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Directors Report of Bhagyanagar India Ltd.

Mar 31, 2015

The Directors have pleasure in presenting the 30th Annual Report of your Company and the Audited financial statements for the financial year ended 31st March 2015 together with Auditors' Report thereon.

FINANCIAL RESULTS:

The performance of the Company during the year has been as under:

(Amount in Rs,)

Standalone Results

Particulars 2015 2014

Sales and other Income 2,613,462,675 2,338,644,223

Profit before Depreciation and Interest 156,883,374 175,597,029

LESS :

Depreciation 49,656,585 68,027,104

Interest 83,275,219 77,562,598

Profit for the year 23,951,570 30,007,327

Prior period Adjustments

Profit before Taxation 23,951,570 30,007,327

Provision for Taxation : Current Tax 3,276,970 4,165,188

Deferred Tax 171,757 (1,654,313)

MAT Entitlement Credit -- 1,150,052

Income Tax in respect of earlier years --

Profit after Tax 20,502,843 26,346,400

Less: Minority Interest

Less: Change in Interest of Associate Companies

Surplus brought forward from previous 753,996,847 770,109,947 year

Balance available for appropriation 774,499,690 796,456,347

APPROPRIATION:

Dividend 19,197,000 19,197,000

Tax on Dividend 3,838,400 3,262,500

Transfer to General Reserves 20,000,000 20,000,000

Balance c/f to Balance Sheet 731,464,290 753,996,847

TOTAL 774,499,690 796,456,347

Consolidated Results

2015 2014 Particulars

Sales and other income 2,756,006,154 2,409,847,538

Brofit before Depreciation 163,991,689 184,952,841 and interest

LESS

Depreciation 62,240,975 74,753,622

Interest 83,609,238 77,766,134

Profit for the year 18,141,532 32,433,085

Prior before Adjustments -- --

Profit before Taxation 15,141,532 32,433,085

Profit before Taxation: 3,276,970 4,165,188 Current Tax

Deferred Tax (6,934,369)

MAT Entitlement Credit

Income Tax in respect of earlier years -- --

Profit after Tax 21,798,931 31,747,246

Less: Minority Interest (384,221) (652,721)

Less: Change in Interest of Associate year 13,026,626 135,549

Surplus brought forward 751,608,986 762,838,412 from previous year

Balance available for appropriation 786,050,322 794,068,486

APPROPRIATION:

Dividend 19,197,000 19,197,000

Tax on Dividend 3,838,400 3,262,500

Transfer to General Reserve 20,000,000 20,000,000

Balance c/f to Balance 743,014,922 751,608,986 Sheet

TOTAL 786,050,322 794,068,486

PERFORMANCE:

In the year 2014-15, the Company focused on its core business Copper, its allied products and Solar & Wind Power Generation. The Copper, its allied products segment turnover grew by 11.75% compared to previous year. The operation of 5 MW solar power project at Munipally Village, Medak District, Telangana State has been stabilized during the year and the Company has made a revenue of Rs, 35,527,153/-.

The income from operations is Rs, 2,517,467,311 as against Rs, 2,257,636,472 for the corresponding previous year. The profit before tax stood at Rs, 23,951,570 as against Rs, 30,007,327 for the previous year. The profit after tax stood at Rs, 20,502,843 as against Rs, 26,346,400 for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2015 is Rs, 0.32 as against Rs, 0.41 for the corresponding previous year ended 31.03.2014.

SUBSIDIARIES/ ASSOCIATES:

Your company has the following Subsidiary and Associate companies as mentioned below. Further there has been no material change in the nature of business of the Subsidiaries and Associates:

Sl. Name of the Company Percent- No. age (%)

Subsidiary Companies:

1. Bhagyanagar Metals Limited 100.00

2. Bhagyanagar Properties Private Limited 100.00

3. Scientia Infocom India Private Limited 76.00

4. Metropolitan Ventures India Limited 100.00

5. Solar Dynamics Private Limited 72.00

Associate Companies:

1 Globecom infra Ventures India Private 50.00 Limited

2 GMS Realtors Private Limited 50.00

3 Bhagyanagar Entertainment & Infra 47.00 Development Company Private Limited

4 Bhagyanagar Infrastructure Limited 43.40

5 Surana Solar Limited 23.53

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries and Associates is set out in the prescribed Form AOC-1, which forms part of the annual report. Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Companies Act, 2013 and Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 and AS-27 issued by the Institute of Chartered Accountants of India, the audited consolidated financial statements are provided in the Annual Report.

DIVIDEND:

Your Directors are pleased to recommend for approval of the members a dividend @15% (Rs, 0.30 per equity share of face value of Rs, 2/- each) for the financial year 2014-15. The total cash outflow on account of dividend on equity shares for the financial year 2014-15 would aggregate Rs, 2,30,35,400 (inclusive of tax thereon).

RESERVES:

During the year the Company has transferred an amount of Rs, 20,000,000 to General Reserves.

FIXED DEPOSITS:

The Company has not accepted or invited any Deposits and consequently no deposit has matured / become due for re- payment as on 31st March 2015.

OPERATIONS:

Copper: The strategy for financial year 2015-16 will be to have continued focus on copper business with addition of new products. Your Company plans to achieve a growth of 10% in this segment with emphasis on value added products.

Real Estate & Infra: The Land situated at Gachibowli which is held through subsidiaries, the applicability of G.O.111 is still under review by Humble High Court of A.P. Further action on the property will be considered only after decision in this matter is taken by the Humble High Court/State Govt. In respect of Up pal land, the Company is looking for joint development.

Wind Power: The Company currently has an overall installed capacity of 9 MW comprising of 7 wind turbines in state of Karnataka and 6.4 MW comprising 5 wind turbines in Tamil nadu through its Subsidiary viz., Solar Dynamics Private Limited. The said project is giving steady income.

Solar Power: The Company successfully set up 5MW Solar Power project at Munipally, Medak District, Telangana State. Further, the Company has obtained all the approvals for accreditation of REC and sale of REC in the exchanges. The Company is generating steady revenue from the project.

DIRECTORS:

In terms of the provisions of Section 149 of Companies Act, 2013 and clause 49 of the Listing Agreement, Smt. Madhumathi Suresh has been appointed as Additional Director of the Company in the category of Independent Woman Director w.e.f 23.03.2015 based on the recommendation of Nomination and Remuneration Committee.

Pursuant to Section 161(1) of the Act, Smt. Madhumathi Suresh holds office up to the date of forthcoming Annual General Meeting of the Company and is eligible for appointment as Director. The Board recommends their appointment and accordingly resolution seeking approval of the members for their appointments has been included in the Notice of forthcoming Annual General Meeting of the Company along with their brief profile.

Shri Narender Munoth, Whole-time Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting are being annexed to the Corporate Governance Report.

Pursuant to the provisions of Section 203 of the Act, the appointment of Shri Narender Surana and Shri Devendra Surana, Managing Directors and Shri Narender Munoth and Shri N. Krupkar Reddy, Whole-time Directors, Shri. Surendra Bhutoria, Chief Financial Officer were formalized as the Key Managerial Personnel of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out performance evaluation taking into consideration of various aspects of the Board's functioning, composition of Board, and its Committees, execution, and performance of specific duties, obligations and governance. The Performance of evaluation of Independent Directors was completed. The Performance evaluation of Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with evaluation process.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy which lays down a framework in relation to selection, appointment and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

During the year 5 (five) Board Meetings and 4 (four) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period of 120 days as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential confl ict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval, where ever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

The particulars of contracts and arrangements with related parties referred to in sub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules, 2014 and the same is annexed herewith as "Annexure-III" to this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT:

There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.

AUDITORS

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s Sekhar & Co, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 29th Annual General Meeting of the Company held on 22nd September, 2014 till the conclusion of the 32nd Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every AGM.

Cost Auditors

The Board of Directors, subject to the approval of the Central Government, re-appointed M/s BVR & Associates, Cost Accountants, holding certificate of practice No.16851, as a Cost Auditor for conducting the Cost Audit for the financial year 2015-16. Subject to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 issued by the MCA, the Audit Committee recommended their re-appointment. The Company has also received a letter from the Cost Auditor, stating that the appointment, if made, will be within the limits prescribed pursuant to the section 141 of Companies Act, 2013.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Rakhi Agarwal & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2014-15. The Report of the Secretarial Audit Report is annexed herewith as "Annexure-V".

Internal Auditors

M/s Luharuka & Associates, Chartered Accountants performs the duties of internal auditors of the Company and their report is reviewed by the Audit Committee from time to time.

ISO 9001-2008 CERTIFICATION:

Your Company continues to hold ISO 9001-2008 Certification by meeting all the requirements of Certification from time to time.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not covered under the criteria mentioned in the provisions of Companies Act, 2013. The Company, however over the years, is pursuing as part of its Corporate Social Responsibility for welfare and aspirations of the Community. The CSR activities of the Surana Group are guided by the vision and philosophy of its Founding Father, Shri G Mangilal Surana, who embodied the value of trusteeship in business and laid the Foundation for its ethical and value-based functioning. The core elements of CSR activities include ethical functioning, respect for all stake-holders, protection of human rights, and care for the environment. The G.M. Surana Foundation is established purely for the purpose of providing medical relief to the people who are in below poverty line. It is being run by qualified and registered doctors. As part of the Corporate Social Responsibility (CSR) activity, the Company has contributed Rs, 3 Lakhs during the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the stock exchanges, is presented in a separate section forms part of the Annual Report as Annexure–II.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on corporate governance practices followed by the Company together with a Certificate from the Company's Auditors confirming compliances forms an integral part of this Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure-IV".

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

RISK MANAGEMENT

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management policy/plan for the Company and ensuring its effectiveness. The Risk Management Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy.

HUMAN RESOURCES:

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmers which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) That in the preparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial Year and of the Profit or Loss of the Company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the accounts for the financial year ended 31st March 2015 on a 'going concern' basis;

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) That devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in the "Annexure–I" forming part of this Report.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressed of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013 and the rules framed there under.

During the financial year 2014-15, the Company received no complaints on sexual harassment.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF REMUNERATION

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as follows:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Ratio to Median Name of the Director Remuneration

Shri Narender Surana, MD 60

Shri Devendra Surana, MD 60

Shri Narender Munoth, WTD 20

Shri N. Krupakar Reddy, WTD 2.33

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

% increase in Name of Person remuneration

Shri Narender Surana, MD 125.00

Shri Devendra Surana, MD 125.00

Shri Narender Munoth, WTD 0.00

Shri N.Krupakar Reddy, WTD 9.38

Shri Surendra Bhutoria, CFO 13.42

(iii) The percentage increase in the median remuneration of employees in the financial year – 11.13%

(iv) The number of permanent employees on the rolls of company – 123.

(v) The explanation on the relationship between average increase in remuneration and company performance;

On an average, employees received an increase of 14.05%. The increase in remuneration is in line with the market trends.

(vi) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

Particulars Rs,/ Lac

Remuneration of Key Managerial Personnel (KMP) during financial year 2014-15 (aggregated) 266.34

Total Revenue 26134.63

Remuneration (as % of Total Revenue) 1.02%

(vii) variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year;

Particulars Unit As at 31.03.2015 As at 31.03.2014

Closing rate of share at BSE Rs, 16.75 14.20

EPS (Consolidated) Rs, 0.32 0.41

Market Capitalization Rs,/Lac 10718.33 9086.58

Price Earnings ratio Ratio 52.34 34.63

(viii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

The average increase in salaries of employees other than managerial personnel in 2014-15 was 12.29%. Percentage increase in the managerial remuneration for the year was 83.96%.

(ix) Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company;

Total Revenue Remuneration as % of Name of Person Remuneration (Rs,/Lac) Total Revenue (Rs,/ Lac)

Shri Narender Surana, MD 108.00 26134.63 0.41

Shri Devendra Surana, MD 108.00 26134.63 0.41

Shri Narender Munoth, WTD 36.00 26134.63 0.14

Shri N.Krupakar Reddy, WTD 4.20 26134.63 0.02

Shri Surendra Bhutoria, CFO 10.14 26134.63 0.04

(x) The key parameters for any variable component of remuneration availed by the directors - No.

(xi) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Nil.

(xii) Affirmation that the remuneration is as per the remuneration policy of the company - Yes.

APPRECIATION:

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be the Company's endeavor to build and nurture strong links with trade based on mutuality, respect and co-operation with each other.

For and on behalf of the Board of Directors

Place : Secunderabad NARENDER SURANA DEVENDRA SURANA

Date : 06.08.2015 MANAGING DIRECTOR MANAGING DIRECTOR


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report of your Company together with the Audited Balance Sheet as at 31st March 2014 and Profit and Loss A/c for the year ended 31st March, 2014.

FINANCIAL RESULTS:

The performance of the Company during the year has been as under:

(Rs. in lakhs)

Consolidated Results

Particulars 2014 2013 Sales and other Income 2,514,415,730 2,143,146,867

Profit before Depreciation and Interest 184,952,841 175,625,940

DEDUCT:

Depreciation 74,753,622 67,536,409

Interest 77,766,134 70,434,092

Profit for the year 32,433,085 37,655,439

Prior period Adjustments - -

Profit before Taxation 32,433,085 37,655,439

Provision for Taxation: Current Tax 4,165,188 27,000,000

Deferred Tax (4,629,401) (2,866,000)

MAT Entitlement Credit 115,0052 -

Income Tax in respect of earlier years - (19,672,226)

Profit after Tax 31,747,246 33,193,665

Less: Minority Interest (652,721) 1,962,999 Less: Change in Reserves on divestment in subsidiary/Associate (2,806) (514,937)

Less: Share in net assets of associate cos. - -

Surplus brought forward from previous year 762,838,412 808,150,709

Balance available for appropriation 793,930,131 842,784,412

APPROPRIATION:

Dividend 19,197,000 25,596,000

Tax on Dividend 3,262,500 4,350,000

Transfer to General Reserves 20,000,000 50,000,000

Balance c/f to Balance Sheet 751,470,631 762,838,412

TOTAL 793,930,131 842,784,412

(Rs. in lakhs)

Standalone Results

Particulars 2014 2013 Sales and other Income 2,443,212,415 2,148,954,728

Profit before Depreciation and Interest 175,597,029 180,986,556

DEDUCT:

Depreciation 68,027,104 64,833,404

Interest 77,562,598 70,429,615

Profit for the year 30,007,327 45,723,537

Prior period Adjustments - -

Profit before Taxation 30,007,327 45,723,537

Provision for Taxation: Current Tax 4,165,188 27,000,000

Deferred Tax (1,654,313) (2,866,000)

MAT Entitlement Credit 1,150,052 -

Income Tax in respect of earlier years - (19,672,226)

Profit after Tax 26,346,400 41,261,763

Less: Minority Interest - - Less: Change in Reserves on divestment in subsidiary/Associate - -

Less: Share in net assets of associate cos. - -

Surplus brought forward from previous year 770,109,947 808,794,185

Balance available for appropriation 796,456,347 850,055,948

APPROPRIATION:

Dividend 19,197,000 25,596,000

Tax on Dividend 3,262,500 4,350,000

Transfer to General Reserves 20,000,000 50,000,000

Balance c/f to Balance Sheet 753,996,847 770,109,947

TOTAL 796,456,347 850,055,948

PERFORMANCE:

In the year 2013-14, the Company focused on its core business Copper, its allied products and Solar & Wind Power Generation. The Copper, its allied products segment turnover grew by 14.83% compared to previous year.

During the year the Company transferred one Suzlon Make 1.50 MW Wind turbine situated at Kasthuirengapuram village, Radhapuram Taluk, Tirunelveli Dist., Tamilnadu to its Subsidiary of 72% M/s. Solar Dynamics Private Limited. The decision was taken primarily to realize better revenue from the third parties under group captive power selling arrangement and low payments from Tamilnadu Electricity Board. The Book profit of Rs. 40,822/- has occurred due their transaction.

The income from operations is Rs. 2,362,204,664 as against Rs. 2,067,607,964 for the corresponding previous year. The profit before tax stood at Rs. 30,007,327 as against Rs. 45,723,537 for the previous year. The profit after tax stood at Rs. 26,346,400 as against Rs. 41,261,763 for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2014 is Rs. 0.41 as against Rs. 0.64 for the corresponding previous year ended 31.03.2013.

SUBSIDIARIES

The company has 5 subsidiary companies as mentioned below:

S.No. Name of the Subsidiary %

1. Bhagyanagar Metals Limited 100%

2. Bhagyanagar Properties Private Limited 100%

3. Scientia Infocom India Private Limited 76%

4. Metropolitan Ventures India Limited 100%

5. Solar Dynamics Private Limited 72%

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February, 2011, issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to Companies in relation to their subsidiaries, subject to fulfilling certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your Company at its meeting held on 12.05.2013 approved the Audited Consolidated Financial Statements for the financial year 2013-14 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of all its subsidiaries, and forms part of this report. The annual accounts and financial statements of the subsidiary companies of your Company and related detailed information are available on the website of the Company and shall also be made available to members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the financial statements of its subsidiary Companies for the financial year 2013-14. A statement of summarized financials of all subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular issued by Ministry of Corporate Office, forms part of this report.

DIVIDEND:

Your Directors recommended a Dividend @ 15% amounting to Rs. 19,197,000 for the year ended 31st March 2014. This will entail an outflow of Rs. 22,459,500 (inclusive of tax thereon).

RESERVES:

During the year the Company has transferred an amount of Rs.20,000,000 to General Reserves.

FIXED DEPOSITS:

The Company had not accepted or invited any Deposits and consequently no deposit has matured / become due for re-payment as on 31st March 2014.

OPERATIONS:

Copper: The strategy for financial year 2014-15 will be to have continued focus on copper business with addition of new products. Your Company plans to achieve a growth of 10% in this segment with emphasis on value added products.

Real Estate & Infra: As stated in the previous Financial Year, the Company proposes to exit from real estate ventures wherever possible. In respect of Land situated at Gachibowli which is held through subsidiaries, the applicability of G.O.111 is still under review by Hon''ble High Court of A.P. Further action on the property will be considered only after decision in this matter is taken by the Hon''ble High Court/ State Govt.

In respect of Uppal land, the company is looking for interested parties to either develop/ outright sale.

Wind Power: The Company currently has an overall installed capacity of 9 MW comprising of 7 wind turbines in state of Karnataka.

Solar Power: The Company successfully set up 5MW Solar Power project at Munipally, Medak District, Andhra Pradesh. After obtaining all the required approvals, the Company has entered into Power Purchase Agreement (PPA) with Tata Communications Limited, Mumbai for supply of Power. The project is also entitled for benefits of REC schemes.

DIRECTORS:

In accordance to the provision of Companies Act, 2013 and Articles of Association of the Company, Shri G M Surana, Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re- appointment.

With the enactment of the Companies Act, 2013 it is now incumbent upon every listed Company to appoint ''Independent Directors'' as defined in section 149 of the Act, which has been notified w.e.f 01.04.2014, who are not liable to retire by rotation and shall hold office for term of 5 consecutive years. Accordingly it is proposed to appoint Shri O Swaminatha Reddy, Shri R Surrender Reddy, Shri Kamlesh Gandhi, Shri. D Venakatasubbiah and Shri Dr. R N Sreenath whose office shall not be liable to retire by rotation at the ensuing Annual General Meeting of the Company The brief particulars of the Directors seeking appointment/re-appointment at this Annual General Meeting is being annexed to the Corporate Governance Report.

AUDITORS:

M/s. Sekhar & Co, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting are eligible for re- appointment. The Company is in receipt of confirmation from M/s Sekhar & Co that in the event of their re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting, such re-appointment will be in accordance with the Section 139, 142 and other applicable provision of the Companies Act, 2013 read with Companies (Audit and Auditor) Rules, 2014.

COST AUDITORS:

As per the Companies (Cost Accounting Records) Rules 2011, the Company filed the Cost Audit Report along with Cost Compliance Report for the financial year 2013-14 in XBRL format.

The Board of Directors, subject to the approval of the Central Government, re-appointed M/s BVR & Associates, Cost Accountants, holding certificate of practice No.16851, as a Cost Auditor for conducting the Cost Audit for the financial year 2014-15. Subject to section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 issued by the MCA, the Audit Committee recommended their re-appointment.

The Company has also received a letter from the Cost Auditor, stating that the appointment, if made, will be within the limits prescribed pursuant to the section 141 of Companies Act, 2013.

ISO 9001-2000 CERTIFICATION:

Your Company continues to hold ISO 9001-2000 Certification by meeting all the requirements of Certification from time to time.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR activities of the Surana Group are guided by the vision and philosophy of its Founding Father, Shri G Mangilal Surana, who embodied the value of trusteeship in business and laid the foundation for its ethical and value-based functioning. The core elements of CSR activities include ethical functioning, respect for all stake-holders, protection of human rights, and care for the environment. The G.M. Surana Charitable Clinic is situated at H. No. 576, Bollaram, Hyderabad - 502 325. It has been running a charitable clinic for the last 15 years. It is established purely for the purpose of providing medical relief to the people who are in below poverty line. It is being run by qualified and registered doctors. Daily 20 to 30 patients on an average are being treated at the clinic. As part of the Corporate Social Responsibility (CSR) activity, the Company has contributed Rs. 1 Lakh during 2013-14.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor''s Certificate on its compliance.

DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' responsibility statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial Year and of the Profit or Loss account of the Company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the accounts for the Financial Year ended 31st March 2014 on a ''going concern'' basis.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998, are provided in the Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES:

During the period under review, none of the employees who were under employment for whole of the year or part of the year, were in receipt of remuneration exceeding Rs. 60,00,000 per annum or Rs.5,00,000 per month as set out in Section 217 (2A) of the Companies Act, 1956.

APPRECIATION:

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be the Company''s endeavor to build and nurture strong links with trade based on mutuality, respect and co- operation with each other.

For and on behalf of the Board of Directors

Place: Secunderabad G. MANGILAL SURANA Date : 08.08.2014 CHAIRMAN


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 28th Annual Report of your Company together with the Audited Balance Sheet as at 31st March 2013 and Profit and Loss A/c for the year ended 31st March, 2013.

FINANCIAL RESULTS:

The performance of the Company during the year has been as under :

(Rs. in lakhs) Consolidated Results Standalone Results Particulars 2013 2012 2013 2012

Sales and other Income 21,431.47 21,410.14 21,489.55 21,410.14

Profit before Depreciation and Interest 1,865.03 3,770.73 1,918.64 3,779.04

DEDUCT :

Depreciation 784.13 602.27 757.10 602.27

Interest 704.34 3,069.77 704.30 3,069.75

Profit for the year 376.55 98.69 457.24 107.01

Prior period Adjustments

Profit before Taxation 376.55 98.69 457.24 107.01

Provision for Taxation : Current Tax 270.00 1.41 270.00 1.41

Deferred Tax (28.66) 51.75 (28.66) 51.75

MAT Entitlement Credit (1.40) (1.40)

Income Tax in respect of earlier years (196.72) (196.72)

Profit after Tax 331.94 46.93 412.62 55.25

Less: Minority Interest 19.63 1.48

Less: Change in Reserves on divestment in subsidiary / Associate (5.15) (0.03)

Less: Share in net assets of associate cos.

Surplus brought forward from previous year 8,081.51 8,830.62 8,087.94 8,830.18

Balance available for appropriation 8,427.84 8,878.99 8,500.56 8,885.43

APPROPRIATION:

Dividend 255.96 255.96 255.96 255.96

Tax on Dividend 43.50 41.52 43.50 41.52

Transfer to General Reserves 500.00 500.00 500.00 500.00

Balance c/f to Balance Sheet 7,628.38 8,081.51 7,701.10 8,087.94

TOTAL 8,427.84 8,878.99 8,500.56 8,885.43

OPERATIONS:

In the year 2012-13, the Company focused on its core business Copper, its allied products and Wind Power Generation. The turnover in both the segments grew by 2.71% and 1.15% respectively compared to previous year.

During the year the Company transferred one of its Wind Mill situated at Thekkampatti Village, Andipatti

Taluk, Theni District, Tamilnadu to its Subsidiary of 74% M/s. Solar Dynamics Private Limited. The decision was taken primarily to realize better revenue from the third parties under group captive power selling arrangement and low payments from Tamilnadu Electricity Board. The Book loss of Rs. 1.90 crores reflected in Note No. 2.25(a) has occurred due their transaction

The income from operations is Rs. 20,676.08 Lakhs as against Rs. 19,796.80 Lakhs for the corresponding previous year. The profit before tax stood at Rs. 457.24 Lakhs as against Rs. 107.01 Lakhs for the previous year. The profit after tax stood at Rs. 412.62 Lakhs as against Rs. 55.25 Lakhs for the corresponding period. The Basic Earnings Per Share for the year- ended 31.03.2013 is Rs. 0.64 as against Rs. 0.08 for the corresponding previous year ended 31.03.2012.

SUBSIDIARIES:

The company has 5 subsidiary companies as mentioned below:

S.No. Name of the Subsidiary %

1. Bhagyanagar Metals Limited 100%

2. Bhagyanagar Properties

Private Limited 100%

3. Scientia Infocom India

Private Limited 76%

4. *Metropolitan Ventures

India Limited 100%

5. Solar Dynamics Private Limited 74% *became Wholly Owned Subsidiary w.e.f 06.05.2013

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February, 2011, issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to Companies in relation to their subsidiaries, subject to fulfilling certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your Company at its meeting held on 06.05.2013 approved the Audited Consolidated Financial Statements for the financial year 2012-13 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of all its subsidiaries, and forms part of this report. The annual accounts and financial statements of the subsidiary companies of your Company and related detailed information are available on the website of the

Company and shall also be made available to members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the financial statements of its subsidiary Companies for the financial year 2012-13. A statement of summarized financials of all subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular issued by Ministry of Corporate Office, forms part of this report.

DIVIDEND:

Your Directors recommended a Dividend @ 20% amounting to Rs. 255.96 Lakhs for the year ended 31st March 2013. This will entail an outflow of Rs. 299.46 Lakhs (inclusive of tax thereon).

RESERVES:

During the year the Company has transferred an amount of Rs. 500 lakhs to General Reserves.

FIXED DEPOSITS:

The Company had not accepted or invited any Deposits and consequently no deposit has matured /become due for re-payment as on 31st March 2013

FUTURE PROJECT INITIATIVES:

Copper: The strategy for financial year 2013-14 will be to have continued focus on copper business with addition of new products. Your Company plans to achieve a growth of 5% in this segment with emphasis on value added products. The following new product is proposed to be added in this segment

- Copper Foils for Cable Wrap: The product is under development for commercial production, we expect a turnover of Rs. 20 Crores from this product.

- The Company proposes to commence the commercial production of Solar Water Heaters in the current Financial Year.

Real Estate & Infra: As stated in the previous Financial Year, the Company proposes to exit from real estate ventures wherever possible. In respect of Land situated at Gachibowli which is held through subsidiaries, the applicability of G.O.111 is still under review by Hon''ble High Court of A.P. Further action on the property will be considered only after decision in this matter is taken by the Hon''ble High Court/ State Govt.

In respect of Uppal land, the company is looking for interested parties to either develop/outright sale.

Wind Power: The Company currently has an overall installed capacity of 10.50 MW comprising 8 wind turbines in state of Karnataka and Tamilnadu.

Solar Power: The Company is setting up 5MW Solar Power project at Munipally, Medak District, Andhra Pradesh. The Project Cost is estimated at 30 Crores appx., which is funded by Term Loan and Internal accruals. The project is at advanced stage of implementation and is likely to be commissioned before first half of 2013. The project is also entitled for benefits of REC schemes.

DIRECTORS:

In order to comply with Section 256 of the Companies Act 1956 and Articles of Association of the Company Shri G M Surana, Shri O Swaminatha Reddy, Shri R Surender Reddy, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting is being annexed to the Corporate Governance Report.

AUDITORS:

M/s. Sekhar & Co, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting are eligible for re- appointment. The Company is in receipt of confirmation from M/s Sekhar & Co., that in the event of their re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting, such re-appointment will be in accordance with the limits specified in Sub-section (1B) of Section 224 of the Companies Act, 1956.

COST AUDITORS:

As per the Companies (Cost Accounting Records) Rules 2011, the Company filed the Cost Audit Report along with Cost Compliance Report for the financial year 2011-12 in XBRL format.

The Board of Directors, subject to the approval of the Central Government, re-appointed M/s BVR & Associates, Cost Accountants, holding certificate of practice No.16851, as a Cost Auditor for conducting the Cost Audit for the financial year 2013-14. Subject to the compliance with all the requirements as stipulated in Circular no.15/2011 dated 11th April 2011 and No. 36/2012 dated 6th November 2012 issued by the MCA, the Audit Committee recommended their re-appointment.

The Company has also received a letter from the Cost Auditor, stating that the appointment, if made, will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

ISO 9001-2000 CERTIFICATION:

Your Company continues to hold ISO 9001-2000 Certification by meeting all the requirements of Certification from time to time.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The CSR activities of the Surana Group are guided by the vision and philosophy of its Founding Father, Shri G Mangilal Surana, who embodied the value of trusteeship in business and laid the foundation for its ethical and value-based functioning. The core elements of CSR activities include ethical functioning, respect for all stake-holders, protection of human rights, and care for the environment. The G.M Surana Charitable Clinic is situated at H. No. 576, Bollaram, Hyderabad - 502 325. It has been running a charitable clinic for the last 15 years. It is established purely for the purpose of providing medical relief to the people who are in below poverty line. It is being run by qualified and registered doctors. Daily 20 to 30 patients on an average are being treated at the clinic. As part of the Corporate Social Responsibility (CSR) activity, the Company has contributed Rs. 4 Lakhs during 2012-13.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges.

A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor''s Certificate on its compliance.

DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' responsibility statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial Year and of the Profit or Loss account of the Company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the accounts for the Financial Year ended 31st March 2013 on a ''going concern'' basis.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998, are provided in the Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES:

During the period under review, none of the employees who were under employment for whole of the year or part of the year, were in receipt of remuneration exceeding Rs. 60,00,000 per annum or Rs. 5,00,000 per month as set out in Section 217 (2A) of the Companies Act, 1956.

APPRECIATION:

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be the Company''s endeavor to build and nurture strong links with trade based on mutuality, respect and co- operation with each other.

For and on behalf of the Board of Directors

Place : Secunderabad G. MANGILAL SURANA

Date : 03.08.2013 CHAIRMAN


Mar 31, 2012

The Directors have pleasure in presenting the 27th Annual Report of your Company together with the Audited Balance Sheet as at 31st March 2012 and Profit and Loss A/c for the year ended 31st March, 2012.

FINANCIAL RESULTS:

The performance of the Company during the year has been as under :

(Rs in lakhs)

Consolidated Results Standalone Results

Particulars 2012 2011 2012 2011

Sales and other Income 21,410.38 19,234.68 21,410.38 19,234.67

Profit before Depreciation and Interest 3770.7 2,124.64 3779.00 2,127.38

DEDUCT :

Depreciation 602.27 578.21 602.27 578.21

Interest 3069.7 200.17 3069.7 200.17

Profit for the year 98.70 1,356.96 107.01 1,354.12

Prior period Adjustments - 5.58 - 5.58

Profit before Taxation 98.70 1,356.96 107.01 1,359.70

Provision for Taxation : Current Tax 1.41 265.00 1.41 265.00

Deferred Tax 51.75 75.72 51.75 75.71

Income Tax in respect of earlier years 0.00 0.00 (1.40) 0.00

Profit after Tax 46.93 1,016.24 55.24 1,018.99

Less: Minority Interest (1.47) (0.16) - -

Less: Change in Reserves on divestment in subsidiary / Associate (0.03) (50.60) - -

Less: Share in net assets of associate cos. - - - -

Surplus brought forward from previous year 8,830.6 8,582.67 8,830.17 8,630.23

Balance available for appropriation 8,878.99 9,649.67 8,885.42 9,649.22

APPROPRIATION:

Dividend 255.96 273.60 255.96 273.60

Tax on Dividend 41.52 45.44 41.52 45.44

Transfer to General Reserves 500.00 500.00 500.00 500.00

Balance c/f to Balance Sheet 8,081.50 8,830.63 8,087.94 8,830.18

TOTAL 8,878.98 9,649.67 8,885.42 9,649.22

OPERATIONS:

In the year 2011-12, the Company focused on its core business Copper, its allied products and Wind Power Generation. The turnover in both the segments grew by 2.71% and 1.15% respectively compared to previous year.

The income from operations is Rs. 19799.28 lakhs as against Rs. 18602.70 lakhs for the corresponding

previous year. The profit before tax stood at Rs. 98.70 lakhs as against Rs. 1,356.96 lakhs for the previous year. The profit after tax stood at Rs. 46.93 lakhs as against Rs. 1016.24 lakhs for the corresponding period. The Basic Earnings Per Share for the year-ended 31.03.2012 is Rs. 0.08 as against Rs. 1.49 for the corresponding previous year ended 31.03.2011.

The net profit was down from Rs. 1016.24 lakhs to Rs. 46.93 lakhs, mainly on account of YTM on FCCB including for earlier years due to which the interest expenditure increased to Rs. 3069 lakhs from Rs. 200 lakhs in the previous year.

SUBSIDIARIES

Your Company has invested to the extent of 74% in the equity shares of M/s. Solar Dynamics Private Limited on 4th June,2012 and by virtue of the same it has become the subsidiary of your Company. Currently your Company has the following subsidiaries:

- M/s Bhagyanagar Metals Limited

- M/s Bhagyanagar Properties Private Limited

- M/s Scientia Infocom India Private Limited

- M/s Metropolitan Ventures India Limited

- M/s. Solar Dynamics Private Limited

CONSOLIDATED FINANCIAL STATEMENTS:

The Ministry of Corporate Affairs (MCA) by General Circular No. 2/2011 dated 8th February, 2011, issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to Companies in relation to their subsidiaries, subject to fulfilling certain conditions mentioned in the said circular with immediate effect. The Board of Directors of your Company at its meeting held on 30.04.2012 approved the Audited Consolidated Financial Statements for the financial year 2011-12 in accordance with the Accounting Standard (AS-21) and other Accounting Standards issued by the Institute of Chartered Accountants of India as well as Clause 32 of the Listing Agreement, which include financial information of all its subsidiaries, and forms part of this report.

The annual accounts and financial statements of the subsidiary Companies of your Company and related detailed information are available on the website of the Company and shall also be made available to members on request and are open for inspection at the Registered Office of your Company. Your Company has complied with all the conditions as stated in the circular and accordingly has not attached the financial statements of its subsidiary Companies for the financial year 2011-12. A statement of summarized financials of all subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to the General Circular issued by Ministry of Corporate Office, forms part of this report.

DIVIDEND:

Your Directors recommended a Dividend @ 20% amounting to Rs. 255.96 lakhs for the year ended 31st March 2012. This will entail an outflow of Rs. 297.48 lakhs (inclusive of tax thereon).

RESERVES:

During the year the Company has transferred an amount of Rs. 500 lakhs to General Reserves.

FIXED DEPOSITS:

The Company had not accepted or invited any Deposits and consequently no deposit has matured / become due for re-payment as on 31st March 2012.

FUTURE PROJECT INITIATIVES:

Copper: The strategy for financial year 2012-13 will be to have continued focus on copper business with addition of new products. Your Company plans to achieve a growth of 5% in this segment with emphasis on value added products. The following new products are proposed to be added in this segment

- Copper Foils for Cable Wrap: The product is under development for commercial production, we expect a turnover of Rs. 20 Crores from this product.

- Solar Water Collectors: The Company proposes to commence the commercial production of Solar Water Collectors in the Current Financial year.

Real Estate & Infra: As stated in the previous Financial Year, the Company proposes to exit from real estate wherever possible. In respect of Land situated at Gachibowli which is held through subsidiaries, the applicability of G.O.111 is still under review by Hon'ble High Court of A.P. Further action on the property will be considered only after decision in this matter is taken by the Hon'ble High Court/ State Govt.

In respect of Uppal land, the Company is looking for interested parties to either develop/ outright sale.

Wind Power: The Company currently has an overall installed capacity of 12.15 MW comprising 9 wind turbines. During the current year, the Company gained Voluntary Emission Reductions (VER's) through Voluntary Carbon Standards that generated additional revenue by sale to appropriate buyers.

BUYBACK OF EQUITY SHARES:

The Company has bought back 44,10,000 equity shares of Rs. 2/- each and the total amount invested for the buyback was Rs. 8,20,53,688/- (incl brokerage and taxes) resulting in an average price of Rs. 17.95/- per share. The Company closed the buyback offer on 9th March, 2012 and extinguished all the shares that were bought back.

REDEMPTION OF FCCB's:

During the year 2011-12, the outstanding nominal value of US $ 10.0 million of FCCBs were paid in full at a redemption value of USD 14,825,500 including YTM of 8% on the principle amount on its maturity date i.e. October 17, 2011 as per the terms and conditions of the offering circular dated October 10th 2006. In view of the above payment, the entire liability on account of FCCB's is discharged.

Due to the above redemption, the Company incurred an outflow of Rs. 75,41,04,217/-( Rupees Seventy Five Crores Forty One lakhs four thousand two hundred and seventeen) and debited Rs. 26,32,04,217/ - (Rupees twenty six crores thirty two lakhs four thousand two hundred and seventeen only) to P&L account towards interest and withholding tax.

CREDIT RATING:

CRISIL has upgraded the outlook on the long-term banking facilities of Bhagyanagar India Ltd (BIL) to 'Stable' from 'Negative', while reaffirming the rating at 'CRISIL BBB '; the rating on the short-term facilities have been reaffirmed at 'CRISIL A2'. The up gradation in outlook follows the repayment of the foreign currency convertible bonds (FCCBs) of USD 14.82 million by BIL in a timely manner; the company has funded the same through external commercial borrowings (ECB) of USD 13.42 million from ICICI Bank Ltd, and the rest through internal accruals. The following is the rating history of the Company:

Date Long-Term Fixed Short- Rating Deposit Term watch/ Outlook

21.10.2011 CRISIL BBB - CRISIL A2 Stable

01.06.2011 BBB - P2 Negative

31.08.2009 A - P1* Stable

DIRECTORS:

In order to comply with Section 256 of the Companies Act 1956 and Articles of Association of the Company Shri Kamlesh Gandhi, Shri D. Venkata Subbiah, Dr. R.N. Sreenath, Directors of the Company will retire by rotation at the ensuing Annual General meeting and being eligible, offers themselves for re-appointment.

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting is being annexed to the Annual Report.

AUDITORS:

M/s. Sekhar & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting are eligible for re- appointment. The Company is in receipt of confirmation from M/s Sekhar & Company that in the event of their re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting, such re-appointment will be in accordance with the limits specified in Sub-section (1B) of Section 224 of the Companies Act, 1956.

ISO 9001-2000 CERTIFICATION:

Your Company continues to hold ISO 9001-2000 Certification by meeting all the requirements of Certification from time to time.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' responsibility statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial Year and of the Profit or Loss account of the Company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the accounts for the Financial Year ended 31st March 2012 on a 'going concern' basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor's Certificate on its compliance.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC:

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998, are provided in the Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES:

During the period under review, none of the employees who were under employment for whole of the year or part of the year, were in receipt of remuneration exceeding Rs. 60,00,000 per annum or Rs. 5,00,000 per month as set out in Section 217 (2A) of the Companies Act, 1956.

APPRECIATION:

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be the Company's endeavor to build and nurture strong links with trade based on mutuality, respect and co- operation with each other.

For and on behalf of the Board of Directors

Place : Secunderabad G. MANGILAL SURANA

Date : 28.07.2012. CHAIRMAN


Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report of your Company together with the Audited Balance Sheet as at 31st March 2011 and Profit and Loss A/c for the year ended 31st March, 2011.

FINANCIAL RESULTS:

The performance of the Company during the year has been as under :

(Rs. in lakhs)

Consolidated Results Standalone Results

Particulars 2011 2010 2011 2010

Sales and other Income 19,234.68 18,461.24 19,234.67 18,461.23

Profit before Depreciation and Interest 2,124.64 2,154.98 2,127.38 2,160.92 DEDUCT :

Depreciation 573.09 510.02 573.09 510.02

Interest 200.17 192.61 200.17 192.60

Profit for the year 1,351.38 1,452.35 1,354.12 1,458.30

Prior period Adjustments 5.58 0.43 5.58 0.42

Profit before Taxation 1,356.96 1,452.78 1,359.70 1,458.72

Provision for Taxation :

Current Tax 265.00 250.00 265.00 250.00

Deferred Tax 75.72 (127.68) 75.71 (127.69)

Income Tax in respect of earlier years 0.00 0.49 0.00 1.90

Profit after Tax 1,016.24 1,329.97 1,018.99 1,334.51

Less: Minority Interest (0.16) 0.19 - -

Less: Change in Reserves on divestment in subsidiary / Associate (50.60) - - -

Less: Share in net assets of associate cos. - 11.88 - -

Surplus brought forward from previous year 8,582.67 8,083.81 8,630.23 8,114.76

Balance available for appropriation 9,649.67 9,401.71 9,649.22 9,449.27

APPROPRIATION:

Dividend 273.60 273.60 273.60 273.60

Tax on Dividend 45.44 45.44 45.44 45.44

Transfer to General Reserves 500.00 500.00 500.00 500.00

Balance c/f to Balance Sheet 8,830.63 8,582.67 8,830.18 8,630.23

TOTAL 9,649.67 9,401.71 9,649.22 9,449.27

OPERATIONS:

In the year 2010-11, the Company focused on its core business Copper, its allied products and Wind Power Generation. The turnover in both the segments grew by 11.41% and 16.78% respectively compared to previous year. In real estate business, the Company made exit from A.P. Housing Project at Visakhapatnam.

The income from operations is Rs. 18602.70 lakhs as against Rs.17453.01 lakhs for the corresponding previous year The profit before tax stood at Rs.1359.71 lakhs as against Rs. 1458.73 lakhs for the previous year. The profit after tax stood at Rs.1018.99 lakhs as against Rs.1334.51 lakhs for the corresponding period. The Basic Earnings Per Share for the year ended 31.03.2011 is 1.49 as against Rs. 1.82 for the corresponding previous year ended 31.03.2010.

SUBSIDIARIES

During the year 2010-11, the Company divested its stake in wholly owned subsidiary M/s Bhagyanagar Telecom Limited, whose name is changed to Bhagyanagar Green Energy Limited in December 2010, thereby ceasing it to be the Company's subsidiary. Therefore there are currently four subsidiaries as mentioned below:

M/s Bhagyanagar Metals Limited

M/s Bhagyanagar Properties Private Limited

M/s Scientia Infocom India Private Limited

M/s Metropolitan Ventures India Limited

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements incorporating the operations of the Company and its subsidiaries are attached herewith in this Annual Report. The Ministry of Corporate Affairs while exercising it power under section 212 (8) of the Companies Act, 1956 has exempted the Company from publishing the Annual Report of all its subsidiaries vide Letter No. 47/40/2011-CL-III dated 04.02.2011. Further the Ministry of Corporate Affairs, New Delhi, vide Circular No. 5/12/2007 CL-III dated 08.02.2011 granted general exemption under section 212(8) of the Companies Act, 1956 in relation to providing information on the Subsidiary Companies. Accordingly, the accounts of the Subsidiary Companies and the detailed related information will be made available to the investors of the Company and its subsidiaries on request and are also available for inspection at Registered Office of the Company.

DIVIDEND:

Your Directors recommended a Dividend @ 20% amounting to Rs. 273.60 lakhs for the year ended 31st March 2011. This will entail an outflow of Rs.319.04 lakhs (inclusive of tax thereon). Your Directors also inform that if any FCCB's are converted into equity shares upto the date of closure of the Register of Members of the Company, the resulting shares arising out of the said conversion of FCCBs would also be eligible for dividend, as recommended by the Board and approved by the members at the ensuing Annual General Meeting of the Company.

RESERVES:

During the year the Company has transferred an amount of Rs.500 lakhs to General Reserves.

FIXED DEPOSITS:

The Company had not accepted or invited any Deposits and consequently no deposit has matured /become due for re-payment as on 31st March 2011.

CLOSURE /DISPOSAL OF JFTC UNIT

During the year 2009-10, the approval of members by way of Postal Ballot was obtained on 29.09.2009 for the purpose of lease /sale/disposal of Company's undertaking situated at Plot No. 61, Pilerne Industrial Estate, Panajim, Goa - 403 001 pursuant to the provisions of Section 293(1)a and 192A of The Companies Act, 1956 read with Companies (Passing of Resolution by Postal Ballot) Rules, 2001. Accordingly, during the year 2010-11, the Company closed its JFTC operations, disposed off the Plant & Machinery and leased out the land property.

FUTURE PROJECT INITIATIVES:

The strategy of the Company for financial year 2011- 12 is to have continued focus on copper business.

Copper Business: The Company aims to achieve growth of 10% in this segment with emphasis on value added products. The Company added following 2 new products during the year to its copper business

1) Commutator for Auto Sector: The Company obtained requisite approvals and commenced commercial production w.e.f 01.08.2010

2) Copper Coated Aluminum Wires: This product is used in Electrical Industry. In view of increased difference in the prices of copper and aluminum, the industry started exploring the possibilities of replacement of copper with aluminum wherever possible. Keeping in view the industry trend, the Company also started trial production of Copper coated aluminum wires which are used in electrical industry.

REAL ESTATE/INFRASTRUCTURE

The Real Estate market continues to be depressed. Therefore, the Company during the year 2010-11, made exit from A.P. Housing Project at Visakhapatnam and during the year 2011-12, exited from Kurnool Land held under SPV, Punjagutta land and TADA SEZ. The status of other projects remains same as mentioned in last annual report

Wind Power: The Company currently has an overall installed capacity of 12.15 MW comprising 9 wind turbines. During the current year, the Company generated 254.32 Lacs Units of Power as against 231.06 Lacs Units in the previous year. The Company gained Voluntary Emission Reductions (VER's) through Voluntary Carbon Standards and expects to generate additional revenue by sale of VER's to appropriate buyers.

BUYBACK OF EQUITY SHARES:

The Board of Directors at their meeting held on 27.01.2011 has approved the Buy-Back of Equity Shares of the Company of Rs.2/- each from open market through stock exchange mechanism, for an aggregate amount not exceeding Rs.14,00,00,000/ - (Rupees Fourteen Crores only), up to a minimum of 40,00,000 shares and a maximum of 80,00,000 shares, at the prevailing market price up to a maximum price of Rs. 35/- per equity share, subject to the approval of the Members and receipt of exemption from SEBI under Takeover Code.

The Company sought the approval of the Members through Postal Ballot in accordance with the provisions of Section 192A of the Companies Act, 1956. Subsequently, the promoters of the Company filed an application seeking exemption under Regulation 4 of Takeover Code with Securities Exchange Board of India ("SEBI") on 14.03.2011. SEBI vide its order dated 27.06.2011 granted exemption to the Promoter Group. The Company is in the process of proceeding with the Buyback offer.

DIRECTORS:

In order to comply with Section 256 of the Companies Act 1956 and Articles of Association of the Company Shri G. Mangilal Surana, Shri O. Swaminatha Reddy, Shri R. Surender Reddy, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting is being annexed to the Annual Report.

AUDITORS:

M/s. Sekhar & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting are eligible for re- appointment. The Company is in receipt of confirmation from M/s Sekhar & Company that in the event of their re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting, such re-appointment will be in accordance with the limits specified in Sub-section (1B) of Section 224 of the Companies Act, 1956.

INSURANCE

All the movable and immovable assets of your Company are adequately insured.

ISO 9001-2000 CERTIFICATION:

Your Company continues to hold ISO 9001-2000 Certification by meeting all the requirements of Certification from time to time.

DIRECTORS' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' responsibility statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the financial year and of the Profit or Loss account of the Company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the accounts for the Financial Year ended 31st March 2011 on a 'going concern' basis.

Auditors Observations:

The Auditors observation reported in point No. 4(vi) of the Auditors Report is not a qualification and it is self explanatory in nature and hence not commented upon.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor's Certificate on its compliance.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC:

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998, are provided in the Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES:

During the period under review, none of the employees who were under employment for whole of the year or part of the year, were in receipt of remuneration exceeding Rs.60,00,000 per annum or Rs.5,00,000 per month as set out in Section 217 (2A) of the Companies Act, 1956.

APPRECIATION:

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be the Company's endeavor to build and nurture strong links with trade based on mutuality, respect and co- operation with each other.

For and on behalf of the Board of Directors

Place : Secunderabad G. Mangilal Surana

Date : 05.08.2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 25th Annual Report of your Company together with the Audited Balance Sheet as at 31st March 2010 and Profit and Loss A/c for the year ended 31st March, 2010

FINANCIAL RESULTS:

The performance of the Company during the year has been as under : (Rs. in lakhs)

Consolidated Results Standalone Results

Particulars 2010 2009 2010 2009

Sales and other Income 18461.23 20194.77 18461.23 20148.60

Profit before 2154.98 2522.59 2161.35 2482.18 Depreciation and Interest

DEDUCT:

Depreciation 510.02 498.39 510.02 498.39

Interest 192.61 463.15 192.61 463.15

Profit for the year 1452.35 1561.04 1458.29 1520.63

Prior period 0.43 2.83 0.43 2.84 Adjustments Profit before Taxation 1452.78 1563.87 1458.72 1523.47

Provision for Taxation 250.00 417.06 250.00 400.00 : Current Tax

Fringe Benefit Tax 0.00 5.75 0.00 5.75

Deferred Tax (127.69) 13.85 (127.69) 13.85

Income Tax in respect 0.49 0.00 1.90 0.00 of earlier years

Profit after Tax 1329.97 1127.20 1334.51 1103.87

Less: Minority Interest 0.19 7.24 - -

Share in net assets 11.88 35.94 - - of associate cos.

Surplus brought forward 8083.81 7848.31 8114.76 7859.40 from previous year

Balance available for 9401.70 8932.32 9449.27 8963.27 appropriation

APPROPRIATION:

Dividend 273.60 298.00 273.60 298.00

Tax on Dividend 45.44 50.51 45.44 50.51

Transfer to General 500.00 500.00 500.00 500.00 Reserves Balance c/f to 8582.66 8083.81 8630.23 8114.76 Balance Sheet

TOTAL 9401.70 8932.32 9449.27 8963.76

OPERATIONS:

During the year 2009-10, the Indian economy recovered as a result of various monetary and fiscal measures taken by the Govt. of India. The company also benefitted by such measures which is reflected in increased turnover of copper products from Rs.138.02 Crores during the previous year to 159.28 Crores during the current year. However, the benefit of recovery was not fully reflected in top-line and bottom-line of the company; due to sharp fall in off- take of JFTC cables and shift in demand the turnover of telecom segment reduced from Rs.40.01 Crores to Rs.7.45 Crores. Further due to continued depressed real estate market, the income from infrastructure segment dropped from Rs.4.87 Crores to Rs.40 lakhs.

The Income from Operations is Rs. 17453.01 Lakhs as against Rs. 18962.57 Lakhs for the corresponding previous year The Profit Before Tax is 1458.73 Lakhs as against Rs. 1523.47 Lakhs for the previous year. The Profit After Tax is 1334.51 Lakhs as against Rs. 1103.87 Lakhs for the corresponding period. The Company recorded a decline in the income due to decrease in the revenues from telecom and Infrastructure segments. The Basic Earnings Per Share for the year-ended 31.03.2010 is Rs.1.82 as against Rs. 1.48 for the corresponding previous year ended 31.03.2009

CLOSURE/DISPOSAL OF JFTC UNIT

During the year 2009-10, the approval of members by way of Postal Ballot was sought on 29.09.2009 for the purpose of lease/sale/disposal of Companys undertaking situated at Plot No. 61, Pilerne Industrial Estate, Panajim, Goa - 403 001 pursuant to the provisions of Section 293(1)a and 192A of the Companies Act, 1956 read with Companies (Passing of Resolution by Postal Ballot) Rules, 2001. Accordingly the Company is in the process of negotiations with prospective buyers for transfer of the said property.

BUYBACK OF EQUITY SHARES:

The Company bought back 61,00,000 equity shares of Rs.2/- each and closed the said buyback on 18.05.2010 being the last date for buyback as approved by the Board at its meeting held on 09.04.2009.The total amount invested was Rs. 16,16,82,594/- (including brokerage and taxes) resulting an average price of Rs.26.51/- per share. The Company extinguished all the shares that were bought back

BUYBACK OF FCCBS:

During the year, the company bought back 50 FCCBs (out of 150 FCCBs issued by the Company on 10.10.2006) of US $ 1,00,000 each, aggregating US $ 5.0 million (Nominal value) at a discount. The necessary formalities with Luxembourg Stock Exchange for extinguishment of said FCCB were complied. The outstanding FCCBs as on date are 100 FCCBs of US $ 1,00,000 each, aggregating US $ 10.0 million (Nominal value), and are due for conversion/repayment in Oct, 2011

CHANGE OF NAME OF COMPANYS UNIT M/S INDIA EXTRUSION

During the year, the Company changed the name of Copper Unit presently run in the name of M/s India Extrusion to M/s Bhagyanagar India Limited.

REAL ESTATE/INFRASTRUCTURE

During the year, Real Estate market continued to be depressed. Therefore the Company intends to exit from some of the projects viz., TADA SEZ, SPVs of Kurnool Land, A.P. Housing Project at Visakhapatnam so as to make beneficial use of redundant capital employed in these projects. Further, the Company plans to commence development of other projects based on the prevailing market conditions.

1) Uppal Project: The Company received clearance from fire department and airport authorities and the building plan has been submitted for approval to APIIC. As the demand for IT space has came down considerably, the company is considering other options of land usuage from IT to commercial/hospital usage

2) Panjagutta land: The civil construction is completed and the Company intends to either lease/sale on terms that are beneficial to the Company and negotiating with interested parties.

3) Others: In respect of the land in Gachibowli, approvals from respective Government agencies are being pursued upon

FUTURE PROJECT INITIATIVES:

Copper Business: The Company aims to achieve growth of 10% in this segment with emphasis on value added products. The Company successfully developed 2 new products:- 1) Commutator for Auto Sector:- The Company applied for approval and expects to obtain approval and commence commercial production shortly.

2) Tin Coated Copper Bus Bars & Components: - This is used in Electrical Industry. Trial production is expected to commence in Oct 2010.

Wind Power:- The Company has installed another 1.65 MW Wind Turbine Generator in the state of Tamilnadu which was commissioned on 08.03.2010.

This takes the overall installed capacity to 12.15 MW. Steps have been taken to get carbon credit under Clean Development Mechanism(CDM) and Voluntary Carbon Standards(VCS) and the validation work for the same is in progress.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements incorporating the operations of the company and its subsidiaries are attached herewith in this Annual Report. The Ministry of Corporate Affairs while exercising its power under section 212 (8) of the Companies Act, 1956 has exempted the Company from publishing the Annual Report of all its subsidiaries vide letter no. 47/35/2010-CL-III dated 05.04.2010. However, the accounts of the subsidiary companies and the detailed related information will be made available to the investors of the company and its subsidiaries on request and are also available for inspection at Registered Office of the Company.

DIVIDEND:

Your Directors recommended a Dividend @ 20% amounting to Rs. 273.60 lakhs for the year ended 31st March 2010. This will entail an outflow of Rs.319.04 lakhs (inclusive of tax thereon). Your Directors also inform that if any FCCBs are converted into equity shares upto the date of closure of the Register of Members of the Company, the resulting shares arising out of the said conversion of FCCBs would also be eligible for dividend, as recommended by the Board and approved by the members at the ensuing Annual General Meeting of the Company.

RESERVES:

During the year the Company has transferred an amount of Rs.5.00 crores to General Reserves.

FIXED DEPOSITS:

The Company had not accepted or invited any Deposits and consequently no deposit has matured / become due for re-payment as on 31st March 2010

DIRECTORS:

In order to comply with Section 256 of the Companies Act 1956 and Articles of Association of the Company Shri. Narender Munoth, Shri N. Krupakar Reddy, Shri R.N. Sreenath, Directors of the Company will retire by rotation at the ensuing Annual General meeting and being eligible, offers themselves for re- appointment.

The brief particulars of the Directors seeking appointment / re-appointment at this Annual General Meeting is being annexed to the Annual Report.

AUDITORS:

M/s. Sekhar & Company, Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting are eligible for re- appointment. The Company is in receipt of confirmation from M/s Sekhar & Company that in the event of their re-appointment as Statutory Auditors of the Company at the ensuing Annual General Meeting, such re-appointment will be in accordance with the limits specified in Sub-section (1B) of Section 224 of the Companies Act, 1956.

CREDIT RATING:

The Company in order to meet the Basel-II Guidelines, obtained credit rating from CRISIL. CRISIL has assigned the following Credit Rating for the Companys Bank Borrowings.

1. Term loan/Cash Credit - A/Stable indicating adequate safety with regard to timely payment of financial obligations

2. Bank Guarantee/Letters of Credit - P1 indicating very strong safety regarding timely payment on the instrument

INSURANCE

All the movable and immovable assets of your Company are adequately insured.

ISO 9001-2000 CERTIFICATION:

Your Company continues to hold ISO 9001-2000 Certification by meeting all the requirements of Certification from time to time.

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors responsibility statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the Financial Year and of the Profit or Loss account of the Company for the year under review;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the accounts for the Financial Year ended 31st March 2010 on a going concern basis.

Auditors Observations :

The Auditors observation reported in para 4(e)(i) of the Auditors Report with regard to non-provision of redemption reserve for FCCB is not a qualification and it is self explanatory in nature and hence not commented upon.

The observation reported in para 4(e)(ii) regarding the provision for loss of goods, your company filed suit against the parties for recovery of the amount of US $ 5,73,700 with Honble High Court of Mumbai consequent to which the High Court directed the parties to furnish Bank Guarantee to the Court for an amount of Rs. 3,33,90,180/-

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement, forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditors Certificate on its compliance.

CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC:

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required to be disclosed under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1998, are provided in the Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES:

Information relating to particulars of Employees who are drawing more than Rs.24,00,000/- per annum which is required to be disclosed under Section 217(2A) of the Companies Act 1956 read with The Companies (Particulars of Employees) Rules 1975 are provided in the Annexure forming part of this Report.

APPRECIATION:

Your Directors wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry, despite increased competition from several existing and new players.

ACKNOWLEDGEMENTS:

The Board desires to place on record its sincere appreciation for the support and co-operation that the Company received from the suppliers, customers, strategic partners, Bankers, Auditors, Registrar and Transfer Agents and all others associated with the Company. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be the Companys endeavor to build and nurture strong links with trade based on mutuality, respect and co-operation with each other.

for and on behalf of the Board of Directors

Place : Secunderabad G. Mangilal Surana

Date : 05.08.2010 Chairman

 
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