalore 560 048, Phone : (080) 8524061 - 71
Coke Phulwaria, Barauni 851 112, Phone : (06279) 32252
Impervious Graphite Equipment C-7 Ambad Industrial Area, Nashik 422 010, Phone : (0253) 382385/382485
Glass Reinforced Plastic Pipes/Tanks Gut No. 523/524, Village Gonde, Taluka - Igatpuri, Nashik 422 403,
Phone : (02553) 25038 / 25039 / 25248
Power Chunchanakatte, KRNagar Taluk, Mysore 571 617, Phone : (08223) 81115-18
Whitefield Road, Bangalore 560 048, Phone : (080) 8524061 - 71
88 MIDC Industrial Area, Satpur, Nashik 422 007, Phone : (0253) 351081-88
R & D Centre Whitefield Road, Bangalore 560 048, Phone : (080) 8524061 - 71

Sales Office 407 Ashoka Estate, 24, Barakhamba Road, New Delhi 110 001
Phone:(011)3314364266

Address for Correspondence

1) Bakhtawar, 2nd Floor
Nariman Point
Mumbai400021
Phone: (022)2886418-21
Fax : (022) 2028833
E-Mail ID celbakt@bom5.vsnl.net.in
2) 31 Chowringhee Road 3) IIT Corporate Services Limited
Kolkata/00016 Protoprima Chambers, Suren Road
Phone : (033) 2265755/2334/4942 Andheri (East), Mumbai 400 059
Fax :(033) 2496420 Tel No. (022)6838240/41
E-Mail ID : Tele Fax No. (022) 6836790 / 91
graphite@giasclO 1. vsnl. net.in E-Mail ID : iitsta@123india.com

On behalf of the Board

Kolkata, K K Bangur
Date : 8th June, 2002 Chairman

6|L
AUDITORS'
^^_^JL1/ JLv JL JLJL AV^/jtiLJL JL1/ V^/JL^I

Corporate Governance

AUDITORS' CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE AS

STIPULATED IN CLAUSE 49 OF THE LISTING AGREEMENT

To the Members of Graphite India Limited

We have reviewed the compliance of conditions of Corporate Governance by Graphite India Limited (formerly Carbon Everflow
Limited) for the year ended 31 st March, 2002, as stipulated in Clause 49 of the Listing Agreement of the said Company with
Stock Exchanges, with the relevant records and documenrs maintained by the Company and furnished to us.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited
to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
No investor grievance is pending for a period exceeding one month against the Company as per the records maintained by the
Company.
On the basis of our review and according to the information and explanations given to us, read with the Note under Section
III of the Report on Corporate Governance issued by the Company on even date regarding the attendance of a member of the
Audit Committee at the Annual General Meeting, the conditions of Corporate Governance as stipulated in Clause 49 of the
Listing Agreement with the Stock Exchanges have been complied with in all material respect by the Company.

PLaw
Partner
For and on behalf of
Kolkata, PRICE WATERHOUSE
Date: 8th June, 2002 Chartered Accountants
PROFILE
Directors
OF
K K Bangur, 42, is Chairman of Graphite
India Limited. He has over 20 years of
business management experience. Mr
Bangur has been director of the GIL
since July 1988 and Chairman since July
1993. He was also the Chairman of the
erstwhile Graphite India Limited. He is
a past President of Indian Chamber of
Commerce, Kolkata and an Executive
Committee member of FICCI.
Bhaskar Mitter, 82, Bar-at-law from
London, has vast expertise in corporate
law. He is closely connected with
businesses world and has acquired vast
experience over a whole range of business
operations. He was past President of the
Associated Chamber of Commerce and
Industry of India and Director of Reserve
Bank of India, Life Insurance
Corporation of India, Unit Trust of India
and ICICI Limited.
Pradip Kumar Khaitan, 62, B. Com,
L.L.B., Attorney-at-Law (Bell Chambers
Gold Medalist) is an eminent legal
personality. He is a member of the Bar
Council of India, Bar Council of West
Bengal, Incorporated Law Society,
Kolkata and Indian Council of
Arbitration, New Delhi. His areas of
specialisation are Commercial and
Corporate Laws, Tax Laws, Arbitration,
Intellectual Property, Foreign
Collaboration, Mergers and Acquisition,
Restructuring and De-mergers.
Mr Khaitan is on the Board of several
well-known Indian companies.
Sanjiv Goenka, 41, is a noted industrialist
and Vice-Chairman of the RPG Group.
The RPG Group's activities extend to
industries like power, tyres,
entertainment, retail and content. He is
a member of the Indian Prime Ministers
Council on Trade and Industry,
Chairman, Board of Governors of Indian
Institute of Technology, Kharagpur,
Member Board of Governors,
International Management Institute,
New Delhi, Honorary Consul of Canada
in Kolkata and immediate past President
of Confederation of Indian Industry.
Navin Suchanti, 48, is a Bachelor of
Science with more than 28 years of
experience in finance management,
advertising and marketing. He is a
Director of Pressman Advertising and
Marketing Limited, among others.
N S Damani, 50, is an industrialist and
is presently Chairman and Managing
Director of Simplex Mills Limited.
He is a science graduate and has also
completed business management studies.
He has more than 25 years experience
in business and industry and is presently
Chairman of Mill Owners Association,
Mumbai.
A V Lodha, 36, is a Chartered
Accountant and a partner of Lodha and
Company, Chartered Accountants, one
of India's leading accountancy and
consulting firms. He is presently the
President of the Indian Chamber of
Commerce, Kolkata. He is also a member
of the Confederation of India Industry's
(CII) National Council and chairs its
National Committee on Accounting
Standards and Corporate Disclosures.
Dr R Srinivasan, 71, has more than
40 years of experience in the banking
industry. He held several positions in
various banks including being Chairman
and Managing Director of New Bank of
India, Allahabad Bank and Bank of India.
He was Chairman of Indian Banks
Association for several years, a director
of IDBI, Discount & Finance House of
India, New India Assurance Co. Ltd.
and ECGC. He was also on various high
level Committees constituted by RBI.
He has been a director of GIL since
October 1993.
Agnar Gilbu, 64, is a Norwegian and
was a representative of an erstwhile
foreign collaborator. He has several
decades of experience in the GRP
industry.
K B Krishnamoorthi, 65, is a Chartered
Accountant and a LIC nominee on Glli
Board.
N Venkataramani, Executive Director,
aged 57 years, is a qualified engineer
with rich experience in managing
companies. He was earlier associated
with the Company from October, 1988
including being 'President' from April,
1993 - September, 1995 and was
thereafter associated with another
Company as President of a division. He
joined the erstwhile Graphite India
Limited in June, 2001 and was elevated
to the post of Executive Director in
September, 2001.
GRAPHITE INDIA LIMITED
(Formerly Carbon Everflow Limited)

BALANCE SHEET
as at 31st March, 2002

SOURCES OF FUNDS
SHAREHOLDERS' FUNDS
SHARE CAPITAL 3,438.09 1,248.72
RESERVES AND SURPLUS 28,998.96 10,798.17
32,437.05 12,046.89
LOAN FUNDS
SECURED LOANS 17,656.48 7,289.89
UNSECURED LOANS 2,722.19 905.61
20,378.67 8,195.50
TOTAL 52,815.72 20,242.39
APPLICATION OF FUNDS
FIXED ASSETS
Gross Block 49,053-18 13,345.66
Less : Depreciation 13,364,21 5,066.03
Net Block 35,688.97 8,279.63
Capital Advances/Work-in-Progress - at cost 728.34 116.77
36,417.31 8,396.40
INVESTMENTS 1,445.31 2,500.06
CURRENT ASSETS, LOANS AND ADVANCES
Inventories 7 13,853.58 4,560.61
Sundry Debtors 8 7,554.94 5,343.94
Cash and Bank Balances 9 284.48 128.56
Other Current Assets 10 407.03 297.82
Loans and Advances 11 3,013.98 2,020.76
25,114.01 12,351.69
Less :
CURRENT LIABILITIES AND PROVISIONS
Liabilities 12 5,701.19 2,614,18
Provisions 13 1.448.37 391,58
7,149.56 3,005.76
NET CURRENT ASSETS 17,964.45 9,345.93
DEFERRED TAX LIABILITY (NET) 14 (3,063.72)
MISCELLANEOUS EXPENDITURE
(to the extent not written off or adjusted)
Payments under Voluntary Retirement Scheme 52.37
TOTAL 52,815.72 20,242.39
Capital Commitments (Net of Advances)
Estimated amount of contracts remaining to be executed 764.91 40.18
NOTES ON ACCOUNTS 31
This is the Balance Sheet referred to in our report of even date. The Schedules referred to above form an integral
part of the Balance Sheet.
P. Law
Partner
For and on behalf of
PRICE WATERHOUSE K. C. Parakh B. Shiva N. Venkataramani K. K. Bangur
Chartered Accountants Sr. Vice President - Finance Company Secretary Executive Director Chairman
Kolkata : 8th June, 2002
GRAPHITE INDIA LIMITED
(Formerly Carbon Everflow Limited)

PROFIT AND LOSS ACCOUNT

for the year ended 31st March, 2002

INCOME
Sales /Income from Operations 20 36,844.22 14,808.69
Other Income 15 761.65 320.51
37,605.87 15,129.20
EXPENDITURE
Raw Materials Consumed 21 13,640.41 4,767.93
Payments to and Provisions for Employees 16 3,517.43 1,011.37
Other Manufacturing, Selling and
Administrative Expenses 17 13,672.48 5,782.45
Excise Duty 2,062.24 603.46
(Increase) / Decrease in Work-in-Process
and Finished Goods 18 (3,583.92) 206.23
29308.64 12,371.44
PROFIT BEFORE INTEREST AND DEPRECIATION 8,297.23 2,757.76
Interest 19 2,797-19 950.17
PROFIT BEFORE DEPRECIATION 5,500.04 1,807.59
Depreciation 1,750.93 530.86
PROFIT BEFORE TAXATION 3,749-U 1,276.73
Provision for Taxation
Current Tax 515.00 230.00
Deferred Tax (135.69)
PROFIT AFTER TAXATION 3,369.80 1,046.73
Balance brought forward from earlier year 585.71 632.96
Balance incorporated on amalgamation 2,613.23
Transfer from Investment Allowance (Utilised) Reserve 185.00
Transfer from Debenture Redemption Reserve 55.00
PROFIT AVAILABLE FOR APPROPRIATION 6308.74 1,679.69
TRANSFER TO
Debenture Redemption Reserve 187.50
General Reserve 342.23 750.00
Proposed Dividend (Subject to deduction of Tax) on
12.5% Preference Shares 62.50
Equity Shares 734.48 312.14
Dividend Tax 31.84
Balance carried forward 5.482.03 585.71
6,808.74 1,679.69
BASIC AND DILUTED EARNING PER SHARE (Rs.) 22 11.26 838
NOTES ON ACCOUNTS 31
The Schedules referred to above together with Schedules 23 to 29 form
an integral part of the Profit and Loss Account.

K. C. Parakh B. Shiva N. Venkataramani K. K. Bangur

PRICE WATERHOUSE Sr. Vice President - Finance Company Secretary Executive Director Chairman
SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH, 2002
AND PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED ON THAT DATE

1. SHARE CAPITAL
Authorised
3,00,00,000 (Previous year 1,60,00,000) Equity Shares of Rs. 107- each (Refer Note 1 below) 3,000.00 1,600.00
5,00,000 Preference Shares of Rs. 100/- each 500.00 500.00
3500,00 2100.00
Issued, Subscribed and Paid-up
1,24,85,549 Equity Shares of Rs. 10/- each fully paid up (Refer Note 2 below) 1,248.55 1,248.55
Add: Forfeited Shares 0.17 0.17
1248.72 1248.72
Share Capital Suspense Account
(Note 2 (b) on Schedule 31)
1,68,93,696 Equity Shares of Rs. 107- each to be issued as fully paid up pursuant
to the Scheme of Amalgamation, without payment being received in cash 1,689.37
5,00,000 12.5% Redeemable Cumulative Preference Shares of Rs. 100/- each
to be issued as fully paid up pursuant to the Scheme of Amalgamation,
without payment being received in cash 500.00
3,438.09 1,248.72

Notes:
1. Authorised Share Capita! has been increased at the Extra-ordinary General Meeting of the members of the Company held on 6th May,
2002.
2. Out of the above Equity Shares, 22,20,334 Equity Shares have been allotted as fully paid up pursuant to a contract without payment
being received in cash.
3. 12.5% Redeemable Cumulative Preference Shares are redeemable at par in two equal annual instalments commencing from 29th
September, 2002.

2. RESERVES AND SURPLUS

Capital Reserve 20.05 25.81 45-86
Capital Redemption Reserve 25.00 50.00 75.00
Securities Premium Account 1,490.43 3,688.75 5,179.18
Debenture Redemption Reserve 667.50 187.50 55.00 800.00
Investment Allowance (Utilised) Reserve 366.98 185.00 181.98
General Reserve 8,310.00 11,782.10 342.23 3,199.42 17,234.91
Profit and Loss Account 585.71 2,613.23 2,283.09 5,482.03
10,798.17 18,827.39 2,812.82 3,439.42 28,998.96
Schedules to the Accounts

3. SECURED LOANS
15% Secured Redeemable Non - Convertible Debentures of Rs. 100/- each Ka),2(a)
(face value of Rs. 100/- each)
17% Secured Redeemable Non- Convertible Debentures of Rs. 34/- each 94.52
(face value of Rs. 1OO/- each)
Rupee Term Loans from Financial Institutions He) 8394.27 3,258.86
External Commercial Borrowings from Banks He) 749.36
Rupee Term Loan from a Bank He) 1435.00
Short Term Foreign Currency Loan from a Financial Institution Hd) 522.00
Working Capital Loans from Banks (includes Foreign Currency Loan Rs. 859.21 Lakh; Previous Yean Nil) 1 (d) 5059.% 4,009.73
Interest accrued and due on above 137 21.30
17,656.48 7,289.89
Notes:
1. Nature of Security
(a) 15% Redeemable Non-Convertible Debentures are secured/to be secured by way of first mortgages/charges over certain immovable
properties, both present and future, and also by way of hypothecation of the Company's certain movable assets, both present and
future, in favour of trustees for debentureholder ranking pari-passu with the mortgages/charges created and/or to be created in
favour of the related first chargeholders, subject to prior charges created/to be created in favour of a Financial Institution for short
term foreign currency loan and Company's bankers on specific movable assets for working capital requirements.
(b) 17% Redeemable Non-Convertible Debentures are secured byway of second/subservient mortgages/charges over certain immovable
properties, both present and future, and also by way of second and subservient hypothecation of Company's certain movable assets,
in favour of trustees for debentureholders ranking pari-passu amongst related second chargeholders.
(c) (i) Rupee Term Loan and External Commercial Borrowings from Financial Institutions/Banks (other than Corporate Rupee Loan
of Rs.3,000 Lakh and Rupee Term Loan of Rs.24.84 Lakh) are secured/to be secured by way of first mortgages/charges over
certain immovable properties, both present and future, and also by way of hypothecation of the Company's certain movable
assets, both present and future, ranking pari-passu with the mortgages/charges created and/or to be created in favour of the
related first chargeholders subject to prior charges created/to be created in favour of a Financial Institution for short term
foreign currency loan and Company's bankers on specific movable assets for working capital requirements.
(ii) Corporate Rupee Loan of Rs.3,000 Lakh from a Financial Institution is secured by way of second/subservient mortgage over
certain immovable properties and also by way of second / subservient hypothecation of Company's certain movable assets,
both present and future, ranking pari-passu amongst related second chargeholders.
(iii) Rupee Term Loan from a Financial Institution of Rs.24.84 Lakh is secured by an exclusive charge by way of hypothecation
of a dwelling unit of the Company.
(d) Short Term Foreign Currency Loan from a Financial Institution and Working Capital Loan from Banks are secured by way of
hypothecation of stocks and book debts, both present and future, and secured/to be secured by creation of second charge by way
of mortgage/charge on certain other movable and immovable assets, ranking pari-passu amongst related second chargeholders.
2. Terms of Redemption
(a) 15% Secured Redeemable Non-Convertible Debentures are redeemable in two equal annual instalments commencing from 19th
September, 2002.
(b) 17% Secured Redeemable Non-Convertible Debentures are due for redemption on 30th September, 2002. During the year the
Company has purchased and cancelled to the extent of 29,930 Debentures.

UNSECURED LOANS
Fixed Deposits (Due within one year Rs. 154.8 Lakh, Previous year Rs. 0.21 Lakh) 213^0 0.21
Short Term Loan from a Bank 124.10
Short Term Foreign Currency Loan from a Financial Institution 553.19
Short Term Rupee Loan from a Financial Institution
Hire Purchase Liability (Repayable within one year Rs. 11.80 Lakh, Previous year Rs. 1.64 Lakh) 25.41 4.11
Interest free loans from
Stare Industrial and Investment Corporation of Maharashtra Limited under -
Sales Tax Incentive Scheme (Repayable within one year Rs. 9-91 Lakh, Previous year Rs.24.44 Lakh) 103.80 128.23
Capital Incentive Scheme (Repayable within one year Rs. 11.48 Lakh, Previous year Rs. 17.79 Lakh) 825.99 648.96
2,72X19 905.61
Schedules to the Accounts

uwptu atcjOH in**; »»

a&rNote; 2« Sdwfe&3i
5. FIXED ASSETS
Freehold land 27.12 3,522.07 3,549.0 3,549.19 27.12
Leuchold Land 33.72 28.60 - - 6232 8.15 7.01 0.77 - - 15.93 4439 25.57
Buildings 3,005.68 6,169.39 198.60 1.15 9,372.52 566.38 871.01 258.34 144.57 - r,53U6 722136 2,439.30
Hull and Machinery 9,845.75 24,718.81 357.55 71.06 34,851.05 W>) 4,171.71 5,440.76 1,615.43 , 67.18 '11,160,71 2&690J3 5,674.04
Machinery Spares 25.39 42.80 - - 68.19 6.69 17.12 17.10 - - 48.91 • 27.28 18.70
Office Equipment 168.76 210.60 24.85 3.76 400.45 126.06 117.75 36.71 26.94 1.54 252.04 148.41 42.70
Furniture and Finings 92.81 321.61 11.36 0.05 425.73 74.43 123.26 23.72 27.46 0.06 ' 193.89 231.84 18.38
Whkles 146.43 169.67 40.47 32.84 323-73 to 112.61 58.17 27.22 29.39 19.05 149.56 ."174.17 33.82
TOTAL 13,345.66 35,183.55 632.83 108.86 49,853.18 5,066.03 6,635.08 1,979.29 (d) 228.36 (d) 87.83 13,364.21 35,688.37 8,279.63
PreviotuYear 13.179.02 - 210.61 43.97 13,345-66 4,567.46 - 530.86 - 32.29 5,066.03
Add: Capital Adrances/VfeA-in-Progrew - at cost • 728.34 116.77
36.417.31 8,396-40

Notes:
(a) Includes Rs. 628.19 Lakh (Previous year - nil) being expenditure in respect of Outdoor Transmission Lines not owned by the Company.
(b) Includes Rs. 69.25 Lakh (Previous year - nil) being adjustments in rupee equivalent of long term loans arising from change in exchange rates.
(c) Includes Rs, 40.64 Lakh (Previous year - Rs. 5 Lakh) being assets purchased under the Hire Purchase Scheme,
(d) Depreciation as per Profit and Loss Account is net of write back as indicated in Note 4 on Schedule 31.

As at31sr As at 31st

INVESTMENTS
LONG TERM (AT COST OR UNDER)
OTHER THAN TRADE
QUOTED
FULLY PAID UP EQUITY SHARES IN
Industrial Development Bank of India 10720 10.00 1.72
The Emerald Company Limited 85600 10.00 12,84
The Bond Company Limited 43000 10.00
Likhami Leasing Limited 1,71,200 10.00
UNQUOTED
FULLY PAID UP EQUITY SHARES IN SUBSIDIARY
COMAPAN1ES
Carbon Enterprises Limited a,c 30,00,000 10.00 1393.76
Carbon Investments Limited b 30,00,000 10.00 300.00
ZERO COUPON DEBENTURES IN
Subsidiary Company
Carbon Investments Limited
Debentures of Rs. 1OO/- each fully paid up 3,00,000 100.00 300.00
Debentures of Rs. 100/- each Rs, 95/- paid up 20,00,000 100.00 1,900.00
Others
GKW Cements Limited 89,74,359 19.50
OTHERS
QUOTED
Units of Morgan Stanley Growth Fund 1,00,000 10.00 9.05
UNQUOTED
Units 1964 Scheme of Unit Trust of India 2,03,280 10.00 12.87
6 year National Savings Certificate (Deposited with Sales Tax Authority) 0.06 0.06
2,500.06
AGGREGATE AMOUNT OF INVESTMENTS :
Quoted 38.62
Unquoted 1,496.69 2,500.06
1,445.31 2,500.06
AGGREGATE MARKET VALUE OF QUOTED INVESTMENTS : 38.19
REPURCHASE PRICE OF UNITS 1964 SCHEME IN
UNIT TRUST OF INDIA 12.83
Schedules to the Accounts

6. INVESTMENTS (contd..)
Notes :
a) Acquired on amalgamation - Note 2 on Schedule 31
b) Cancelled on amalgamation - Note 2 on Schedule 31
c) Acquired pursuant to an another Scheme of Amalgamation pertaining to Subsidiary Companies of erstwhile Graphite India Limited pending allotment
in exchange of the following investments -
Fully paid up Equity Shares in Number Fully paid up Zero Coupon Debenture in Number
Graphite Holdings Limited 40,00,000 Graphite Holdings Limited 14,13,000
Graphite Investments Limited 40,00,000 Graphite Investments Limited 13,81,350

d) Shares/Units of Mutual Funds sold by the amalgamating companies during the year prior to High Court Order set out in Note 2(a) on Schedule 31
SHARES Number UNITS OF MUTUAL FUNDS Number
Carbon Everflow Limited 3,12,219 Prudential ICICI-
Ragini Finance Limited 2,40,000 Income Fund Growth Option 7,45,194.291
Graphite India Limited 2,40,000 Growth Fund Growth Option 69,092.584
Sun F&C Emerging Technology Fund-
Dividend Option 50,000.000
e) Units of Mutual Funds acquired and sold during the year
J.M. Mutual Fund 84,06,407.133 HDFC Liquid Fund - Dividend 51,094.861
Gtindlays Supet Saver - Income Option 3,79,830.975 Prudential ICICI Income - Growth 4,65,753.425
Gtindlays Cash Fund - Growth Option 3,99,964.984 DSP Merill Lynch Bond - Dividend Option 3,58,102.059

7. INVENTORIES
- AT LOWER OF COST AND NET REALISABLE VALUE
Stores and Spare Parts 739.77 321.89
Loose Tools 58.64 20.90
Raw Materials 2,216.32 1,007.46
Work-in-process ; 6,307.20 2,379.14
Finished Goods 4,531.65 831.22
13,853,58 4,560.61

SUNDRY DEBTORS
Unsecured
Debts outstanding for a period
exceeding six months -
Considered Good 1,556.52 897.63
Considered Doubtful 572.57 28.49
Other Debts -
Considered Good 5,998,42 4,417.82
Considered Doubtful 186.29 -
8,313.80 5,343.94
Less: Provision for doubtful debts 758.86 -_
7,554.94 5,343.94
 Schedules to the Accounts

CASH AND BANK BALANCES

Cash in hand 21.10 18.37
With Scheduled Banks on -
Current Accounts 105.27 82.18
Unpaid Dividend Accounts 26.87 14.23
Fixed Deposit Accounts 126.97 13.06
Margin Money Account 4.27 0.72
128.56

10. OTHER CURRENT ASSETS

Unsecured - Considered Good
Security and Other Deposits
Deposit with Electricity Authorities 217.97 146.03
Others 178.54 140.60
(Including Rs.0.50 Lakh in Post Office Savings
Bank Account - lodged with Excise Authority)
Interest Accrued on Deposits 10.52 11.19
407-03 297.82

11. LOANS AND ADVANCES

Unsecured - Considered Good
Advances recoverable in cash or in kind
or for value to be received 1,469-04 770.72
Accrued Export Entitlement 1,5 1,250.04
3,013-98 2,020.76

12. LIABILITIES
Acceptances * 874.20 311.20
Sundry Creditors-
Small Scale Units 36.15 33.68
Others 4,243.15 2,050.34
Advance from Customers 179-28 80.84
Other Liabilities 71-15 27.6!
Unclaimed and Unpaid Dividend 26.87 14.23
Interest Accrued but not due on loans 27039 96.28
5,701.19 2,614.18

" Secured by way of hypothecation of stocks and book debts in favour of Company's Bankers

Jo
Schedules to the Accounts

13. PROVISIONS
Current Tax (Net of payments) 651.39 47.60
Proposed Dividend 312.14
Tax on Dividend 31.84
1,44837 391.58

14. DEFERRED TAX LIABILITY (NET)

Deferred Tax Liabilities and Assets are
attributable to the following items
Liabilities
Depreciation 3,509,47

Less :
Assets
Expenses allowable for tax purpose on payment 111,47
Cost of Voluntary Retirement Schemes 34.76
Cost of merger 19.96
Provision for doubtful debts
Others
445.75
3,063.72

15. OTHER INCOME

Dividend on Long Term Investments from
Trade Investments ' 16.58
Other than Trade Investments 3.72
Interest on loans, deposits and others * 22.63 11.95
Claims Received 9831 8.16
Sales Tax Incentive 101:80
Rent Receipt 36.88
Liabilities no longer required written back 215-40 142.18
Exchange Gain (Net) 121.85
Profit on sale of Investment 37.49 9.05
Profit on sale of Fixed Assets(Net) 5.98
Miscellaneous Receipts 73.78 27.32
761.65 320.51
* Includes tax deducted at source 0.64
 Schedules to the Accounts

16. PAYMENTS TO AND PROVISIONS FOR EMPLOYEES

Salaries, Wages and Bonus 2,622.54 801.14
Contribution to Provident and
Pension Funds 186.46 44.88
Contribution to Superannuation Fund 47.03 8.23
Contribution to Gratuity Fund 134.95 19.21
Staff Welfare Expenses 526.45 137.91
3317.43 1,011.37

17. OTHER MANUFACTURING, SELLING AND ADMINISTRATIVE EXPENSES

Stores and Spare Parts Consumed 3,925.56 1,842.59
Power, Electricity and Water Charges 3,690.68 1,159.31
Repairs and Maintenance -
Plant and Machinery 441.00 205.53
Buildings 128,07 40.52
Others 118.85 43.39
Rent 17.55 22.02
Rates and Taxes 127.76 107.13
Insurance 310.33 183.78
Commission to Selling Agents 740.50 470.63
Travelling and Conveyance 306.50 174.67
Directors' Remuneration (other than Executive Director) 45-95 14.18
Auditors' Remuneration -
Audit Fee 6.50 2.50
Tax Audit Fee 0.60 -
Other Matters 3.98 1.17
Service Tax 0.49 0.18
Out of Pocket Expenses 0.36 0.20
Sales Tax 96.22 2.83
Provision for Doubtful Debts 758.86 -
Loss on Sale of Fixed Assets(Net) - 10.76
Bad Debts/Advances Written off 180.38 13.92
Freight and Transport 1,254.85 369.78
Bank Charges 202.82 81.62
Communication Expenses 125.64 76.49
Processing Charges 69.24 321.97
Contractors' Labour Charges 304.70 355.25
Amortisation of Expenditure under
Voluntry Retirement Scheme 13.09 3.03
Miscellaneous Expenses 802.00 279.00
13,672.48 5,782.45

J2
Schedules to the Accounts

18. (INCREASE)/DECREASE IN WORK-IN-PROCESS

AND FINISHED GOODS
Work-in-Process
Closing stock 2,379.14
Deduct: Opening stock * 2,483.04
(1,105.54) 103.90
Finished Goods
Closing stock 4,531.65 831.22
Deduct: Opening stock * 2,053.27 933.55
102.33
(3,583.92) 206.23

1
Opening stock of Work-in-Process and Finished Goods include Rs, 2822.52 Lakh and Rs. 1222.05 Lakh respectively acquired
on amalgamation.

19. INTERTSTON
Debentures 249,75
Term Loans 1,755.51 650.80
Others 791.93 299.37
2,797.19 950.17

20. SALES / INCOME FROM OPERATIONS

Sales including excise duty
Graphite Electodes, Anodes and
Miscellaneous Graphite Products 32,136 29,512.49 12,821 10,766.07
Carbon Paste 4,729
Calcined Petroleum Coke 10,564 1,093.07
Electricity (MU) 13 441,16
Impervious Graphite Equipment and Spares 246 1,567.41 274 1,373.05
GRP/FRP Pipes and Tanks 330 374.73 614 1,251-2-8
Others 143.97 24.57
33,786.71 13,414.97
Processing/Service Charges 8.65 29.12
Export Entitlement 3,048.; 1.364.60
14,808.69
Schedules to the Accounts

21. RAW MATERIALS CONSUMED

Raw Petroleum Coke 37,735 2,092.81
Calcined Petroleum Coke 23,720 6,342.76 9,879 2,227.85
Pitch 15319 2,745-96 4,563 878.37
Extrusion Oil (Kilo Litres) 259 48.95 95 20.30
Furnace Oil (Kilo Litres) 23,292 11,684 1,085.41
Others 390,13 556.00
13,649.34 4,767.93
Less: Materials Capitalised 8.93
13,640.41 4,767.93

22. BASIC AND DILUTED EARNINGS PER SHARE

Basic
Number of Equity Shares at the beginning of the year 2,93,79,245" 1,24 85,549
Number of Equity Shares at the end of the year 2,93,79>245 1,24 85,549
Weighted average number of Equity Shares
outstanding during the year 2,93,79,245 1,24 85,549
Face value of each Equity Share (Rs.) 10 10
Profit after Tax available for Equity Shareholders
Profit after Taxation (Rs. in Lakhs) 3,369.80 1,046.73
Less : Preference Dividend (Rs. in Lakhs) 62.50
3,307.30 1,046.73
Basic Earning per Share (Rs.) 11.26 8.38
Diluted Earning per Share (Rs.) 11.26 8.38
* Includding 1,68,93,696 Equity Shares to be issued by the Company pursuant to the Scheme of Amalgamation referred to i
Notes 2 and 3 on Schedule 31.

23 CLE VALUE OF IMPORTS

Raw Materials 5,75732 1,900.99
Components and Spare parts 15-60 14.40
Capital Goods 2.20
Schedules to the Accounts

2001-2002 2000-2001
24. EXPENDITURE IN FOREIGN CURRENCY ON ACCOUNT OF
Travelling 98.09 61.35
Commission 595.47 336.07
Export Sales Expenses 64.53 9.42
Interest 91.47
Others 25.28 27.98

25. EARNINGS IN FOREIGN CURRENCY

Export of Goods on F.O.B. Basis 18,998.54 8,147.93
Others 3.26 23.47

2001-2002
{Rs. in Lakh) % (Rs. in Lakh)
26. CONSUMPTION OF
a) Raw Materials
Imported 6,785.25 49 2,335.67 49
Indigenous 6,855.16 51 2,432.26 51
13,640.41 100 4,767.93 100
b) Stores and Spares
Imported 25.00 1 24.50 1
Indigenous 3,900.56 99 1,818.09 99
3,925.56 100 1,842.59 100

i-2002 2000-2001
For 2000*2001 Bar! 999-2000
27. AMOUNT REMITTED IN FOREIGN CURRENCY
On account of Dividend excluding payments to mandatees in India (Rs. in Lakh) 3.17* 40.30
Number of Shares held by Non-Resident
Shareholders in respect of which
dividends were remitted 23,26,824 13,43,174
Number of Non-Residcnt Shareholders 61 61
* includes Rs. 24.63 Lakh remitted to Non-Resident
Shareholders of the amalgamating Company
Schedules to the Accounts

** *T* \r T*
M.T* M.T.
28. PARTICULARS REGARDING CAPACITY, PRODUCTION AND STOCKS
i) Capacity per annum as approved by Central Government
Graphite Electrodes, Anodes and Miscellaneous Graphite Products 40,000 10,000
Carbon Paste 15,000
Nuclear Graphite 3162
Impervious Graphite Equipment and Spares 650 650
Metallic Heat Exchangers 2,000 2,000
GRP/FRP Pipes and Tanks (Refer Note below) 15,500 15,500
Calcined Petroleum Coke Not applicable Not applicable
Electricity (MU) Not applicable Not applicable
Note : Approved capacity of GRP/FRP Pipe and Tanks shown above covers registered capacity of 5,000 units per annum of Portable Water Filtration Units

ii) Installed Capacity per annum (As certified by Company's Technical Expert)
Graphite Electrodes, Anodes and Miscellaneous Graphite Products 33,000 10,000
Carbon Paste 19,800
Impervious Graphite Equipment and Spares 650 650
GRP/FRP Pipes and Tanks 10,000 10,000
Calcined Petroleum Coke 25300
Electricity (MU) 134 51
iii) Actual Production/Generation
Graphite Electrodes , Anodes and Miscellaneous Graphite Products* 35,447 12,796
Carbon Paste 5118
Impervious Graphite Equipment and Spares 255 269
GRP/FRP Pipes and Tanks 368 492
Calcined Petroleum Coke* 26,212
Electricity (MU)* 134 47
* Includes captive Consumption
Graphite Electrodes, Anodes and Miscellaneous Graphite Products 200
Calcined Petroleum Coke 15,648
Electricity (MU) 116 47
2001-2002 2000-2001
M.T. (Rs. In Lakh) M.T. (Rs. in Lakh)

iv) Opening Stock

Graphite Electrodes, Anodes and Miscellaneous Graphite Products 852 750.59 877 719.98
Impervious Graphite Equipment and Spares 12 41.48 17 50.51
GRP/FRP Pipes and Tanks 44 36.97 166 162.86
Others 2.18 0.20
831.22 933.55
Acquired on Amalgamation _
Graphite Electrodes, Anodes and Miscellaneous Graphite Products 2,621 1,168.83
Carbon Paste 374 47.84
Electricity (MU) - 1.58 -
Others 3.80 _
1,222.05
2,053.27 933.55
v) Closing Stock
Graphite Electrodes, Anodes and Miscellaneous Graphite Products 6,584 4,241.02 852 750.59
Carbon Paste 763 99.63
Impervious Graphite Equipment and Spares 21 68.22 12 41.48
GRP/FRP Pipes and Tanks 82 55.60 44 36.96
Electricity (MU) 5 55.77
Othets 11.41 2.19
4,531.65 831.22
Schedules to the Accounts

(Rs.in Lakh)
29. COMPUTATION OF NET PROFITS UNDER SECTION 198 READ WITH
SECTION 309 OF THE COMPANIES ACT, 1956 FOR THE PURPOSE OF
COMMISSION PAYABLE TO THE EXECUTIVE DIRECTOR AND
OTHER DIRECTORS
Profit before taxation as per Profit and Loss Account 3749.11
Add: Managerial Remuneration 91.78
Provision for Doubtful Debts 758.86
Amortisation of Expenditure under Voluntry Retirement Scheme 13.09
Provision for Wealth Tax 6.00 869.73
4618.84
Less: Profit on sale of Investments 37.49
Profit on sale of fixed assets 1.24 38.73
Net Profit under Section 198 4580.11

DIRECTORS' REMUNERATION
Executive Directors
Salary 9.92
Commission @ 10% of Rs. 4580.11 = 458.01
Restricted ro maximum amount payable 7.00
Contribution to Provident and other Funds 3.13
Other benefits 25.78 45.83
Other Directors
Sitting fees 1.95
Commission @ 1% of Rs. 4580.11 = 45.80
Restricted to maximum amount payable 44.00 45.95
Total for the year 91.78

Notes :
(a) Executive Directors' remuneration includes Rs. 10.64 Lakhs being amount paid/ payable to Executive Directors of the
amalgamating company for which approval of the Shareholders of the Company is being sought in the ensuing annual general
meeting.
(b) Directors' Sitting fees include Rs.1.10 Lakhs paid to the Non-Wholetime Directors of the amalgamating companies.
Schedules to the Accounts

30. BALANCE SHEET ABSTRACT AND A COMPANY'S GENERAL BUSINESS PROFILE

1 REGISTRATION DETAILS
State Code 21
Registration No. 94602
Balance Sheet Date 31stMarch,2002
2 CAPITAL RAISED DURING THE YEAR (AMOUNT IN RUPEES LAKH)
Public Issue Nil
Rights Issue Nil
Bonus Issue Nil
Private Placement Nil
3 POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (AMOUNT IN RUPEES LAKH)
Total Liabilities * 63,029.00
Total Assets 63,029.00
Sources of Funds
Paid-up Capital ** 3,438.09
Reserves and Surplus 28,998.96
Secured Loans 17,656.48
Unsecured Loans 2,722.19
Application of Funds
Net Fixed Assets 36,417.31
Investments 1,445.31
Net Current Assets 17,964.45
Miscellaneous Expenditure 52.37
Accumulated Losses Nil
* Includes Owners' Funds - Rs.32437.05 Lakh and
Deferred Tax Liability (Net) - Rs. 3063.72 Lakh
** Includes Share Capital Suspense Rs.2189.37 Lakh being shares to be allored
pursuant to the Scheme of Amalgamation referred to in Note 2 on Schedule 31.
4 PERFORMANCE OF COMPANY (AMOUNT IN RUPEES LAKH)
Turnover (including Other Income) 37,605.87
Total Expenditure 33,856.76
Profit before Tax 3,749.11
Profit after Tax 3,369.80
Earning per Share in Rs. 11.26
Dividend Rate % 25
5 GENERIC NAMES OF THREE PRINCIPAL PRODUCTS/SERVICES OF COMPANY (AS PER MONETARY TERMS)
Item Code No.(ITC Code) 854519.01
Product Description Graphite Electrodes
Item Code No.(ITC Code) 841950.01
Product Description Impervious Graphite Equipment and Spares
Item Code No.(ITC Code) 271312.00
Product Description Calcined Petroleum Coke
Schedules to the Accounts

31. NOTES ON ACCOUNTS

1. SIGNIFICANT ACCOUNTING POLICIES
A. FIXED ASSETS =
(a) FIXED ASSETS are stated at cost of acquisition and subsequent improvements thereto including taxes, duties, freight and
other incidental expenses related to acquisition and installation. Interest incurred on borrowings to finance fixed assets during
construction period, if substantial, is capitalised. Pre-operative expenses for major projects are also capitalised, where appropriate.
(b) 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
accounting period.
(c) DEPRECIATION on fixed assets including those utilised in RESEARCH AND DEVELOPMENT activities, is provided on
straight line basis which is in conformity with the requirements of the Companies Act, 1956. Leasehold land is amortised over
the primary lease period. Also refer Note 4.
(d) 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.
B. INVESTMENTS =
(a) INVESTMENTS (Long Term) are stated at cost less write down for any permanent diminution in carrying value.
(b) EARNINGS FROM INVESTMENTS, where appropriate, are accrued or taken into revenue in full on declaration or receipts.
C. INVENTORIES;
Inventories are valued at lower of cost and estimated net realisable value. The costs are in general ascertained under weighted
average formula.
D. FOREIGN CURRENCY TRANSACTIONS:
Transactions in foreign currency outstanding at the Balance Sheet date are accounted for at the contracted rate when covered by
forward contracts and at exchange rates prevailing on the Balance Sheet date in the case of others. Exchange differences are dealt
with in the Profit and Loss Account, other than those relating to acquisition of Fixed Assets which are capitalised.
E. REVENUE =
Revenue is recognised on completion of sale of goods and rendering of services. Sales are inclusive of excise duty less discounts as
applicable. Export entitlements are recognised after completion of related exports on prudent basis.
E LONG TERM CONTRACTS :
In case of long term contracts, revenue is recognised only on completion of jobs. Jobs-in-progress (included in inventories under
Work-in-Process) are stated at cost and related progress payments/advance received against these jobs are shown under Current
Liabilities. Foreseeable loss, if any, is considered appropriately.
G. RESEARCH AND DEVELOPMENT EXPENDITURE (R & D):
Revenue expenditure on R & D is expensed in the period in which it is incurred. Capital expenditure on R & D is capitalised.
H. RETIREMENT BENEFITS :
Contributions under Defined Contribution Plan payable in keeping with the related schemes are funded and charged in the Profit
and Loss Account. Contributions under Defined Benefit Plans as determined on the basis of aauarial valuation are funded and
charged in the Profit and Loss Account.
I. LEAVE ENCASHMENT BENEFITS :
Provision is made for Leave Encashment Benefits based on actuarial valuation.
J. CONTINGENCIES =
Contingencies including foreseeable losses which can be reasonably ascertained are provided for, if in the opinion of the Company,
there is a probability that the future outcome may be materially detrimental to the Company.
K, NON-RECURRING REVENUE EXPENSES :
Majot non-recurring revenue expenditure are expensed over the periods during which the benefits are estimated to accrue.
L. PRIOR PERIOD AND EXTRA ORDINARY ITEMS:
Prior period and extra ordinary items and changes in accounting policies having material impact on the financial affairs of the
Company are disclosed.
M. MATERIAL EVENTS =
Material events occurring after Balance Sheet date are taken into cognisance.
N. CURRENT TAX AND DEFERRED TAX =
Current tax is determined as the amount of tax payable in respect of taxable income for the period based on applicable tax rate
and laws. Deferred tax is recognised subject to consideration of prudence in respect of deferred tax asset, on timing difference,
being the difference between taxable income and accounting income that originates in one period and are capable of reversal in
one or more subsequent periods and is measured using tax rate and laws that have been enacted or substantively enacted by the
Balance Sheet date. Deferred tax assets are reviewed at each Balance Sheet date to re-assess realisation.
Schedules to the Accounts

31. NOTES ON ACCOUNTS (contd...)

2. (a) Pursuant to the Scheme of Amalgamation ('the Scheme') sanctioned by the Hon'ble High Courts of Bombay on 8th March, 2002
and Calcutta on llth March, 2002, the undertakings of erstwhile Graphite India Limited (GIL) and Carbon Investments Limited
(CIL), the transferor companies, engaged in the business of manufacturing of graphite electrodes, other carbon products and
trading in securities respectively, stand transferred to and vested in the Company with effect from 1st April, 2001, Accordingly,
the Scheme has been given effect to in these accounts in terms of the aforesaid High Court orders. The name of the Company
stands changed from Carbon Everflow Limited to Graphite India Limited subsequendy upon compliance with necessary formalities
set out in the aforesaid Scheme.
(b) In accordance with the above mentioned Scheme, 1,68,93,696 Equity Shares of Rs.10/- each, fully paid are to be issued by the
Company to the Equity Shareholders of GIL in the ratio of fourteen Equity Shares of the Company for every ten equity shares
held in GIL and 5,00,000 12.5% Redeemable Cumulative Preference Shares (Preference Share) of Rs, 100/- each are to be issued
by the Company to the Preference Shareholders of GIL in the ratio of one Preference Share of the Company for every Preference
Share in GIL. Upon the Scheme becoming effective, the Company's investment in 30,00,000 Equity Shares in the share capital
of CIL, a wholly owned subsidiary, stands cancelled. Pending allotment of the Equity and Preference Shares at the year end, these
shares have been shown in Schedule 1 as "Share Capital Suspense Account".
(c) In terms of the Scheme referred to in paragraph 2(a) above, all assets and liabilities of the transferor Companies, have been
incorporated in the books of the Company at their respective book values, other than certain Fixed Assets (as on 1st April, 2001)
and Investments (as held on the date of the Scheme becoming effective) which have been incorporated at values as determined
by the approved valuer and at market values or break-up values as determined by the approved valuer respectively. In keeping with
the aforesaid Scheme, the existing reserves of the transferor companies have been incorporated in the books of the Company in
the same form in which they appear in the books of the transferor companies as reflected in Schedule 2. The Scheme is in the
nature of Merger other than incorporation of certain assets at valuation as aforesaid.
(d) Also, pursuant to the aforesaid Scheme, the net accretion of Rs. 4,912.24 Lakh (Schedule 2) representing the difference between
the values of the assets and the liabilities of the transferor companies incorporated as aforesaid and the aggregate face value of the
Equity and Preference Shares to be allotted by the Company and reserves of transferor companies as aforesaid has been adjusted
against the General Reserve of the Company.
(e) Pending completion of the relevant formalities of transfer of certain assets and liabilities acquired pursuant to the Scheme
of Amalgamation as mentioned above, such assets and liabilities remain included in the books of the Company, under the name
of the transferor Companies.
3- Payment of dividend for the year has been worked out on the basis of paid-up Equity and Preference Share Capital being Rs. 3,438.09
Lakh which includes the Share Capital Suspense of Rs. 2,189-37 Lakh as on 1st April, 2001 pursuant to the Scheme of Amalgamation
referred to in the Note 2 above.
4. In order to streamline the depreciation policy for all locations and to ensure uniformity of depreciation charge each year, the method
of charging depreciation has been changed retrospectively during the year from written down value method to straight line method,
referred to Note lA(c) above, in respect of certain fixed assets of the Company as on 31st March, 2001 resulting in write back of Rs.
228.36 Lakh in these accounts and depreciation charge for the current year being higher by Rs. 4.60 Lakh.
5- Contingent Liabilities not provided in respect of As on 31st March As on 31st March
2002 2001
ln
A. Claims not acknowledged as debts etc. (Rs- Lakh)
a) Disputed Income tax Liability for which appeals are pending etc. - 149.58
b) Disputed Excise Duty for which appeals are pending 124.02 135-95
c) Disputed Sales Tax demand for which appeals preferred by the Company 133.25 0.32
d) Others 209.32 122.57
B. Bill discounted 2,227.18
C. Bank Guarantees outstanding 507.54 595.88
D. Guarantee given by the Company to Housing Development Finance Corporation Limited
in connection with loans granted to certain employees and their relatives. - 0.43

6. The Company has adopted Accounting Standard 22 - "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants
of India, mandatory with effect from accounting period commencing from 1st April, 2001. Accordingly, the accumulated net deferred
tax liability amounting to Rs. 3,199.42 Lakh as on 1st April, 2001 has been ascertained and adjusted with General Reserve.
7. Research and Development Expenditure of revenue nature of Rs. 57.79 Lakh (Previous year Rs. Nil)
Schedules to the Accounts

31. NOTES ON ACCOUNTS (contd...)

8. SEGMENT INFORMATION
A. Primary Segment Reporting (by Business Segments)
i) Composition of Business Segments
The Company's operations predominantly related to the following segments:
a) Graphite and Carbon Segment, engaged in the production of Graphite Electrodes, Anodes and other miscellaneous Carbon
and Graphite Products,
b) Power Segment engaged in generation of Power, and
c) Other Segment, engaged in manufacturing of Impervious Graphite Equipment (IGE) and Glass Reinforced Pipes (GRP)
ii) Inter Segment Transfet Pricing
Inter Segment prices are normally negotiated amongst the segments witK reference to the costs, market prices and business risks.
iii) Segment
D Revenues, Results and Other Information as at/ for the !year ended 31st March, 2002. /n . , , ,..
(Rs. in lakh)

Graphite Power Others Total of

and Reportable
Carbon Segments
Sales/Income from Operations
External Sales 31,403.41 441.16 1,942.14 33,786.71
Inter Segment Sales 224.84 5,526.56 - 5,751.40
Income from Operations (External) 3,051.44 - 6.07 3,057.51
Segment Revenues 34,679.69 5,967.72 1,948.21 42,595.62
Segment Results 4,053.06 2,910.43 243.15 7,206.64
Segment Assets 43,967.47 11,264.47 3,736.42 58,968.36
Segment Liabilities 4,505.39 323.74 383.34 5,212.47
Capital Expenditure @ 680.43 381.45 85.58 1,147.46
Depreciation and Amortisation 1,121.41 577.11 (2.14) 1,696.38
Non-cash Expenses other than
Depreciation and Amortisation 929.49 - 9.75 939.24

Reconciliation of Reportable Segments with the Financial Statements

Results
Revenues Net Profit Assets Liabilities *
Total of Reportable Segments 42,595.62 7,206.64 58,968.36 5,212.47
Corporate - Unallocated / Others (Nee) (660.34) 4,060.64 25,379.48
Inter Segment Sales (5,751.40)
Interest Expenses (2,797.19)
Taxes (Net) (379.31)
36,844.22 3,369.80 63,029.00 30,591.95
* Excluding Shareholders Funds

B. Secondary Segment (Geographical

Domestic Export Total

Revenues 17,173.41 19,670.81 36,844.22

Total Assets 63,029.00 63,029.00
Capital Expenditure @ 1,173.57 1,173.57
1
Excluding items acquired pursuant to the Scheme of Amalgamation (Refer Note 2 above)
Schedules to the Accounts

31. NOTES ON ACCOUNTS (contd...)

9. RELATED PARTY DISCLOSURES

(i) RELATED PARTIES
Name Relationship
(a) Where Control exists
Ragini Finance Limited Subsidiary up to 16th October,2001
Carbon Enterprises Limited Subsidiary
(b) Others '
Mr. P C Lakhotia, Executive Director Key Management Personnel
From 1st Aprii,2001 to 30th November,2001
Mr, N Venkataramani, Executive Director Key Management Personnel
of erstwhile Graphite India Limited
From 19th October,2001 onwards
Late A K Jain Key Management Personnel
Executive Director of erstwhile
Graphite India Limited From
1st April,2001 to 30th November,2001
Mrs. D.D.Lakhotia Relative of Key Management Personnel
Ms. K-Lakhotia Relative of Key Management Personnel

(ii) PARTICULARS OF TRANSACTIONS DURING THE YEAR ENDED 31ST MARCH, 2002
(Rs.in Lakh)
Nature of Transactions Subsidiaries Key Management Relatives of Key Total
Personnel Management Personnel
Directors' remuneration 45-83 45-83
Rent 1.88 1.88
Sale of Fixed Assets 0.25 0.25
Investment in Equity Shares 1393.76 1393.76
- Refer Note (c) on Schedule 6
Balance Outstanding at the year-end
Sundry Creditors
-Others 9.72

10. Previous year's figures have been regrouped or rearranged, wherever necessary. Consequent upon the Amalgamation, referred to in
Note 2 above, the assets and liabilities, income and expenditure and other transactions of the erstwhile GIL and CIL have been
incorporated in these accounts and as such the figures pertaining to the previous year are not comparable with the current year.

K.CParakh B. Shiva N. Venkataramani K. K. Bangur

PRICE WATERHOUSE Sr. Vice President - Finance Company Secretary Executive Director Chairman
GRAPHITE INDIA LIMITED
(Formerly Carbon Everflow Limited)

CASH FLOW STATEMENT PREPARED PURSUANT TO CLAUSE 32 OF

LISTING AGREEMENT FOR THE YEAR ENDED 31ST MARCH, 2002

A. Cash Flows from Operating Activities

Profit before taxation 3,749.11 1,276.73
Adjustments for:
Depreciation 1,750.93 530.86
Foreign Exchange (Net) (42.51) (3.49)
Investment Income (20.30) -
Profit on Sale of Investments (37.49) (9.05)
Interest Expense 2,797.19 950.17
Interest Income (22.63) (1L95)
(Profit)/Loss on Sale of Fixed Assets (Net) (5.98) 10.76
Bad Debts/Advances written off 180.38 13.92
Provision for Doubtful Debts 758.86 -
Liability no longer required written back (215.40) (142.18)
Provisions 3034 15.00
Amortisation of Expenditute 13.09 3.03
Operating Profa before Working Capital Changes 8,935.59 2,633.80
Adjustments for:
(Increase)/Decrease in Trade and Other Receivables 3,220.66 (1,251.84)
(Increase)/Decrease in Inventories (3,114.16) 181.67
Increase/(Decrease) in Trade payables (613.74) 22.51
Cash generated from Operations 8,428.35 1,586.14
Taxes Paid (193.02) (215-70)
Payment made under Voluntary Retirement Scheme (65.46) (3.03)
NET CASH FROM OPERATING ACTIVITIES 8,169.87 1,367-41
B. Cash Flows from Investing Activities
Purchase of Fixed Assets (1,197-59) (217.92)
Proceeds from Sale of Fixed Assets 25.77 0.91
Investment in subsidiaries of erstwhile Graphite India Limited (277.00) _
Investment in Other Securities (1,478.41) (95.00)
Sale of Investments 1,768.45 104.05
Interest Received 18.91 14.24
Dividend Received 20.30 -
NET CASH USED IN INVESTING ACTIVITIES (1,119.57) (193.72)
C. Cash Flows from Financing Activities
Proceeds from borrowings
Long term 1,718.90 81.05
Short term 2,035.60 766.77
Repayment of borrowings
Long term (4,199.02) (329.44)
Short term (2>920,14) (484.84)
Interest paid (2,905.70} (933.68)
Dividend paid (including tax thereon Rs.68.99; Previous Year Rs.4l.20) (736.46) (411.63)
NET CASH USED IN FINANCING ACTIVITIES (7,006.82) (1,311.77)
Net Cash inflow/(outflow) 43.48 (138.08)
Cash and Cash equivalents as at March 31, 2001 128.56 266.64
_
Add : Cash and Cash equivalents taken over consequent upon amalgamation [Note 2] 112.44
241.00 266.64
Cash and Cash equivalents as at March 31,2002 284.48 128.56
Net Cash inflow/ (outflow) 43.48 (138.08)
CASH FLOW STATEMENT (contd,..)

Notes: . .
1. The above Cash Flow Statement has been prepared under the 'Indirect Method1 as set out in the Accounting Standard - 3 on
Cash Flow Statement issued by the Institute of Chartered Accountants of India.
2. Pursuant to the Scheme of Amalgamation ('the Scheme') sanctioned by the Hon'ble High Courts of Bombay on 8th March, 2002
and Calcutta on 11 th March, 2002, the undertakings of erstwhile Graphite India Limited and Carbon Investments limited, the
transferor companies stand transferred to and vested in the Company with effect from 1 st April, 200-1. In terms of the aforesaid
Scheme, all assets (including cash in hand Rs. 6.30 Lakh and balances with Scheduled Banks Rs. 106.14 Lakh) and liabilities of
the transferor companies, have been incorporated in the books of the Company. Further in keeping with the aforesaid Scheme,
1,68,93,696 Equity Shares of Rs. 10A each and 5,00,000 12.5% Redeemable Cumulative Preference Shares of Rs. 100/- each are
to be issued by the Company to satisfy its obligation to the Shareholders of an amalgamating company.
3. Previous year's figures have been regrouped or rearranged, wherever necessary. Consequent upon the amalgamation referred to in
Note 2 above, cashflows of amalgamating companies have been incorporated in the current year and accordingly; are not comparable
with the previous year.

Place: Kolkata K. C, Parakh B. Shiva N. Venkataramani K. K. Bangur

Date : 8th June, 2002 Sr, Vice President - Finance Company Secretary Executive Director Chairman

AUDITORS' CEKTIFIGAIB
The above Cash Flow Statement together with the Notes thereon has been compiled from and is based on the audited accounts of
Graphite India Limited (formerly Carbon Everflow Limited) for the year ended 31st March, 2002 reported upon by us on 8th June, 2002.
According to the information and explanations given, the aforesaid Cash Flow Statement together with the Notes thereon has been
prepared pursuant to Clause 32 of the Listing Agreement with Stock Exchanges and the reallocations required for the purpose are as made
by the Company.
P. Law
Partner
For and on behalf of
Place : Kolkata PRICE WTERHQUSE
Date: 8th June, 2002 Chartered Accountants
 1 Name of the Subsidiary Company Carbon Enterprises Limited

2 Financial year of the 31st March, 2002

Subsidiary Company

3 Holding Company's Interest Entire paid-up equity

share capital of 30,00,000
equity shares of Rs.10/-
each fully paid-up
(Shares alloted on 23rd April, 2002)

4 (a) Net aggregate amount of the

profit 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.55.20 Lakh

(ii) for the previous financial years

of the subsidiary since it
became subsidiary of the
Company

(b) Net aggregate amount of the profit of

the subsidiary company dealt with
in the account of the Company

0) for subsidiary Company's

above financial year

(ii) for the previous financial years

of the subsidiary since it
became subsidiary of the
Company

Place : Kolkata K.C. Parakh B. Shiva N. Venkataramaai K. K. Bangur

Dated : 8th June, 2002 Sr. Vice President - Finance Company Secretary Executive Director Chairman
 BON ENTERPRISES LIMITED
/ORS' REPORT

We have audited the attached Bakncc Sheet of CARBON iii) The Balancciheet jnd rlic Profir & Loss Account dealrwitri
_accouniing standards hid been followed along with proper ENTERPRISES LIMlTED'feflneri)' known ai Bingur Enteiprim
Ltd. ai at 31tt March, 1002 »nd its Profit & Loss Account for the iv) In ora opinion, die Balancr Sheet ind the Profit & Loss
'0 is bei
lycai.
of the mte of afrits of the Company as at March, 31. 2002 and based a
10 augment long 'fan rejouices, the Company issued md allotted ofdw cUreoorsof die Company U iTuquaUfied ai on 31si
21.500 Equuy Shjirs of Rs. 101- each dining die year unde! review. March, 2002 from being appointed » a diretioi in renns of
clause (gl ofsub-seoion (I) of Section 274 of rfKCompsnies
Unwed to CARBON ENTERPRISES LIMITED with effect from Act, 1956,
Isi April. 2002.

made hy management, as well ai evaluating the overall financial

by the Honble High Court at Cilcura on 2Oth February, 2002 and
DIRECTORS rhe infiMtnation mjuired by die Companies An, 1956, in

confoimity wkh the accounting principles generally accepted

from 1st April, 2001, being the appointed dan under the said Report) Order, 1988tsued by ihe Compajiy Law Boatd in terms
Scheme. of Seccmn 227 (4A) of the Companies Act, 195S, we radoie in
a. mthecaseofiheBaUnceSheet.of [he Hate of affairs of
Pursuant to the Scheme of Amalgamation. 30,00.000 Equity Sham AUDITORS Ac Company is at Jlit March, 2002.
4 and S of tht laid Order.
Company also retire and are eligible fei re-appoimmEnt.
ForLAKHOTlA&CO.
OnbeaalfofrheBoaid
Lid.
DIRECTORS' RESPONSIBILITY STATEMENT
Pimuant to [he prwisioni of Section 217 (2AA) of the Companies
Act, 1556, the Director! mate - . Koiksu NARESH LAKHOT1A
1. rim in the preparation of the Annual Accounts, die applicable Durcd iht 5th June, 2002 Dated; 5th }une, 2002 PARTNER

ANNEXURE TO THE AUDITORS' REPORT

ouraudine as ai 31st Mitch, 2002 for i period of more than

March, 2002,

meaning of Clmse fe) of Sub seitUjn (1) of Seetiori } of the

Sick Industrial Companies (Special Provisions) fax, 1985.

Companies Act, 1956.

been made therein. All the shales, debentures and other

Jfll of ibe Cnmpaniej ACT. 1956 and/of to companies under is sand in Note (e) and (f) in die Notes on actouni in Schedule
11.
CompBiHs An, 1956.
For LAKHOT1A & CO.
Chartered Accountants

rith its Koliaa NARESH LAKHOTIA

Dtted: 5th June, 2002 PARTNER
Tax. Wealth Tax. Sales Tax. CuitOm Duty ind Excise Duly

BALANCE SHEET AS AT 31ST MARCH. 2002 PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2002

SOURCES OF FUNDS INCOME

SHAREHOLDER!,' FUNDS
Capital
Trade
TOTAL Qriwi than Trade
APPLICATION OF FUNDS Interest on Deposits and Others (Indudn Tii Dohaoj«
INVESTMENTS
CURRENT ASSETS, LOANS AND ADVANChS
EXPENDITURE
Cash mil Bank BiUncw

Loans and Advances PROFIT FOR THE YEAR CARRIED FORWARD

BASIC AND DILUTED EARNINGS PER SHARE
NOTES ON ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES
CURRENT LIABILITIES AND PROVISIONS
NET CURRENT ASSETS
Miscellaneous Eipenditure
(to the extent not wtit.cn off or adjusted!
Preliminary Eipenws
SEHEDL'l.t ANNEXED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MA1W.H, 2002

10. BALANCE WtliKT ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

I RFC-IS"! RATION DF.TAIIS
1 CAPITAL •-lattCod; 21 Rcytsttation No S5S50
AUTHORISED Ba!an« Sheet Date 3ht Match, 2002
i nllO UOU Ei|uirv Share! (Proiou<v,Jr 1(10 mm, ot R., Id cadi J CAI'I I'AL RAISKIJ DimiNGTHE VLAK (AMOUNT IN RUPEES THOUSANDS)
ISSUED. SUBSCRIBED AND PAID UP hibliclsiHc Nil Kip-du lane Nil
Equity Shart! (Previous VC3( 3 WO) of Rs ] I)/-each fully paid up m cash
Bonus Issue Nil Pnrarc- Placement Nil
.Share Capital Suspense
* IIJSITlONtJF.\10flll IS*T.ONAXrjDF.Pl()YMENT OF FUNDM.JuVfOL'NT IN RUPKESTHOUSWDS)
'lO'I'AL 1.IAB11.ITIIS l.il.T'i'i TOTAL ASSETS' 13'),370
S.nme-...fl- uu di
I'jid-np Capital 30,000 Re-crves jnd .Surplus 109,3~{)
A« jit 31« Secured I ,ians - Unsecured Loans
Mardi, 2002 Application rrf Fund.
2. RESERVES A N D Sl'RPU 'S
Net Current Aswti 46,1.18 Mlsceilaocoili Expenditure
Profit and Low Account •I PERFORMANCE OF COMPANY (AMOUNT IK RUPFJ-'.S THOUSANDS)
ruriiovw (mJudiDK Oiher Ircume) 5,146 Tinal Cxpfnditurr 4J(.
l'rot.rl,ctorrTai 5.520 1'rt.Ht after la. 1,52(1
Earning ri-t Share in Rs. 1.84 Dividend Rate %
A] a 31st Muth, J<H» At M 31« Man.B. 2001
^ (jl-.Vl-.RK, NAME.S OFT HREE PRINCIPAL PRODlXri'.S/Sr.KVICESOF COMPANY (Ai PER MONETARY I'i-RMS)
Rte NiBnbw AHBUHH fat NumW Amount
Vjfcw fU Vaiar Ri ln-ni i-;.>dc N" (ITC Code) Not apphubk
' INVESTMtNIS ATCOS1 Pradint DeRripnon Not appli.-jl.lt
Tridc Quortd

hlllv paid up Equity ".hares in -

The Bund Company I imiiei!

I ithami Leasmj. 1 tinted
GKW Limited
PTC Industrie* L id
Unquoted -
H 1. Investment Company 1 id
N.khil Agioiam,, Ltd.
1-ully piid up Unsecured /no
Coupon Optionally < imrer'iMr IVKl 1 «1

:
Di r-tRRi-DTAX.-\noN

10 11 <<.')!3 4X4 l.5IS,706

Pioneer IT! - Income Buildet Gnwil, Han 1(1 780,741 70^ 14,9!1),!I74
Prmiemul [CIC1 Incc-mc Plan ' ,r<™il, 10 3S6.S09.42t (!,3(XJ,lfl4
HDFC Intume hind Unwih 1(1 1,OW),000.000 12.847,000 Standud 22- Acwuinring mrTaicMin Income issu«t oy tht Inwitutc of Charteral Actonniams r,f India
ReSioncc Month!v Int.. >n»- i'l.in- l.Kwrh in 400,ooa ooa 4,S65,48«
Korak Mahindr.1 K Bund 1 l,m
Scheme')') i Whole l al.- PUn) Cnmth
ugh On. Ji Calcutta or^Oih
IFS'irnhidtndOpH.in
Reliancr l.nonif Kind - I lalt V.-a-tv 1 hvideiid IH.m
riivak Mahmdra K Bond Whiik- Sjlc Pijr, D.vulend
Limited. A<a.ordmgly. the Schf aw hjs been given effect to in these .accounts in terms of the aforesaid High Cpurt nracr
•hi In u-,ns o! the sdiemr 30.00,000 B|,iity shares of Rs.UV- «ch credited as fully paid shall sund issued and allotted to
( irjph.re Indij Limited in [leu of all ihf «uinv <lur« ind wrro coupon optionally convertible dehei.ttites h,-id by il in
ihi amaliymiimf: lumpanii:. whiiJi shall stand unccllcd Peiidmg allotment, the said sum .il"Ks.3.CX>,0(l,UOO' hask-cn
imiutlcd in Sluit Capital Suspense in Schedule 1. The allotment has been made on 23rd April, M02. The tampan;
is j * Kollv ,wnrd v.ifisiduty of Graphite India Ijmited

JgSJfi-aiinf; to Hs ! .82,90.1 If.;'- in the Profit and Loss Accounts uf ihe amalgamating companies VMV; hern inroiponied

id) The ( ompjnv\ ts-.ted, "uhscnbed and paid up share capital as at die beginning of the yea. was Ri.31,l>00f- divided imc.
.( WO H[uitv •.har;.", of Rs I"/- ilch. During .he real 2 1,5flO equity shares of Rs.lli/- each were issued, subscribed iod
fulli j>a:d up ir. oish. I'ht mart share capita! ot Rs.2 W.OOIV. held Sy rhe amalgamntig companeis and its nunuuei-s
s[ 9t ,,ls can.-elled mi ihe «hcri« becoming effective.
CASH AND BANK BALANCES •'el Pending completmn of the relevant I'ntmslioes of iiatisfet oFcerain a.«eis and liabilitie,, ac^uirtd pursuant t« the Scheme
C^hin hand
With S(hednled [link -
On Current ,Vtl,.ml ,i'i InveJiiicms ihtr*n in Schedulc-3 in Likliami U»«ng Limited arc after considering the equity ihar& t..be liuied upon
UnHttdDcpoutActount redu. lion jml ..m«.lidaiion c.f capital and it< lieu of die Fully Convertible Debentures held m arrajg,imating ,ompani«
.is per a scheme sanctioned by Hon'ble Hijjl Ciiiut at Calcutta on 25lh February, 20112.
;p) In view ofrh,- amalgamaowi wivh effect from Isr April, 2001 the figures foi the ciirient year are not uunpaiable w i t h
those ufllieprevioiBTCar
6. OTHER CURRENT A.SSETS
Ihl SIGNIFICANT ACCOUNTING POLICIES
.SttDllt}' IlcpOMl

Interest An.tu.-d on Depots

N3r»h IJitou. SCWIIutv RCtjtUiai

9. ADMINISTRATIVE AND OTHER EXPf NSFS

Filing lee
 AUDITORS 1 RKPORT ON THE CONSOLIDATED FINANCIAL STATEMFNTS

!,,i The rclaln-r Consoluiucit Pr.-f'L

ind prrfurm the audit

Consolidated Balance Sheet of Graphite India Limited

(l-nrmetly Cacbon EvtwHw [.imiicd I and its -iihsiJia.y js at 3lsi Mai ch, 2W

1
 Mirdi. 2001 onirad)(ijn3i

ign rJKhanjp: i it.iannci Premium Attuuti' I ,*'H>,^ 5

Drhcrmtir HfiirrnprLon RP..T.L
Invntmtnt AlSowain-t (Ulrliwdl IWnt 3f>6 OB

IMCKS.I Inn.me IV..titanLtlj.siAn.-unt 'JB^'I

(Profill/U(«on Sale ol fi«<-J Awm (Nri

Bad Lltt.tbMdviiK.-ci wntrj-t. uB

Provmor, loi Di>u hi hi I D,-l,ti
lubilil.-IH.L.n
mufr

PR

(Iptralingl'mliltiekurWoikli^Cji, ngfi,
•>hX:URtD LOANi
Adjusimtnis tor . 1
'.. 1i Lir.dlVd.fr.uhN \ni rLMicrnhlr )di-n(u
'" S. LirJ Ktlf-rilll.l. Sl.,1 I .ri,.ttlhlnl«knr,
flncrvaKt/lVitvajt In irivtiiu.ru..,
Ui nail ..nirnrr. .1 KorrLWinp trom 11" k
i u|" l.rrul , ntr .rmnmk
Cidr St-riL-iaitd from Ojwra;L..r..
HWL-, I'aU [NtD

IVmem niide undff Voiunr..." KL.,i,™nt ShcniL.

rnt^ii I K, niLd and tlu. on il> . i

NF.1 CASH rROMOI'IM'MNf. ACHMTIES

Cish Flwt frnin lnve«ins AcT.viii«

>c.ir K', !S., Hi lakh,

1. SHARE CAPITAL
Authorised
l.OO.OUOOO t^urtv Sliarr, i.t !(., i O / cacti
S.OO.mXi 1'rck-r^ru.c M.-ir^.i) lit 10'Jr1 c
Schedule-, «' Consohdated Financial Statements (contd...)
[fU-mUthJ
taaila
15. OTHER INCOME
7. INVENTORIES
- AT LOWER OF COST AND NKF REALISABLE VALUE
M..IVI and S|.,ir. Fir".

Raw Mjtcrijii
Work-in-proce«
Finished (.Imidi

16. PAYMENTS TO AND PROVISIONS KOH EMPLOYEES

.W-irie,, Wipes arJ Bwixu
C^minliuin.n ru Prondtni and Person Funds

< "ontributioTi I" t,rjrutt>' Fund

O'lHLRMANUhACTURJNC-, SELLING AND APMINISTKATIVi: EXPENSES

Store, jnd -.parr P.ri< I'omumfd
fewer, Eltitriory jnd l*'jt« < 'hargn
HtIM,r, jnd Mauiteniiiit -
l"'bnt jnd Mjdlinerv

Bad Deuti.'Advjntes Wruten yff

HmijhrjIlLrrranspjrl
ll.irii[(^arjjei

I. DEFERRED TAX LIABILITY1 iNf.I'J

Prfcm:J TJ> 1 13 bill LI.-, ,,nd A«rt* Jre .1
20. BASIC AND DILUTED EARNING PER SHARF
B1S^

Number uf K|uitx Sharrv .11 the hcg.ni.mj; of ihe y

N jrabef of KquJiy Miares JI the tnd oi llii; ycir
Weighted jvrrip: number of Equiry titan oitura
\'-Kt valut oh Huh fyjuitv Sturf iRsJ
[Vofit dflir TM avitlLbk for Equity Shjrcnuldni
1'rotit sfttr IjXJOnn (Rs. ill Ljkh.l
Ins PrrtcreinziDnjiirndlSs m[.ikhO
Schedules to Consolidated Financial Statements (contd...)

21. NOTES ON ACCOUNTS venua, Remits and Other Infoti at/for the year ended 31st Mareh, 2002.

1 SIGNIFICANT ACCOUNTING POLICIES

Graphite Powei Others Tool of
(a) CONSOLIDATED FINANCIAL STATEMENTS relate to Graphite India Limned, the Parent Company and its Subsidiary Rcpooabfc
Carbon
of Chartered A«x of India (1CA1I and ai Sain/Income ficra Operations
Eirami Siks 31.403.41 441.16 1,942.14 33,786-71
together the book values of like items of assets, liabilities, income and expenses, after dim inning inter Intel Segment Saks 224.34 5,526.56 - 5.751.40
Inconu from Opciaooiu (Enetnal) 3,051.44 ~ 65J3 3.H6.?7
Segment Revenua 34*79.65 S.967.72 2,007.6? 42.655.08
s the Parent Segment Results 4,053-06 MJO.IJ .. 298,35 7,261 .84
Segment Assets 43,957.47 11,264.47 5,130.60 60,362,54
Segmeai Labttaat *S0539 - 323,74 M3.76 5,212.89
Capital C^Knditure 9 680.43 3BM5 85.5S 1,147.46
Deprednion and Amortisation i;i21.4l W?.ll (5.86) 1,696.66
[b> OTHER SIGNIFICANT ACCOUNTING POLICIES are set out in the Notes MI Accounts of the respective financial statement! Non-cash Expenses orhei than
Dcp^iationandAmortbation 929.49 - 9.75 939.24

Subsidiary, CEL. incorporated in India.

(b) CEL hnamrj juiuktiaiyofihr PjtrntCompifly tffraivf lit April. 200! withresultant Risuks
i] Increase in net worth as or 31st Much, 2002 of Rs. 55.20 Lakh. Reven.es Net Profit AmH UMte*
iii Increase in net profits for the yea. ended 31st Mitch. 2002 o(Rs. 55.20 Lakh. 42,655.08 7,261.84 60.362.54 5,212.89
Corporate - UnaflocJIed / Others (Net) (6ftO.M) 2,722.08 25J79.48
15,751.40)
ihe yen ended 31si Mod,, 2002 of the Pitcni Company and at CEL rapecttvdy with effect from lit April, 2001:
12,797.19)
Ta»es(Net! (379.31)
of the Parent Company, haw been transferred to and vested in the Parent Company.
36,903.68 3,425.00 63,084.62 "36,592'.37

GIL have been tniiuierred to and voted in CEL. " rjiduding Shartholdcrs' Funds

(b) In keeping with ihe Scheme referred to in Note 2 on Schedule 3! to Accounts for the yew ended 3ltt March, 2002 of the Parent B, Secondary Segment IGtographial)
Company, 168,93,696 Equity Shares ofRs.lW- each and 5,00,000 12.5% Redeemable Cumulative ft*tercneeSn»n3ofRi.lOO/- Domestic Export Total
eich are to he issued by the Parent Company 10 satisfy IB obligation to the sruieholdere of erstwhile G!L." 17,232.87 19,670.81 36,903.68
The entire invtjrment jn 2.40,000 Equity ShaKS in Ragini Finance Limited (RFL), whkh tea»d to be a sunadiaiy of erstwhile GIL 63,084.62 63.084.62
Cjpiul Espendituit » 1,173.57 1.173.57
^ Eicluding items acquired punuani to the Scheme of Amalgamation (Refer Note 3 above)

Lakh which includes the Share Capital Suipeiut of Ri. 2,189.37 Lakh u on 1st April. 2001 punuant to thr Scheme of Amalgamation
10. RELATED PARTY DISCLOSURES
10 RELATED PARTIES
Name
Mt. P C Labhotia. Executive Director
in taped of certain Hied asset! of the Parent Company u on 31st March, 2001 milking in write back of R*. 22B.36Lakh in these From 1st tipnl&Xn to 30th NorambeiJOOl
Mt. N Venkatatamani, Executive Director

From 19th Octobei.2001 onwards

Late A K Jain
2002 Eiscutivt Director of erstwhile
(Rs.in Lakh! Graphite India Limited
A. Clu Ftom ljtApnl.2001 to 30th Novtmber^OOl
i) Disputed Eicise Duty fct Yihidi appeals are pending 124.02 Mrs. D.D.Lakhotia Relative of Key Management
bl Disputed Sales Tai demand for which ippeils pirfrrrcd by th< Company 133.25 Peisonnel
c) OtlKri 209.32 Ms. K.Lakhoiia
B. Bill diKounted 2,227.18
507.54 (ii) PARTICULARS OFTRANSACnONSDURINGTHE YEAR ENDED 31STMARCH,2002
:" issued by the Institute of Chjnensd Accountants
Nature of Tnuuactidsi K* Rein™ of Key Total
as liability amounting to Rj. 3.199.42 Lakh as on 1st April. 200! has been ascertained and adjusted with General Rmrut.
Personnel PenonneJ
SEGMENT INFORMATION
45.83 45.83
Rent 1.88 1.88
Sale of Fixed Assets 0.25 0.25
The Group's operations predominantly related to the following segments:
Baknct Outstanding at the year-end
Sundry Creditors -
and Graphite Products.
Others 9.72

c) Other Segment engaged in manufacturing of Impervious Graphite Etjuipment (IGE! jnd G!»» Rrinfiuced Pipes (GRP) ind

ii) inter Segment Transfer Pricing

B. Sbiva N. Veaiataimani
PRICE WATERHOUSE Company Secretary Executive Director
CORPORATE
Information

BOARD OF DIRECTORS
Mr K K Bangur, Chairman
Mr B Mitter
Mr P K Khaitan
Mr S Goenka
Mr N Suchanti
Mr N S Damani
MrAVLodha
Dr R Srinivasan
Mr A Gilbu
Mr K B Krishnamoorthi, LIC Nominee
Mr N Venkataramani, Executive Director

COMPANY SECRETARY
Mr B Shiva

AUDITORS
Price Waterhouse

SOLICITORS
Khaitan & Co.
Orr, Dignam & Co.

BANKERS
Allahabad Bank
Bank of Baroda
Bank of India
Canara Bank
Central Bank of India
Corporation Bank
Dena Bank
Punjab National Bank
State Bank of India
The Vysya Bank Limited
UCO Bank

REGISTERED OFFICE
31, Chowringhee Road, Kolkata 700 016
HOW ARE ELECTRODES USED
INSIDE THE EAR

Metal scrap is charged into the EAR

Electricity is delivered through the
electrode. At the bottom of the electrode
column, electricity jumps (arcs) to the
nearest piece of scrap metal, melting it
with an intense heat. Hence the electric
arc furnace name.

WHY IS GRAPHITE PREFERRED

IN THE MANUFACTURE OF
ELECTRODES?
The electrode's tip touches 3,000 degrees
Celsius, approximately half the
temperature on the sun's surface.
Graphite is preferred as an electrode
constituent because it can successfully
withstand this intense temperature.

WHY IS EAF THE PREFERRED

ROUTE IN THE MANUFACTURE
OF STEEL?
The proportion of steel made the world
over through the JiAF route is on the
rise as it is a clearieii technology with
lower pollution, z l|wer capital
expenditure and cajji manufacture steel
• 4 ' • '
in smaller quantities- Besikies, as :coal ]
supplies are finite,>'\ " •
#ie recycling of Steel
through the EAFirfute is beginning to
• • ?.'
grow in importaiiojl.