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Directors Report of Nissan Copper Ltd.

Mar 31, 2013

To. The Members of NISSAN COPPER LIMITED

The Directors present the 24th Annual Report and the Audited statement of Accounts of the Company for the financial year ended March 31,2013.

FINANCIAL RESULTS:

The Financial performance of your Company for the year under review is summarized below:

(Rs. in Lacs)

PARTICULARS NISSAN COPPER STANDALONE NISSAN COPPER GROUP

2012-13 2011-12 2012-13 2011-12

Sales (Net of Excise) 5703.98 28148.16 5703.98 28956.00

Profit before Depreciation, Finance Charges 8i Taxation (2095.60) 3357.02 (2420.32) 3113.47

Less: Depreciation 1565.77 1036.21 1565.77 1036.21

Less: Finance Charges 2815.38 2439.43 2815.38 2439.43

ProfttALoss) before Taxation (6476.75) (118.62) (6801.47) (362.18)

Less: Provision for Taxation 725.61 73.35 725.61 73.35

Net ProfrtALoss) after taxation (7202.36) (191.97) (7527.08) (435.53)

Add: Surplus Brought Forward from previous years 1500.64 1692.62 1369.14 1804.67

Surplus available for appropriation (5701.72) 1500.64 (6157.93) 1369.14

Less: Transfer to General Reserves - - - -

Less: Proposed Dividend including Distribution Tax - - - -

Balance carried to Balance Sheet (5701.72) 1500.64 (6157.93) 1369.14

FINANCIAL PERFORMANCE:

During the year under review, the gross turnover of your Company has decreased from Rs.28,148.16 Lacs to Rs. 5703.98 Lacs. In the current year, the Company has witnessed a net loss after tax of Rs.7,202.36 Lacs. The financial performance of the Company during the financial year 2012-13 was extremely stressed due to lower capacity utilization in the absence of adequate working capital. Hence, there is a decrease in its variance. The Management on its part has filed an application to CDR Cell, it shall increase not only its performance at the present level but also will help in the coming years. The CDR Cell, has positively considered the request of the Company and the financial restructuring of the Company is presently under consideration by the Bankers of the Company.

Further, the manufacturing unit of the Company is working at a minimum capacity.

OPERATIONAL PERFORMANCE:

The operational performance during the financial year was as follows:

PRODUCT 2012-13 2011-12 Variance MT MT (%)

Copper Pipes/ tubes 968.25 4202.970 (76.96)

Copper Mother tubes/ Flats/ Rod/ Wire Bars/Sections 25.35 261.618 (90.31)

Copper ingots/ Billet Bars 27.00 461.048 (94.14)

Other Product 100.14 1615.614 (93.80)

Copper Mother Tubes/ Flats /Sections are semi-finished goods which are used further for the production of final product i.e. Copper Pipes. The operational performance of the Company during the financial year 2012-13 was extremely stressed due to lower capacity utilization in the absence of adequate working capital. Hence, there is a decrease in its variance. The Management on its part has filed an application to CDR Cell, it shall increase not only its performance at the present level but also will help in the future coming years.

The CDR Cell has positively considered the request of the Company and the financial restructuring of the Company is presently under consideration by the Bankers of the Company.

Further, the manufacturing unit of the Company is working at a minimum capacity.

''TRANSFER TO GENERAL RESERVE:

During the financial year 2012-13, since the Company has incurred loss, no amount has been transferred to the General Reserve.

DIVIDEND:

The Company has suffered loss during the year, hence the Board of Directors regret to declare any dividend for the current year.

SUBSIDIARY COMPANY:

The Company has a Wholly Owned subsidiary in the name of "NC Middle East FZE" in U.A.E. (Ajman Free Zone) for the purpose of general trading. Import & Export of Copper & Copper Products. The accounts are audited by M/s ASP Auditing, Chartered Accountants Dubai-UA.E. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted a general exemption from compliance with Section 212 of the Companies Act, 1956 i.e. attaching the Balance Sheet and Profit & Loss Account of the Subsidiary Company, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements. The Company will make available the Annual Accounts of the Subsidiary Company to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Company will also be kept open for inspection at the Registered Office of the Company between 10.30 a.m. to 12.30 p.m. on all working days except Saturdays, Sundays and Public Holidays.

FIXED DEPOSITS:

The Company has not accepted any deposit within the purview of section 58A of the Companies Act, 1956 during the year under review.

CAPITAL DEBT RESTRUCTURING (CDR):

Your Company had made a reference to the Corporate Debt Restructuring (CDR) Cell constituted by Reserve Bank of India for Restructuring of its financial debt. The CDR Cell positively considered the request of the Company and has approved the debt restructuring proposal given by Company. For the purpose of implementation of the approval package as also to comply with the post- implementation requirements, the lead consortium bankers of the Company has been appointed as Monitoring Institution (Ml) by the CDR Cell. To facilitate the process of monitoring of progress of sanction and implementation of the approved package by the respective lenders and to revive the performance of the Company/restructuring package on a continuous basis, a Monitoring Committee (MO, comprising of representatives of the lead bankers, has been constituted.

FUTURE PROSPECTS:

With the restructuring of its debt and implementation of the revival package approval by the CDR Cell your Company believes that it will gradually be able to revive its operations towards profitability. Your Company has been extremely fortunate to have full support of its employees during the financial stressed period and all efforts are being made to garner support from the customers of the Company as well when the operations of the Company are revived. Although, huge efforts would be required toward regaining the confidence of customers, your Company is hopeful and confident that the same would be done over a period of time based on continued and sustained quality supply of material coupled with prompt and efficient customer service.

DIRECTORS'':

The Board of Directors of a Company provides leadership and strategic guidance, objective judgment, independent of management to the Company and exercise control over the Company, while remaining at all times accountable to the shareholders.

On June 27,2012, Mr. Vijay Dutt Vyas, Independent Director resigned from Directorship of the Company.

In accordance with the provision of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Nitin Mehta, retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholder''s information and auditors'' certificate on its compliance, forms a part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements for the year ended March 31,2013 have been prepared in accordance with the principles and procedures for the preparation and presentation of consolidated accounts as set out in the Accounting Standard (AS-21). The aforesaid statements, audited by the Statutory Auditors of the Company have been filed with the stock exchanges as on May 30,2013 and are also attached to the Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Company. Also the Cash Flow Statement is provided in the Annual Report along with the Balance Sheet and Profit and Loss Account.

DEPOSITORIES:

The Company is registered with both the Depositories viz, the National Securities Depository Limited and Central Depository (Services) limited. The overseas depository of the Company is The Bank of New York Mellon Corporation'' for GDR. The shareholders can take advantage of holding their scripts in dematerialized mode.

INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been insured with the following Insurance Companies:

1. United India Insurance Co. Ltd.

2. L & T General Insurance Co. Ltd.

3. The New India Assurance Co. Ltd.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In Compliance to the requirements of Section 217(2AA) of the Companies Act 1956, your Directors confirm that

a) The Company has followed the applicable accounting standards in the preparation of the Annual Accounts and there had been no material departure except accounts drawn as per revised Schedule VI as per the Companies Act 1956.

b) Directors had selected the accounting policies and applied them consistently and made judgments and estimates that are 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 of the Company for the year under review.

c) The Directors have taken proper and sufficient care for 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) The Directors have prepared the Annual Accounts on a going concern basis. AUDITORS AND AUDITORS''REPORT:

STATUTORY AUDITORS:

The present Statutory Auditors of the Company M/s. R. C. Jain & Associates, Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting. The Company has received a letter as required under section 224(1 B) of the Companies Act, 1956 from M/s. R.C. Jain & Associates, Chartered Accountants, confirming their eligibility and willingness to act as Statutory Auditors, if re-appointed. The members are requested to appoint the Statutory Auditu rs from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting.

Your Directors have to state that with respect to contingent liability mentioned in the Auditors'' Report, the Auditors remark is self explanatory and is further explained in detail in note no. 36, 37, 38, 39, 40,41 & 42 of Notes to Accounts. Further with reference to point no. 2e(a) of Auditors Report, the Company had sent confirmation letter to all creditors and debtors to confirm their balances. However, in the absence of any reply from some of the parties till the finalization of accounts, their balances outstanding as on March 31,2013 in the books of the Company has been considered.

The other observation in the Auditors'' Report are dealt in the notes forming part of the accounts at appropriate places and the same being self explanatory, no further comments are considered necessary.

COST AUDITOR:

Pursuant to CAB Order dated January 24,2012, it is mandatory for the Company to appoint a Cost Auditor for the financial year 2013-

14 who shall issue Cost Audit Report. In order to comply with the said requirement, the Company has appointed Mr. Sandeep Kumar Poddar, Poddar & Company, Practicing Cost Accountant, bearing Membership no. 29474 in their meeting held on May 30, 2013 to undertake Cost Audit for the financial year ended March 31,2014. =.

INTERNAL AUDITORS:

The Board of Directors of the Company had re-appointed M/s. Kothawade & Laddha, Chartered Accountants as Internal Auditor of the Company for the year 2013-14 to strengthen the internal control system of the Company.

During the year under review, the management has duly considered and has taken appropriate action on the recommendations made by the Internal Auditors. The Audit Committee members reviewed and discussed in detail the scope of audit and audit schedule. Your Company shall be immensely benefited from their appointment.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Management''s discussion and analysis report for the year under review, a; stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in separate section forming part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars pursuant to requirements under Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is given in the annexure of the report.

CORPORATE SOCIAL RESPONSIBILITIES (CSR):

As a concerned Corporate Citizen, your Company believes that CSR initiatives are a way to pay back societal debt and obligations. Your Company does not see CSR as a charity; not even as a responsibility, but as an opportunity to change and your Company''s activities are determined by the concept of Changing Lives. Your Company is constantly endeavored to improve the quality of life of the communities and to bridge the gaps in society and help transform communities around the workplace.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company fall within the purview of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011.

APPRECIATION:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to your Company by its customers, suppliers. Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.



For and on beharf of the Board,

Sd/-

Ratanlal Mardia

Managing Director

Place: Mumbai

Date: September 2,2013


Mar 31, 2012

To, The Members of NISSAN COPPER LIMITED

The Directors are pleased to present the 23rd Annual Report and the Audited statement of Accounts of the Company for the financial year ended 31st March, 2012.

FINANCIAL RESULTS:

The Financial performance of your Company for the year under review is summarized below:

(Rs. in Lacs)

PARTICULARS NISSAN COPPER STANDALONE NISSAN COPPER GROUP

2011-12 2010-11 2011-12 2010-11

Revenue from Operations 28148.16 28489.72 28955.99 31715.66

Other Income 542.13 462.90 274.92 401.29

Total income 28690.29 28952.62 29230.91 32116.95 Consumption of Raw materials including

stockadjustment 23772.15 24046.04 24544.34 27087.02

Manufacturing & Operating Costs 520.09 423.94 520.09 423.94

Employee Benefit Expenses 389.52 385.29 395.78 389.68

Other Expenditure 628.99 790.45 633.94 795.75

Total Expenditure 25310.75 25645.72 26094.15 28696.39

Profit before Depreciation, Finance Charges & Taxation 3379.55 3306.91 3136.76 3420.56

Less: Depreciation 1036.21 470.87 1036.21 470.87

Less: Finance Charges 2461.95 1117.91 2462.72 1119.50

Profit/(Loss) before Taxation (118.62) 1718.13 (362.17) 1830.19

Less: Tax Expenses 73.35 463.88 73.35 463.88

Net Profit/ (Loss) after taxation (191.97) 1254.26 (435.52) 1366.31

The previous year's figures have been regrouped and rearranged wherever necessary as per the provisions of Revised Schedule VI.

FINANCIAL PERFORMANCE:

During the year under review, the Revenue from operations of your Company has decreased by 1.20 % from Rs.28,489.72 Lacs to Rs.28,148.16 Lacs.

The profit before Depreciation, Finance Cost and taxation has gone up to Rs.3,379.55 Lacs as compared to Rs.3,306.91 Lacs during the preceding year, registering a growth of over 2.20%. The current year has witnessed a net loss after tax of Rs. 191.97 Lacs. The Company has incurred loss during theyear due to increase in depreciation on Plant and Machinery which are installed in Company's new plant and due to Capital Expenditure. However, the new plant is now fully operational and the Board is hopeful of better results in upcoming years.

The Company has also taken measures to adopt innovative strategies to increase the turnover and profitability of the Company. The Company is continuing its efforts to improve productivity and curtail costs. During the year under review, the Company's plants at Umbergaon & Silvassa have performed satisfactorily. The plants at Silvassa continue to be eligible for tax holidays pursuant to Section 80 IB of the Income Tax Act, 1956. The operation of the Company is carried in a single segment i.e. manufacturing and marketing of Copper Products.

OPERATIONAL PERFORMANCE:

The operational performance during the financial year was as follows:

PRODUCT 2011-12 2010-11 Variance MT MT (%)

Copper Pipes/tubes 4202.970 3739.483 12.39%

Copper Mother tubes/ Flats/ Rod/ Wire Bars/Sections 261.618 402.322 -34.97%

Copper ingots/ Billet Bars 461.048 1314.892 -64.94%

Other Product 1615.614 1933.283 -16.43%

Copper Mother Tubes/ Flats/sections are semi-finished goods which are used further for the production of final product i.e. Copper Pipes. During the year, the Company has reduced the sale of these semi- finished as the operation of new plant was started which allowed the Company to manufacture Copper Pipes directly. Hence, there is a decrease in its variance.

Further, there was an increase in sales of Copper pipes/tubes mentioned in the table due to which you could see increase in variances of these products

TRANSFER TO GENERAL RESERVE:

During the Financial year 2011-12, since the company has incurred loss, no amount has been transferred to the General Reserve.

DIVIDEND:

The Company has suffered loss during the year, hence the Board of Directors regret to declare any dividend for the current year.

SUBSIDIARY COMPANY:

The Company has a Wholly Owned subsidiary in the name of "NC Middle East FZE" in UAE (Ajman Free Zone) for the purpose of General trading. Import & Export of Copper & Copper Products. The accounts are audited by M/s KSI Shah & Associates, Chartered Accountants Dubai-U.A.E. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 respectively has granted a general exemption from compliance with Section 212 of the Companies Act, 1956 i.e. attaching the Balance Sheet and Profit & Loss Account of the Subsidiary Company, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements. The Company will make available the Annual Accounts of the Subsidiary Company to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Company will also be kept open for inspection at the Registered Office of the Company between 10.30 a.m. to 12.30 p.m. on all working days except Saturdays, Sundays and Public Holidays.

FIXED DEPOSITS:

The Company has not accepted any deposit within the purview of Section 58A of the Companies Act, 1956 during the year under review.

CONSOLIDATION OF EQUITY SHARES OF THE COMPANY:

The Company had consolidated the face value of the Equity Shares from Re.1/- each to Rs.10/- each w.e.f. 03rdOctober, 2011 being record date, with the approval of the members at the Extra-ordinary General Meeting of the members of the Company held on 16th September, 2011.

CAPITAL DEBT RESTRUCTURING (CDR):

During the year, the phase II of its new plant situated at Silvassa was successfully installed. The Company was able to start its project in the November 2011 and the production successfully began from 9th February, 2012 instead of expected date October, 2010. Due to delay in project installation and initialization of production process, the Working Capital funds of the Company were badly eroded. Hence, the Company had to approach CDR cell through IDBI CAP to restructure the Capital of the Company. The CDR Cell in their meeting held on 25th June, 2012 admitted our Company to enter into CDR scheme.

DIRECTORS:

The Board of Directors of a Company provides leadership and strategic guidance, objective judgment, independent of management to the Company and exercise control over the Company, while remaining at all times accountable to the shareholders.

On 3/10/2011, Mr. Nitin Mehta resigned from Directorship and Mr. Vijay Dutt Vyas was appointed as an Independent Director who subsequently resigned on 27/6/2012.

In accordance with the provision of the Companies Act, 1956 and the Articles of Association of the Company, Mr.Praveen Shah, retire by rotation atthe ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The Company has received a letter under Section 257 of the Companies Act, 1956 from a member, proposing candidature of Mr. Nitin Mehta as a Director along with requisite deposit of Rs.500/- as required by the Act. The Company had included the resolution in the notice convening the Annual General Meeting for approval of the shareholders.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholder's information and auditors' certificate on its compliance, forms a part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements for the year ended March 31,2012 have been prepared in accordance with the principles and procedures for the preparation and presentation of consolidated accounts as set out in the Accounting Standard (AS-21). The aforesaid statements, audited by the statutory auditors of the company have been filed with the stock exchanges as on May 30, 2012 and are also attached to the Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company. Also the Cash Flow Statement is provided in the Annual Report along with the Balance Sheet and Profit and Loss Account.

DEPOSITORIES:

The Company is registered with both the depositories viz. National Securities Depository Limited and Central Depository (Services) limited. The overseas depository of the Company is 'The Bank of New York Mellon Corporation' for GDR. The shareholders can take advantage of holding their scrips in dematerialized mode.

INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been insured with the following Insurance Companies:

1. United India Insurance Co. Ltd.

2. L&T General Insurance Co. Ltd.

3. The New India Assurance Co. Ltd.

DIRECTORS RESPONSIBILITY STATEMENT:

In Compliance to the requirements of Section 217 (2AA) of the Companies Act 1956, your Directors confirm that:

a) The Company has followed the applicable accounting standards in the preparation of the Annual Accounts and there had been no material departure, except accounts drawn as per revised Schedule VI as per the Companies Act, 1956.

b) Directors had selected the accounting policies and applied them consistently and made judgments and estimates that are 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 of the Company for the year under review.

c) The Directors have taken proper and sufficient care for 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) The Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS AND AUDITORS'REPORT: STATUTORY AUDITORS:

The present Statutory Auditors of the Company M/s R. C. Jain & Associates, Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting. The Company has received a letter as required under section 224(1B) of the Companies Act, 1956 from M/s. R. C. Jain & Associates, Chartered Accountants, confirming their eligibility and willingness to act as Statutory Auditors, if re-appointed. The members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting.

Your Directors have to state that with respect to contingent liability mentioned in the Auditors Report, the Auditors remark is self explanatory and explained in detail in note no. 36, 37 & 39 of Notes to Accounts. Further with reference to point no. 6 of Auditors Report, the Company had sent confirmation letter to all creditors and Debtors to confirm their balances. However, in the absence of any reply from some of the parties till the finalization of accounts, their balances outstanding as on 31st March, 2012 in the books of the Company has been considered.

The other observation in the Auditors Report are dealt in the notes forming part of the accounts at appropriate places and the same being self explanatory, no further comments are considered necessary.

COST AUDITOR:

Pursuant to Companies (Cost Accounting Records) Rules, 2011 during the financial year 2011-12, the Company was required to appoint Cost Auditor for issuance of Cost Compliance Report and pursuant to CAB order F.No. 52/26/CAB-2010 dated 24th January, 2012. It is mandatory for the Company to now appoint a Cost Auditor for the financial year 2012-13 who shall issue Cost Audit Report. In order to comply with the both the above mentioned requirements, the Company has appointed Mr. Sandeep Kumar Poddar, Practicing Cost Accountant, bearing membership no. 29474 in their meeting held on 25th June, 2012.

INTERNAL AUDITORS:

The Board of Directors of the Company had re-appointed M/s Kothawade & Laddha, Chartered Accountants as Internal Auditor of the Company for the year 2012-13 to strengthen the internal control system of the Company.

M/s Kothawade & Laddha, Chartered Accountants, a partnership firm established in March 1987, has over 20 years of experience in handling Audit assignments such as conducting statutory audit, concurrent audit, stock audit, revenue audit, inspection audit, depository audit, data migration audit, and quarterly review audit for various Nationalised Banks, Private Banks etc. They have also paneled with:

1. Reserve Bank of India for Statutory Audits of Banks Vide Panelment No. 061315;

2. Comptroller And Auditor General of India (C & AG) Vide Panelment No. B 00533;

3. Joint Registrar, Co-operative Development, Maharashtra Vide Panelment No.651.

During the year under review, the management has duly considered and has taken appropriate action on the recommendations made by the Internal Auditors. The audit committee members reviewed and discussed in detail the scope of audit and audit schedule. Your Company shall be immensely benefited from their appointment.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's discussion and analysis report for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in separate section forming part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars pursuant to requirements under Section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is given in the annexure of the report.

CORPORATE SOCIAL RESPONSIBILITIES (CSR):

As a concerned Corporate Citizen, your Company believes that CSR initiatives are a way to pay back societal debt and obligations. Your Company does not see CSR as a charity; not even as a responsibility, but as an opportunity to change and your company's activities are determined by the concept of Changing Lives. Your company is constantly endeavored to improve the quality of life of the communities and to bridge the gaps in society and help transform communities around the workplace.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company fall within the purview of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011.

APPRECIATION:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to your Company by its customers, suppliers. Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

Forand on behalf of the Board,

Sd/-

SanjayS. Mardia Chairman

Place: Mumbai Date: 14th August 2012


Mar 31, 2010

The Directors have pleasure in presenting the 21st Annual Report together with the Audited statement of Accounts of the Company for the year ended 31 st March 2010.

FINANCIAL RESULTS

The Financial performance of your Company for the year under review is summarized below:

(Rs. in Lacs) PARTICULARS YEAR ENDED YEAR ENDED 31.03.2010 31.03.2009 Sales 18879.59 14489.16 Profit before Depreciation, Finance Charges & Taxation 2418.99 1527.46 Less: Depreciation 406.92 464.74 Less: Finance Charges 803.48 784.51 Profit before Taxation 1208.60 278.21 Less: Provision for Taxation 295.93 64.77 Net Profit after taxation 912.66 213.44 Add: Surplus Brought Forward from previous years 961.68 933.42 Surplus available for appropriation 1874.34 1146.85 Less:Transfer to General Reserves 400.00 100.00 Less: Proposed Dividend including Distribution Tax 169.51 85.15 Balance carried to Balance Sheet 1304.84 961.71

Financial Performance

During the year under review, the gross turnover of your Company has increased by 30.30% from 14489.16 Lacs to 18879.59 Lacs.The increase in turnover was preliminary due to increase in sales with increse in prices of copper (the average LME prices from US$ 5,885/MT to US$ 6,112/MT) & optimum product portfolio mix .

The profit before Depreciation, Finance Cost and taxation has gone up to Rs. 2418.99 Lacs as compared to Rs. 1527.46 Lacs during the preceding year, registering a growth of over 58.37%.The profit after tax has increased to Rs. 912.66 Lacs as compared to Rs. 213.44 Lacs during the preceding year, registering a growth of 23.39%.The overall growth is due to increase in sales coupled with increase in prices of copper and optimum product portfolio mix.

The Company has taken measures to adopt innovative strategies to increase the turnover and profitability of the Company. The Company is continuing its efforts to improve productivity and curtail costs. The Companys plants at Umbergaon & Silvassa have performed satisfactorily during the year and plants at Silvassa continue to be eligible for tax holidays pursuant to section 80 IB of the Income Tax Act, 1956

The operation of the Company is carried in a single segment i.e. manufacturing and marketing of Copper Products.

OPERATIONAL PERFORMANCE:

The operational performance during the financial year was as follows:

PRODUCT 2009-101 2008-091 Variance MT MT (%) Copper Pipes/tubes 3576.642 2713.443 31.81% Copper Section/ Mother tubes/ Flats/ Rod/Wire Bars 584.075 559.937 4.31% Copper ingots/ Billet Bars 592.664 371.466 59.55% Other Product 600.2241 197.070 204.57%

There was an increase in sales of Copper pipes .tubes , intermediaries and other products mention in the table due to which you could see increase in variance of almost all products from last year sales.

TRANSFERTO GENERAL RESERVE:

Out of total Profit of Rs. 912.66 Lacs for the financial year 2009-10, an amount of Rs. 4 Crores is proposed to be transferred to the General Reserve.

DIVIDEND:

Your Company has paid an Interim dividend at 5% (Rs. 0.50 per equity share of Rs. 10/- each) for the financial year ended 31 st March 2010, aggregating a total dividend payout of Rs. 1,68,94,985/- (including dividend tax of Rs. 24,06,532) declared on 8th April 2010, the Record Date for this purpose was 21st April 2010, and the interim dividend was paid on 29th April 2010.

In view of future cash flow and fund requirement, your director declare interim dividend as final dividend.

INCREASE IN AUTHORIZED CAPITAL:

The shareholders of the Company, in their Extra-Ordinary General Meeting held on 12th February 2010, have increased the authorized share capital from Rs.40 Crores to Rs.60 Crores.

SUBSIDIARY COMPANY:

NC MIDDLE EAST FZE

A Wholly Owned subsidiary in UAE (Ajman Free Zone) known in the name"NC Middle East FZE" for the purpose of General trading, Import & Export was established on 8th April 2010. However, as the Company was incorporated after completion of the financial year under review and as the said Company is yet to start its operations, Annual Accounts of the said Company are not attached as required under the provisions of Section 212 of the Companies Act, 1956.

ISSUE OF GDR:

Your Directors are pleased to inform you that as per the approval of members, the Company has successfully completed issue and allotment of 25,000,000 Equity Share underlying 5,000,000 GDRs on 20th May 2010, which upon conversion of all Securities so issued or allotted could give rise to the issue of an amount (inclusive of such premium as may be determined) upto US$34 mn and the same is subject to guidelines of the Reserve Bank of India (RBI), Securities and Exchange Board of India(SEBI) and Ministry of Finance and otherwise on such terms and conditions as may be decided and deemed appropriate by the Board.

ALLOTMENT OF EQUITY SHARES PURSUANTTO CONVERSION OF EQUITY SHARE WARRANTS

The Board in their meeting held on 16th March 2010 has allotted 14421000 Equity Shares, pursuant to conversion of 14421000 Fully Convertible Equity Share Warrants out of total outstanding 23300000 Fully Convertible Equity Share Warrants. Further, during the period under review, the Company has received Rs.27.80 crores as equity warrants money (includes Rs. 3.22 crores amount forfeited from the earlier issue) of which 19.67 crores has been utlised towards modernization cum expansion project as on 31 st March 2010.

QUALITY:

The Company has maintained its continued endeavour in terms of Quality and maintenance of International Standards. We have continued our journey towards excellence with a crucial focus on Quality and Productivity with significant investment in quality programs. During the period under review, the Company was assessed for ISO 9001:2008 and ISO 14001:2004 and was successfully registered with their prestigious certification on 18th September 2009 and 27th May 2010, respectively.The Company continues to focus on and comply with the requirement of ISO 9001:2000, which was received on 16th January 2008.This initiative has been taken by the Company to facilitate consistency in performance of our business processes and to provide a structured mechanism for continuous improvements.

FIXED DEPOSITS:

The Company has not accepted any deposit within the purview of section 58A of the Companies Act, 1956 during the year under review.

DIRECTORS:

The Board of Directors of a Company provides leadership and strategic guidance, objective judgment, independent of management to the Company and exercise control over the Company, while remaining at all times accountable to the shareholders.

In accordance with the provision of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Praveen Shah & Mr. Nitin Mehta retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by SEBI.With a view to strengthening the Corporate Governance framework, the Ministry of Corporate Affairs has issued a set ofVoluntary Guidelines in December 2009 for adoption by the Companies.Your Company already complies with certain provisions of these Voluntary Guidelines and has initiated appropriate action to comply with other requirements.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholders information and auditors certificate on its compliance, forms a part of this Annual Report.

DEPOSITORIES:

The Company is registered both with the National Securities Depository Limited and Central Depository (Services) limited. The shareholders can take advantage of holding their scripts in dematerialized mode.

INSURANCE:

All the assets of the Company wherever necessary and to the extent required have been insured. DIRECTORS RESPONSIBILITY STATEMENT:

In Compliance to the requirements of Section 217 (2AA) of the Companies Act 1956, your Directors confirm that:

a) The Company has followed the applicable accounting standards in the preparation of the Annual Accounts and there had been no material departure.

b) Directors had selected the accounting policies and applied them consistently and made judgments and estimates that are 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 of the Company for the year under review.

c) The Directors have taken proper and sufficient care for 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) The Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS AND AUDITORS REPORT:

The present Statutory Auditors of the Company M/s R.C.Jain &Associates, Chartered Accountants, retire at the conclusion of ensuring Annual General Meeting. The Company has received a letter as required under section 224(IB) of the Companies Act 1956 from M/s. R. C. Jain & Associates, Chartered Accountants, confirming their eligibility and willingness to act as Statutory Auditors if re-appointed.The members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting.

The observation in the Auditors Report are dealt in the notes forming part of the accounts at appropriate places and the same being self explanatory, no further comments are considered necessary.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

Managements discussion and analysis report for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in separate section forming part of the Annual Report.

COST AUDIT

In case of the Auditors remarks with reference to the Cost Audit, your directors are of the view that, the company is maintaining cost records under Section 209(l)(d) of the Companies Act, 1956.The Company is also in process of appointing a Cost Auditor to verify the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars pursuant to requirements under section 2l7(l)(e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is given in the annexure of the report.

CORPORATE SOCIAL RESPONSIBILITIES:

As a concerned Corporate Citizen, your Company believes that CSR initiatives are a way to pay back societal debt and obligations.Your Company does not see CSR as a charity; not even as a responsibility, but as an opportunity to change and your companys activities are determined by the concept of Changing Lives.Your company is constantly endeavored to improve the quality of life of the communities and to bridge the gaps in society and help transform communities around the workplace. We believe that:

"The brands that will be big in the future will be those that tap into the social changes that are taking place."

EXPANSION PROJECT:

Your Company is setting up a project in the name of "State of the Art" to manufacture Copper tubes for ACR and Plumbing application areas.We will be producing Plain and Inner Grooved Copper tubes in straight lengths, Pancake coils and LWCs, with "Cast & Roll" technology.The new plant will be commissioned by June/July 2010 and commercial production will commence from September 2010 onwards.The installed capacity would be 1000 MT per month.The funds for expansion were raised through the Preferential allotment, bank and internal accruals.

PARTICULARS OF EMPLOYEES:

Three employees fall within the purview of the provisions of section 2I7(2A) of the Companies Act, 1956 read with the

Companies (Particulars of Employees) Rules, 1975.The statement for the same is attached herewith:

Name Of the Qualification Age Experience Remuneration employee and designation Mr. Sanjay Mardia, * Bachelor of 45 years 26 years Rs.3,00,000/- Chairman Commerce p.m. Mr. Ratanlal Mardia, * Bachelor of 42 years 19 years Rs.3,00,000/- Managing Director Commerce p.m. Mr.AtuI Mardia, * Bachelor of 44 years 20 years Rs.3,00,000/- Whole-Time Director Commerce p.m. Designated As Executive Director

Name Of the Commence-ment Particulars of of Employ-ment last employment held, designation, organization and period Mr. Sanjay Mardia, 1/12/1989 Promoter of Nissan Chairman Copper Limited since 1989 & now Chairman of the Company Mr. Ratanlal Mardia, 30/7/1991 Appointed as Director Managing Director in Nissan Copper Limited since 1991 and now Managing Director. Mr.AtuI Mardia, 31/10/2007 Before coming into Nissan Copper Limited he was the proprietor of Jain Metals.

APPRECIATION:

The Board of Directors expresses their deep gratitude for the co-operation and support extended to your Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation.

For and on behalf of the Board Sanjay S. Mardia Chairman Place: Mumbai Date: 28th May 2010

 
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