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Directors Report of Nile Ltd.

Mar 31, 2023

The directors take pleasure in presenting the 39th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2023, together with the Auditors'' Report thereon.

Financial Results:

Your Company''s results for the year, and the comparative figures for the previous year, are given below in a summarized format:

(Rs. in Lakhs)

Particulars

2022-23

2021-22

Net Sales

80633.22

70247.93

Other Income

16.67

15.82

Total Revenue

80649.89

70263.75

Profit before interest and depreciation

3605.59

4005.63

Less: Interest

282.03

401.90

Depreciation

275.40

359.94

Profit before exceptional & extraordinary items and tax

3048.16

3243.79

Profit before Tax

3048.16

3243.79

Profit after Tax

2265.76

2411.36

Add/less: Other Comprehensive Income

7.06

-5.69

Total Comprehensive Income

2272.82

2405.67

Add: Opening balance in Statement of Profit & Loss

15684.13

13308.48

Amount available for appropriation

17956.95

15714.15

Appropriations:

Transfer to General Reserve Dividend on equity shares Dividend Distribution Tax on Interim Dividend

60.04

30.02

Surplus/(Deficit) carried to Balance Sheet

17896.91

15684.13

Note: Previous year’s figures are regrouped and presented wherever necessary.

Dividend:

Your directors declared and paid dividends for the financial year as per the following details:

Dividend

Date of declaration

Amount per share

Paid in

Interim

Dividend

11th November,2022

'' 2/- (20%)

December

2022

Your directors wish to inform you that no further dividends will be paid for the 2022-23 financial year.

Transfer to Reserves:

No amount is proposed to be transferred to reserves of the Company.

Operations:

Operations of the Company''s two divisions for the year under review were as follows:

Lead Division:

This year, the Lead division recorded sales of '' 80,600 lakhs as against '' 70,212 lakhs in the previous year, an increase of 14.80%

Windmills:

The entire wind energy generated at Ramagiri was sold to Andhra Pradesh Southern Power Distribution Company Ltd. The total revenue was '' 33 lakhs against '' 35 lakhs in the previous year.

Total:

The combined turnover of the Company, thus, was '' 80,633 lakhs for the year under review, as against '' 70,247 lakhs for the previous year.

Capital Structure:

There is no change in the capital structure during the year.

Particulars of loans, Guarantees, security and Investments:

The Company gave a loan of '' 2.01 crores @ 7.11% rate of interest to Nile Li-Cycle Private Limited, a wholly owned subsidiary of the Company for project works. Nile Li-Cycle Private Limited repaid the loan to the Company. Corporate Guarantee given to Axis Bank to against the project loan taken by Nile Li-Cycle Private Limited, a wholly owned subsidiary of the Company. No security given by the Company to which provisions of Section 185 and 186 of the Companies Act, 2013 are applicable. The Company has complied with the provisions of section 185 and 186 of the Companies Act 2013 with respect to investments in wholly owned subsidiaries as disclosed in notes to accounts.

SUBSIDIARY COMPANIES:

Nile Li-Cycle Private Limited:

Your Company subscribed to 95,00,000 Equity shares @10 each.

Work on the Lithium ion recycling project is progressing well, albeit at a moderate pace. Your Company continues to focus its efforts on R&D in lab and pilot plant trials for recycling Lithium ion batteries. The results have thus far been encouraging and we look forward to scaling up to successful pilot plant outputs in the coming months.

We expect our commercial scale plant to be operational with preliminary outputs, known as black mass in industry parlance, in the coming year.

Nirmalya Extracts Private Limited:

Your Company subscribed to 3,25,000 Equity shares @ 10 each.

Your Company has decided to put on hold the planned foray into the plant extract and phytochemical space through its wholly owned subsidiary: Nirmalya Extracts Private Limited. This is because of increased competition in the space, lack

of sufficient raw material availability and an expected long gestation period for the project.

A separate statement containing the salient features of the financial statements of the subsidiary companies in Form AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 as amended and is attached in Annexure A.

Corporate Governance:

Your Company has complied with all provisions of Corporate Governance, as required under the SEBI (LODR) Regulations, 2015. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Integrated Management System (IMS):

Management Programs for further improving the productivity and environmental aspects at both the plants have been successfully implemented during the year.

Management Discussion and Analysis Report:

A detailed discussion on the industry structure, as well as on the financial and operational performance, is contained in the ‘Management Discussion and Analysis Report'' enclosed hereto, which forms an integral part of this Report (Refer Annexure-B).

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

There has been a reduction in the power consumption per MT of smelting operations at Tirupathi plant, as a result of the energy conservation measures undertaken.

B. Technology Absorption:

The existing technology in use has been fully absorbed and no new technology adoption measures were initiated during the year.

C. Foreign Exchange earnings and outgo:

Total foreign exchange used and earned; (? in Lakhs)

Particulars

2022-23

2021-22

a) Foreign Exchange earnings on exports

-

b) Foreign Exchange used on account of:

i) Foreign Travel

2.99

-

ii) Professional Charges

0.93

0.56

iii) Subscription charges

7.26

2.96

iv) Others / Delegate Fees

-

-

v) Legal Fee

-

-

vi) CIF value of imports of raw material & others

7636.87

5059.77

vii) Part Advance for Import of Goods

2.46

67.09

viii) Staff Training

0.20

0.81

Directors & Key Managerial Personnel:

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Sandeep Vuyyuru Ramesh will retire by rotation at the ensuing annual general meeting, and, being eligible, offers himself for reappointment.

Sri Sandeep Vuyyuru Ramesh was reappointed as Managing Director of the Company with effect from 12th August, 2023, and his reappointment will be tabled at the Annual General Meeting to be held on 30th September, 2023.

Statutory Auditors:

Statutory Auditors M/s. Gokhale & Co., Chartered Accountants, Hyderabad, having Firm Registration No.000942S, hold office from 37th Annual General meeting held on 30th September, 2021 till the conclusion of the 42nd Annual General Meeting.

The Auditors have confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India, and further confirmed their eligibility for reappointment.

Cost Auditor:

Pursuant to the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules 2014, and based on the recommendations of Audit Committee, Board of Directors at their meeting held on 7th August, 2023 reappointed Sri G Madhavaiah, (Membership No:13220) as Cost Auditor of the Company for the financial year 2023-2024. A resolution seeking ratification of remuneration payable to the Cost Auditor to conduct cost audit for the financial year 2023- 24 has been included in the notice convening 39th AGM of the Company. The necessary consent letter and certificate of eligibility was received from the cost auditor confirming his eligibility to be reappointed as the Cost Auditor of the Company.

Secretarial Auditors:

Pursuant to the provisions of section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendations of the Audit Committee, the Board of Directors at their meeting held on 7th August, 2023 reappointed Sri V. Mohan Rao, Practicing Company Secretary as Secretarial Auditors for the financial year 2023-24. The consent letter and certificate of eligibility were received from Sri V. Mohan Rao, confirming his eligibility for the appointment. The Secretarial Audit Report for the financial year 2022-23 in the prescribed form MR-3 is enclosed to this Report.

Annual Secretarial Compliance Report:

Secretarial Compliance Report for the financial year ended March 31, 2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from Sri V. Mohan Rao, Practicing Company Secretary and submitted to the stock exchange.

Postal Ballot:

During the year under review, no postal ballots were conducted.

Compliance with Secretarial Standards on Board and Annual General Meeting:

During the year under review, the Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.

Number of meetings of the Board:

Details of the same are disclosed in the Corporate Governance Report.

Declaration of Independence:

All the Independent Directors have affirmed their compliance with the criteria for Independence as provided in Section 149(6) of the Companies Act, 2013.

Risk Management Policy:

The Board has adopted, and is implementing, a suitable Risk Management Policy for the Company which identifies therein different elements of risk which may threaten the existence of the Company.

Annual return:

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at NILE-Annual Return 2022-23

Deposits:

No deposits under Chapter V of the Companies Act, 2013 were accepted or renewed during the year.

Composition of Audit Committee and Vigil Mechanism/ Whistle Blower Policy:

Details of the same are disclosed in the Corporate Governance Report.

Information as required under Section 134(3)(e), Section 178(3) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014:

Refer Annexure C

Disclosures pursuant to Section 197(12) and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Refer Annexure D

Annual Report on Corporate Social Responsibility (CSR) activities in accordance with Rule 8 of Companies (CSR Policy) Rules, 2014:

Refer Annexure E

Performance Evaluation:

The Board evaluated the effectiveness of its functioning, and that of the Committees and of individual Directors. The Board sought the feedback of Directors on various parameters such as:

• Degree of fulfillment of key responsibilities

• Clarity on the functional requirements of the Directors on the Board as well as on the Committees

• Co-operation between the Directors

• Quality and dynamics of the relationship between Management and Independent Directors.

The Chairman met each of the Directors individually, and obtained the feedback.

The Directors then discussed these inputs, and also reviewed the performance of the Directors, and the Committees as well as the Board as a whole.

There was consensus that the performances of the Directors, the Committees and the Board were entirely satisfactory. There was also satisfaction regarding the co-operation and co-ordination among the Directors.

The Directors resolved to continue to guide the Company in the path of growth, with a social conscience.

Employees:

A statement showing names and other particulars of the top ten employees and employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the said rules is provided in “Annexure F”. However, as per the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members excluding the aforesaid statement. The statement is available for inspection at the Registered Office of the Company during working hours up to the date of 39th Annual General Meeting.

No employee was in receipt of remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Directors’ Responsibility Statement:

Your Directors, in terms of Section 134(5) of the Companies Act, 2013, state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such 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 and loss of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on Related Party Transactions and manner of dealing with related party

transactions which is available on the Company''s website at the link: http://www.nilelimited.com/policies.html. All related party transactions entered into during FY 2022-23 were on an arm''s length basis and in the ordinary course of business. No material related party transactions were entered into during the financial year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23.

Prevention of Insider Trading:

Pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, the Company has adopted the Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons and their Immediate Relatives along with Code of Fair Disclosures.

Particulars of Significant/Material orders passed, if any:

During the year under review, there were no significant and / or material orders passed by any Regulator/ Court/ Tribunal which could impact the going concern status of the Company and its operations in future

Certificate of Non disqualification of Director’ under Regulation 34(3) of SEBI (LODR) 2015:

The Company has obtained the below certificate from Sri V. Mohan Rao, Practicing Company Secretary, confirming that none of the Directors of the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.

Policy on Sexual Harassment:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2022-23, there were no cases reported under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Industrial Relations:

The industrial relations in the Company continue to be very cordial and stable. Your directors would like to place on record their appreciation of the dedication and commitment of all employees of your Company.

Acknowledgement:

Your directors thank the customers, vendors, investors, as well as HDFC Bank and Kotak Mahindra Bank for their continued support during the year.


Mar 31, 2018

DIRECTORS'' REPORT

To

The Members,

Your Directors take pleasure in presenting the 34th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2018, together with the Auditors'' Report thereon.

Financial Results:

Your Company''s results for the year, and the comparative figures for the previous year, are given below in a summarized format:

(Rs. in Lakhs)

Particulars

2017-18

2016-17

Net Sales

63,312.01

57,935.98

Other Income

110.60

93.81

Total Revenue

63,422.61

58,029.79

Profit before interest and depreciation

4,677.32

5,314.52

Less: Interest

740.71

945.55

Depreciation

387.94

341 .90

Profit before exceptional & extraordinary items and tax

3,548.67

4,027.07

Profit before Tax

3,548.67

4,027.07

Profit after Tax

2,304.72

2,632.36

Less: Other Comprehensive Income

19.25

9.09

Total Comprehensive Income

2,285.47

2,623.27

Add: Opening balance in Statement of Profit & Loss

7,757.61

5,242.73

Amount available for appropriation

10,043.09

7,866.00

Appropriations:

Transfer to General Reserve

-

-

Interim Dividend on equity shares

150.10

90.06

Dividend Distribution Tax on Interim Dividend

30.56

18.33

Surplus/(Deficit) carried to Balance Sheet

9,862.44

7,757.61

Note: Previous year''s figures are regrouped and presented wherever necessary.

Dividend:

Your Directors declared and paid interim dividends for the financial year 2017-18, as per the following details:

Dividend

Date of declaration

Amount per share

Paid in

Interim Dividend

11th November, 2017

Rs 3/-

November, 2017

2nd Interim Dividend

10th February, 2018

Rs 2/-

February / March 2018

The Directors do not recommend any final dividend. Operations:

Operations of the Company''s two divisions for the year under review were as follows:

Lead Division:

This year, the Lead division recorded sales of Rs 63,263 lakhs as against Rs 57,883 lakhs in the previous year, an increase of 9.29%. However, an increase in raw material prices, coupled with a drop in international Lead prices, resulted in lower profit.

Windmills:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Southern Power Distribution Company Ltd. The total revenue was Rs 49 lakhs against Rs 53 lakhs in the previous year.

Total:

The combined turnover of the Company, thus, was Rs 63,312 lakhs for the year under review, as against Rs 57,936 lakhs for the previous year.

Corporate Governance:

Your Company has complied with all provisions of Corporate Governance, as required underthe SEBI (LODR) Regulations, 2015. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Quality System:

Your Company''s certificates for Quality Systems under ISO 9001 for the Lead Division continue to be valid.

Management Discussion and Analysis Report:

A detailed discussion on the industry structure, as well as on the financial and operational performance, is contained in the ''Management Discussion and Analysis Report'' enclosed hereto, and which forms an integral part of this Report (Refer Annexure-A).

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies(Accounts) Rules, 2014:

A. Conservation of Energy:

As a result of the energy conservation measures undertaken, your company was able to reduce the contracted electrical demand at the Choutuppal facility by 25 %.

B. Technology Absorption:

No new technology has been obtained during the year, and the existing technology in use has been fully absorbed.

C. Foreign Exchange earnings and outgo:

Total foreign exchange used and earned:

(Rs. in Lakhs)

Particulars

2017-18

2016-17

a) Foreign Exchange earnings on exports

227.09

0.00

b) Foreign Exchange used on account of:

i) Foreign Travel

4.41

3.22

ii) Professional Charges

8.97

1.36

iii) Subscription charges

4.07

3.65

iv) Others / Delegate Fees

4.16

0.09

v) CIF value of imports of raw material & others

16,297.43

17,736.59

vi) Dividend for 2017-18 / 2016-17

3.00

1.80

Directors:

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Sri Vuyyuru Ramesh will retire by rotation at the ensuing annual general meeting and, being eligible, offers himself for reappointment.

Sri Yeswanth Nama Venkateswwaralu was co-opted as an additional director (independent director category) of the company with effect from 1st March, 2018. An application to appoint him as a Director (independent director category) was received by the Company.

Statutory Auditors:

M/s. Gokhale & Co., Chartered Accountants, Hyderabad, were appointed as Statutory Auditors of the Company at the 32nd Annual General Meeting held on 30th September, 2016 to hold office till the conclusion of the 37th Annual General Meeting.

Number of meetings of the Board:

Details of the same are disclosed in the Corporate Governance Report.

Declaration of Independence:

All the Independent Directors have affirmed their compliance with the criteria for Independence as provided in Section 149(6) of the Companies Act, 2013.

Risk Management Policy:

The Board has adopted, and is implementing, a suitable Risk Management Policy for the company which identifies therein different elements of risk which may threaten the existence of the company.

Particulars of investments under Section 186 of the Companies Act, 2013:

Your company completely wrote off its investment in GLW Limited, and submitted the necessary documents to the Reserve Bank of India.

Deposits:

No deposits under Chapter V of the Companies Act, 2013 were accepted or renewed during the year.

Composition of Audit Committee and Vigil Mechanism/ Whistle Blower Policy:

Details of the same are disclosed in the Corporate Governance Report.

Information as required under Section 134(3)(e), Section 178(3) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014:

Refer Annexure B

Disclosures pursuant to Section 197(12) and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Refer Annexure C

Annual Report on Corporate Social Responsibility (CSR) activities in accordance with Rule 8 of Companies (CSR Policy) Rules, 2014:

Refer Annexure D

Extract of Annual Return (Form MGT-9) [Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014]:

Refer Annexure E Evaluation:

The Board evaluated the effectiveness of its functioning, and that of the Committees and of individual Directors. The Board sought the feedback of Directors on various parameters such as:

Degree of fulfillment of key responsibilities

Clarity on the functional requirements of the Directors on the Board as well as on the Committees Co-operation between the Directors Quality and dynamics of the relationship between Management and Independent Directors.

The Chairman met each of the Directors individually, and obtained the feedback.

The Directors then discussed these inputs, and also reviewed the performance of the Directors, and the Committees as well as the Board as a whole.

There was consensus that the performances of the Directors, the Committees and the Board were entirely satisfactory. There was also satisfaction regarding the co-operation and co-ordination among the Directors.

The Directors resolved to continue to guide the Company in the path of growth, with a social conscience.

Directors'' Responsibility Statement:

Your Directors, in terms of Section 134(5) of the Companies Act, 2013, state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such 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 and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Industrial Relations:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record their appreciation of the dedication and commitment of all employees of your Company.

Acknowledgement:

Your Directors thank the customers, vendors, investors, as well as HDFC Bank and Kotak Mahindra Bank for their continued support during the year.

For and on behalf of the Board

Sd/-

V. Ramesh

Place

: Hyderabad

Chairman and Managing Director

Date

: 14-05-2018

DIN: 00296642

ANNEXURE TO DIRECTORS'' REPORT

ANNEXURE-A

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report sets out developments in the business environment and the Company''s performance since the last report. The analysis supplements the Directors'' report, which forms part of this annual report.

Industry Structure and Development:

Lead and Wind Energy are the two divisions of the Company.

Pure Lead and Lead alloys are supplied to manufacturers of Lead acid batteries.

Wind energy generated is sold to Andhra Pradesh Southern Power Distribution Company Limited.

The table below shows the operational performance of the company during the financial year 2017-18, which shows a significant increase in turnover. There was, however, a drop in the profit due to the downturn in Lead prices towards the end of the financial year.

Results of our operations for the year ended 31st March (Rs. In lakhs)

Particulars

2018

%

2017

%

Net Sales

63,312.01

100.00

57,935.98

100.00

Cost of Goods sold

57,550.13

90.90

51 ,638.84

89.13

Gross Profit

5,761.88

9.10

6,297.14

10.87

Selling and Marketing expenses

420.50

0.66

451 .07

0.78

General and administration expenses

1,515.37

2.39

1 ,570.91

2.71

Operating profit before Depreciation

3,826.01

6.04

4,275.16

7.38

Depreciation and Amortization

387.94

0.61

341.90

0.59

Operating Profit

3,438.07

5.43

3,933.26

6.79

Other income

110.60

0.17

93.81

0.16

Profit before Tax

3,548.67

5.61

4,027.07

6.95

Tax expenses

1 ,243.95

1.96

1 ,394.71

2.41

Profit after Tax

2,304.72

3.64

2,632.36

4.54

Other Comprehensive Income

19.24

0.03

9.09

0.02

Total Comprehensive Income

2,285.48

3.61

2,623.27

4.52

Note: Previous year''s figures are regrouped and presented wherever necessary.

There have been no significant developments on the employment and manpower front. Relevant manpower data is provided elsewhere in the document.

Banking arrangements:

Your company''s new multiple banking arrangement with Kotak Mahindra Bank Limited and HDFC Bank Limited is working satisfactorily, and has resulted in a reduction in finance costs.

Outlook:

The company''s good performance continued during the current year also. The softening of the international Lead prices in the latter part of the year impacted the profits. Profitability in the 2018-2019 financial year is expected to be more subdued in view of softening Lead prices, and increasing costs of transport, fuel, and manpower.

The demand for the company''s products is quite robust. The combined finished goods capacity of the two recycling plants, at 82,000 tons per year, will enable your company to comfortably meet this demand.

The windfarm is now in its 23rd year of operation, and the equipment will require more frequent and expensive repairs. With the steep drop in the wind power tariff, and the increasing likelihood of major breakdowns to the windmills, the windfarm is not expected to make a significant contribution to your company''s bottom line.

Your company''s investment in GLW Limited has been completely written off, and the necessary documents were submitted to the Authorized Dealer, as well as Reserve Bank of India.

The power situation in both Andhra Pradesh and Telangana continues to be comfortable, even during the summer months.

Opportunities and Threats:

There is no slackening of the demand for your company''s Lead and Lead alloys, even though the margins are under pressure.

Your company is actively looking for diversification opportunities.

Internal Control Systems and their Adequacy:

Your Company has an established system of internal controls for ensuring optimal utilization of various resources. Investment decisions involving capital expenditure are taken up only after due appraisal and review, and adequate policies have been laid down for approval and control of expenditure. Internal audit is carried out by a firm of Chartered Accountants to ensure adequacy of the internal control systems. The internal audit report is reviewed by the Audit Committee to ensure that all policies and procedures are adhered to, and all statutory obligations are complied with.

For and on behalf of the Board

Sd/-

V. Ramesh

Chairman and

Place

: Hyderabad

Managing Director

Date

: 14-05-2018

DIN: 00296642

ANNEXURE-B

Information as required under Section 134(3)(e), Section 178(3) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014 Criteria for determining qualifications for appointment of Directors (including independent Directors):

• Persons of eminence, standing and knowledge with significant achievements in business, professions and/ or public service.

• Their financial or business literacy/skills.

• Appropriate other qualification/experience to meet the objectives of the Company, including the diversity they bring to the board.

• As per the applicable provisions of the Companies Act, 2013, Rules made there-under and the SEBI (LODR) Regulations, 2015.

The Nomination and Remuneration Committee shall have discretion to consider and fix any other criteria or norms for selection of the most suitable candidate/s.

Criteria for determining positive attributes of Directors (including independent Directors):

i. Directors are to demonstrate integrity, credibility, trustworthiness, ability to handle conflict constructively, and the willingness to address issues proactively.

ii. Actively update their knowledge and skills with the latest developments in the market conditions and applicable legal provisions.

iii. Willingness to devote sufficient time and attention to the company''s business and discharge their responsibilities.

iv. To assist in bringing independent judgment to bear on the Board''s deliberations especially on issues of strategy, performance, risk management, resources, key appointments and standards of conduct.

v. Ability to develop a good working relationship with other Board members and contribute to the Board''s working relationship with the senior management of the Company.

vi. To act within their authority, assist in protecting the legitimate interests of the Company, its shareholders and employees.

Criteria for determining Independence of Directors:

Independent Directors to meet the criteria of Independence as prescribed by the Companies Act, 2013 read with the Rules made there-under and the SEBI (LODR) Regulations, 2015, as amended from time to time.

Criteria for evaluation of performance of Directors (including Independent Directors):

i. Attendance and contribution at Board and Committee meetings.

ii. Open channels of communication with executive management and other colleagues on the Board to maintain high standards of integrity and probity.

iii. Recognize the role which he/she is expected to play to make decisions objectively and collectively in the best interest of the Company to achieve organizational successes and harmonizing the Board.

iv. His/her ability to monitorthe performance of management and satisfy himself/herself with integrity of the financial controls and systems in place by ensuring right level of contact with external stakeholders.

v. His/her contribution of enhance overall brand image of the Company.

Criteria for evaluation of performance of Board:

The process of evaluating the performance of the Board as a whole is the responsibility of the Independent Directors. The evaluation of Board performance involves review and discussion of Board effectiveness, including looking at:

i. Appropriate composition of the board with the right mix of knowledge and skills;

ii. Members of the Board meet all applicable independence requirements;

ill. Sufficient number of Board meetings, of appropriate length, being held to enable proper consideration of issues;

iv. Attention to strategy and oversight of business performance;

v. Company''s systems of control are effective for identifying material risks and reporting material violations of policies and law and the Board is provided with sufficient information about material risks and problems that affects the Company''s business and prospects;

vi. Encouragement of open communication, meaningful participation, and timely resolution of issues at the Board meetings;

vii. Board culture and relationships with management; viii. Effectiveness of the Chairman; ix. Monitoring and supervision;

x. Management of agendas, papers, meetings and minutes;

Criteria for evaluation of performance of Board Committees:

The process of evaluating the performance of the Board Committees as a whole is the responsibility of all the Directors excluding members of the relevant committee being evaluated. The performance evaluation shall be based on the following criteria:

» Performance against Committee''s terms of reference; » Performance of Chair;

* Management of agendas, papers, meetings and minutes;

» Communication with and reporting to Board;

* Relationship with management; and

* Relationship with relevant stakeholders;

Remuneration Policy: The same is disclosed in the Corporate Governance Report.

For and on behalf of the Board

Sd/-

V. Ramesh

Place

: Hyderabad

Chairman and Managing Director

Date

: 14-05-2018

DIN: 00296642

ANNEXURE-C

Disclosures pursuant to Section 197(12) and Rule 5 of the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014

i. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year:

Name of the Director

Ratio of the remuneration to the median remuneration of the employees* including whole time directors

Ratio of the remuneration to the median remuneration of the employees* excluding whole time directors

Vuyyuru Ramesh, Chairman and Managing Director

52.64

52.96

Sandeep Vuyyuru Ramesh, Executive Director

51.79

52.11

Vuyyuru Rajeswari, Director

Not Applicable

Not Applicable

S.VNarasimha Rao, Independent Director

Not Applicable

Not Applicable

V Ashok, Independent Director

Not Applicable

Not Applicable

Satish Malladi, Independent Director

Not Applicable

Not Applicable

Sridar Swamy, Independent Director

Not Applicable

Not Applicable

Suketu Shah, Independent Director

Not Applicable

Not Applicable

Yeswanth Nama Venkateswwaralu, Independent Director

Not Applicable

Not Applicable

ii. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary, in the financial year:

Name of the Directors and Key Managerial Personnel

Percentage increase in remuneration in the financial year

Vuyyuru Ramesh, Chairman and Managing Director

27.29

Sandeep Vuyyuru Ramesh, Executive Director

22.75

Vuyyuru Rajeswari, Director

Not Applicable

S.VNarasimha Rao, Independent Director

Not Applicable

V Ashok, Independent Director

Not Applicable

Satish Malladi, Independent Director

Not Applicable

Sridar Swamy, Independent Director

Not Applicable

Suketu Shah, Independent Director

Not Applicable

Yeswanth Nama Venkateswwaralu, Independent Director

Not Applicable

Bikram Keshari Prusty, Company Secretary

7.48

B. Seshagiri Rao, Chief Financial Officer

8.76

iii. The percentage increase in the median remuneration of employees* in the financial year: 10.77% iv. The number of permanent employees on the rolls of company: 110 (as on 31st March, 2018).

v. 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.

(Rs. In lakhs)

Particulars

Average Remuneration in 2016-17

Average Remuneration in 2017-18

Average Increase in Remuneration

% of Increase in Remuneration

Employees* other than Managerial personnel

3.33

3.79

0.46

13.75

Managerial Personnel

132.09

165.10

33.01

24.99

The increase in remuneration of the managerial personnel is due to their share in the profits of your company. * Data pertains to employees who were employed throughout the year. vi. Affirmation that the remuneration is as per the remuneration policy of the company:

It is affirmed that the remuneration paid is as per the remuneration policy of the company.

vii. Top ten employees (excluding Executive Directors in terms of remuneration drawn as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Name

Bikram Keshari Prusty

M. Vamsi Mohan

V. Sathya Prasad

B. Seshagiri Rao

K.H.K. Srinivas

Designation

Company Secretary

GM-Purchase

GM-Projects

GM-Finance

Plant Manager

Remuneration (Rs. in Lakhs)

14.29

12.24

11.81

10.96

10.67

Nature of Employment

Permanent

Permanent

Permanent

Permanent

Permanent

Qualification

PCS, M.Com, Lib.

B.Com.

BE/MBA

B.Com.

B.Sc.

Experience

12 Years

29 Years

29 Years

34 Years

26 Years

Date of Joining

01 .09.2008

15.03.1989

16.04.2012

12.06.1987

22.08.1994

Age

44

56

60

57

49

Name

Bikram Keshari Prusty

M. Vamsi Mohan

V. Sathya Prasad

B. Seshagiri Rao

K.H.K. Srinivas

Last Employment

Ocean Park Multitech Ltd., Company Secretary

-

Jaya LPG Limited

Jyothsana Chits

Sri Ram Computers

Shareholding in the Company (Nos.)

10

9

5

7

10

Whether a relative of a Director

No

No

No

No

No

Name

T. Hemanth Kumar

Y. Kaliprasad

S. Mahesh Babu

R. Devender Rao

R. Srinivasa Rao

Designation

Senior Manager

Chief Operating Officer

Manager-Production

Plant Manager

Senior Officer-Accounts

Remuneration (Rs. in Lakhs)

9.64

9.46

8.59

8.40

6.77

Nature of Employment

Permanent

Permanent

Permanent

Permanent

Permanent

Qualification

M.Com.

B.Tech.

D.Met.Engg.

B.Tech.

M.Com.

Experience

34 Years

31 Years

24 Years

24 Years

22 Years

Date of Joining

18.03.1987

26.10.2017

19.08.1998

15.09.2008

01.12.2014

Age

55

53

46

46

44

Last Employment

Nava Bharat Felloro Alloys Ltd

De Dietrich Process Systems India Pvt. Ltd

Agravamshi Aluminium Ltd

Nava Bharat Felloro Alloys Ltd

Sulakshana Circuits

Shareholding in the Company (Nos.)

5

400

5

-

-

Whether a relative of a Director

No

No

No

No

No

viii. No employee was in receipt of remuneration more than the limit prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

For and on behalf of the Board

Sd/-

V. Ramesh

Place

: Hyderabad

Chairman and Managing Director

Date

: 14-05-2018

DIN: 00296642

ANNEXURE-D

Annual Report on Corporate Social Responsibility (CSR) activities in accordance with Rule 8 of the Companies (CSR Policy) Rules, 2014

CSR policy of the company: CSR Vision:

The company''s CSR efforts are directed towards achieving one or more of the following - enhancing environmental and natural capital; supporting rural development; promoting education; providing preventive healthcare, providing sanitation and drinking water; creating livelihoods for people, especially those from disadvantaged sections of society, in rural India;

CSR Projects, Programs and Activities:

In accordance with this policy and, activities specified under the Companies Act, 2013 and any amendments thereof, the CSR activities of the company will have the following thrust areas:

(i) Eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available safe drinking water;

(ii) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly, and the differently-abled and livelihood enhancement projects;

(iii) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes, day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

(iv) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;

(v) Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

(vi) Measures for the benefit of armed forces veterans, war widows and their dependents;

(vii) Training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;

(viii) Contribution to the Prime Minister''s National Relief Fund or any other fund set up by the Central Government for socio economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

(ix) Contributions or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

(x) Rural development projects; (xi) Slum area development;

(xii) Any other activities capturing the essence of the above mentioned areas.

The CSR policy can also be accessed at the website of the Company at "www.nile limited.com".

Constitution of the CSR Committee:

The company has constituted a CSR committee of four directors.

Sri Satish Malladi, Independent Director is the Chairman of the committee, with Sri V. Ramesh, Sri Sandeep Vuyyuru Ramesh and Smt. V. Rajeswari as the other members of the committee.

Net profit of the company for the preceding 3 years:

Financial Year

Net Profit (Rs. in lakhs)

2016-17

4,287.86

2015-16

1 ,244.33

2014-15

1 ,342.39

Total

6,874.58

Average

2,291.53

Prescribed CSR Expenditure (2% of above Average Net Profits) - Rs 45.83 lakhs

Details of CSR spent during the financial year 2017-18:

• Total amount to be spent during the financial year: Rs.45.83 lakhs

• Amount unspent, if any: Rs.40.93 lakhs

• Manner in which the amount was spent during the financial year is detailed below:

(Amount in Rs.)

S. No

Sector in which the project is covered

Projects or programs (1) Local area or Other (2) Specify the State and district where projects or programs were undertaken

Amount spent on the projects or program subheads: (1) Direct expenditure on projects or programs (2) Overheads

Cumulative expenditure upto the reporting period

Amount spent direct or through implementing agency

1

Promoting education

Local area Telangana (Dist.: Yadadri)

Direct - 1 ,52,000

1 ,52,000

Direct

2

Promoting preventive health care, sanitation and safe drinking water

Local area Andhra Pradesh (Dist.: Chittoor)

Direct- 3,37,975

3,37,975

Direct

TOTAL

4,89,975

In addition to the above expenditure, your company spent Rs.27.30 lakhs on activities which can be classified as being of CSR nature.

Reasons for not spending the prescribed CSR expenditure:

Your company is actively looking for suitable projects for implementation of CSR activities. CSR Responsibility Statement:

The CSR Committee of the Board hereby confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the company.

Sd/-

Sd/-

Place

: Hyderabad

V. Ramesh

Satish Malladi

Date

: 14-05-2018

Chairman and Managing Director

Chairman- CSR Committee:

DIN: 00296642

DIN: 00346720

ANNEXURE-E

FORM MGT-9 Extract of Annual Return

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014]:

1. Registration and other details:

i. CIN

- L27029AP1984PLC004719

ii. Registration Date

- 18th May, 1984

ill. Name of the Company

- Nile Limited

iv. Category / Sub-Category of the Company

- Company limited by shares/Indian Non-Government Company

v. Address of the Registered office

- Plot No.38 & 40, APIIC Industrial Park, Gajulamandyam Village, Renigunta Mandal, Tirupati, Chittoor District, Andhra Pradesh-517520

vi. Contact Details:

- Phone: (40) 23606641 Fax:(40) 23606640 Email:[email protected] Web:www. nilelimited.com

vii. Whether listed company

- Yes

viii. Name, Address and Contact details of Registrar and Transfer Agent

- M/s. XL Softech Systems Ltd. #3, Sagar Society, Road No. 2, Banjara Hills, Hyderabad -500034 Phones: (40) 23545913/14/15 Fax: (40)23553214

II. Principal business activities of the company:

Business activities contributing 10 % or more of the total turnover of the company:-

s.

No.

Name and description of main product

NIC Code of the Product

% to total turnover of the company

1

Lead and Lead Alloys

27209 (Based on NIC 2004)

99.92

III. Particulars of Holding, Subsidiary and Associate Companies - None

IV. Share holding pattern (Equity Share Capital Breakup as percentage of Total Equity) Category-wise Shareholding:

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

A. Promoters

(1) Indian

a) Individual/ HUF

15,13,891

0

15,13,891

50.43

14,98,172

0

14,98,172

49.91

(1 .04)

b) Central Govt

0

0

0

0.00

0

0

0

0.00

0.00

c) State Govt(s)

0

0

0

0.00

0

0

0

0.00

0.00

d) Bodies Corporate

0

0

0

0.00

0

0

0

0.00

0.00

e) Banks/ FIs

0

0

0

0.00

0

0

0

0.00

0.00

f) Any Other (Family Trust)

0

0

0

0.00

15,719

0

15,719

0.52

100.00

Sub-total (A)(1):-

15,13,891

0

15,13,891

50.43

15,13,891

0

15,13,891

50.43

0.00

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

(2) Foreign

a) Individual/ HUF

0

0

0

0.00

0

0

0

0.00

0.00

b) Central Govt

0

0

0

0.00

0

0

0

0.00

0.00

c) State Govt(s)

0

0

0

0.00

0

0

0

0.00

0.00

d) Bodies Corporate

0

0

0

0.00

0

0

0

0.00

0.00

e) Banks/ FIs

0

0

0

0.00

0

0

0

0.00

0.00

f) Any Other

0

0

0

0.00

0

0

0

0.00

0.00

Sub-total (A)(2):-

0

0

0

0.00

0

0

0

0.00

0.00

Total shareholding of Promoter (A) = (A)(1) (A)(2)

15,13,891

0

15,13,891

50.43

15,13,891

0

15,13,891

50.43

0.00

B. Public Shareholding

1. Institutions

a) Mutual Funds

0

0

0

0.00

0

0

0

0.00

0.00

b) Banks/ FIs

0

1,100

1,100

0.04

0

0

0

0.00

(100.00)

c) Central Govt

0

0

0

0.00

0

0

0

0.00

0.00

d) State Govt(s)

0

0

0

0.00

0

0

0

0.00

0.00

e) Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

f) Insurance Companies

0

0

0

0.00

0

0

0

0.00

0.00

g) Flls

0

0

0

0.00

0

0

0

0.00

0.00

h) Foreign Venture Capital Funds

0

0

0

0.00

0

0

0

0.00

0.00

i) Others (specify)

0

0

0

0.00

0

0

0

0.00

0.00

Sub-total (B)(1):-

0

1,100

1,100

0.04

0

0

0

0.00

(100.00)

2. Non-Institutions

a) Bodies Corporate

i) Indian

98,441

0

98,441

3.28

53,265

0

53,265

1.77

(45.89)

ii) Overseas

0

0

0

0.00

0

0

0

0.00

0.00

b) Individuals

i) Individual shareholders holding nominal share capital upto Rs.2 lakhs

8,45,293

1,23,123

9,68,416

32.26

9,66,364

1 ,06,343

10,72,707

35.73

10.77

ii) Individual shareholders holding nominal share capital in excess of Rs.2 lakhs*

3,12,406

60,000

3,72,406

12.40

2,33,515

60,000

2,93,515

9.78

(21.18)

c) Others

NRIs*

37,859

6,600

44,459

1.48

52,704

4,000

56,704

1.90

27.54

Clearing members

3,187

0

3,187

0.11

11,818

0

11,818

0.39

270.82

Sub-total (B)(2):-

12,97,186

1,89,723

14,86,909

49.53

13,17,666

1,70,343

14,88,009

49.57

0.07

Total Public Shareholding (B)=(B)(1) (B)(2)

12,97,186

1,90,823

14,88,009

49.57

13,17,666

1,70,343

14,88,009

49.57

0.00

C. Shares held by Custodian for GDRs & ADRs

0

0

0

0.00

0

0

0

0.00

0.00

Grand Total (A B C)

28,11,077

1,90,823

30,01,900

100.00

28,31,557

1,70,343

30,01,900

100.00

0.00

Including shareholding of one NRI Shareholder holding 60,000 shares of value more than Rs.2 lakhs. Excluding shareholding of one NRI Shareholder holding 60,000 shares of value more than Rs.2 lakhs.

(ii) Shareholding of Promoters:

s.

No.

Shareholder''s Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% Change during the year

No. of Shares

% of total Shares of the company

% of Shares Pledged /encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged / encumbered to total shares

1

V. Rajeswari

8,01 ,836

26.71

-

8,01 ,836

26.71

-

0.00

2

Sandeep Vuyyuru Ramesh

4,06,928

13.56

-

4,06,928

13.56

-

0.00

3

V. Ramesh

2,89,208

9.64

-

2,89,208

9.64

-

0.00

4

V. Shilpa

15,719

0.52

-

-

-

-

(100.00)

5

Kode Swetha

200

0.00

-

200

0.00

-

0.00

6

V. Shilpa Family Trust

-

-

-

15,719

0.52

-

100.00

Total

15,13,891

50.43

-

15,13,891

50.43

-

0.00

(iii) Change in Promoters'' Shareholding:

S.

No.

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

At the beginning of the year

15,13,891

50.43

15,13,891

50.43

Changes during the year

NIL

At the end of the year

15,13,891

50.43

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs), as on 31st March, 2018:

S.

No.

For each of the Top 10 Shareholders

Shareholding

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

1

Mohan Reddy K

At the beginning of the year

60,000

2.00

60,000

2.00

Changes during the year

Nil

At the end of the year

60,000

2.00

2

Sunitha Vemulapalli

At the beginning of the year

59,500

1.98

59,500

1.98

Changes during the year

N

Nil

At the end of the year

59,500

1.98

3

Arvind Maganlal Patel

At the beginning of the year

54,501

1.82

54,501

1.82

Changes during the year

N

Nil

At the end of the year

54,501

1.82

4

V Sarojini

At the beginning of the year

42,000

1.40

42,000

1.40

Changes during the year

Nil

At the end of the year

42,000

1.40

5

Jyothsana Akkineni

At the beginning of the year

36,900

1.23

36,900

1.23

Changes during the year

Nil

At the end of the year

36,900

1.23

6

Virendra Pal Singh

At the beginning of the year

0

0.00

0

0.00

Changes during the year

Date

Reason

02.06.2017

Acquisition

2,100

0.07

2,100

0.07

09.06.2017

Acquisition

2,500

0.08

4,600

0.15

16.06.2017

Acquisition

2,150

0.07

6,750

0.22

23.06.2017

Acquisition

950

0.03

7,700

0.26

30.06.2017

Acquisition

1,800

0.06

9,500

0.32

07.07.2017

Acquisition

2,250

0.07

11,750

0.39

14.07.2017

Acquisition

3,410

0.11

15,160

0.51

28.07.2017

Acquisition

1,340

0.04

16,500

0.55

25.08.2017

Acquisition

100

0.00

16,600

0.55

15.09.2017

Acquisition

1,150

0.04

17,750

0.59

29.09.2017

Acquisition

1,150

0.04

18,900

0.63

13.10.2017

Disposal

-900

-0.03

18,000

0.60

01.12.2017

Acquisition

250

0.01

18,250

0.61

16.03.2018

Acquisition

2,165

0.07

20,415

0.68

23.03.2018

Acquisition

85

0.00

20,500

0.68

At the end of the year

20,500

0.68

7

Akanksha Chugh

At the beginning of the year

19,031

0.63

19,031

0.63

Changes during the year

Date

Reason

30.06.2017

Acquisition

1,058

0.04

20,089

0.67

28.07.2017

Disposal

-14,000

-0.47

6,089

0.20

25.08.2017

Acquisition

25

0.00

6,114

0.20

26.01.2018

Acquisition

14,000

0.47

20,114

0.67

At the end of the year

20,114

0.67

8

Investor Education and Protection Fund Authority

At the beginning of the year Changes during the year

0

0.00

0

0.00

Date

Reason

31.10.2017

Transfer of Shares as per the IEPF(Ac-counting, Audit, Transfer and Refund) Rules, 2016

16,781

0.56

16,781

0.56

At the end of the year

16,781

0.56

9

Vishesh Kumar Chugh

At the beginning of the year

15,039

0.50

15,039

0.50

Changes during the year

Date

Reason

19.05.2017

Acquisition

500

0.02

15,539

0.52

30.06.2017

Acquisition

310

0.01

15,849

0.53

28.07.2017

Disposal

-14,000

-0.47

1,849

0.06

06.10.2017

Acquisition

264

0.01

2,113

0.07

26.01.2018

Acquisition

14,000

0.47

16,113

0.54

02.02.2018

Acquisition

100

0.00

16,213

0.54

At the end of the year

16,213

0.54

10

Ramadevi Pemmasani

At the beginning of the year

15,000

0.50

15,000

0.50

Changes during the year

Nil

At the end of the year

15,000

0.50

Note: Date of acquisition and disposal as per the Friday benpos downloaded. (v) Shareholding of Directors and Key Managerial Personnel:

S.

No.

Cumulative Shareholding Shareholding . . during the year

For each of the Directors and KMP % of total % of total No. of shares shares of the No. of shares shares of the company company

1

Sri Vuyyuru Ramesh (Chairman and Managing Director)

At the beginning of the year 2,89,208 9.63 2,89,208 9.63

Changes during the year Nil

At the end of the year 2,89,208 9.63

s.

No.

For each of the Directors and KMP

Sharesholding

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

2

Sri Sandeep Vuyyuru Ramesh (Executive Director)

At the beginning of the year

4,06,928

13.56

4,06,928

13.56

Changes during the year

Nil

At the end of the year

4,06,928

13.56

3

Smt. Vuyyuru Rajeswari (Director)

At the beginning of the year

8,01,836

26.71

8,01,836

26.71

Changes during the year

Nil

At the end of the year

8,01,836

26.71

4

Sri S.V. Narasimha Rao (Director)

At the beginning of the year

Nil

Changes during the year

Nil

At the end of the year

Nil

5

Sri Satish Malladi (Director)

At the beginning of the year

Nil

Changes during the year

Nil

At the end of the year

Nil

6

Sri V. Ashok (Director)

At the beginning of the year

Nil

Changes during the year

Nil

At the end of the year

Nil

7

Sri Sridar Swamy (Director)

At the beginning of the year

Nil

Changes during the year

Nil

At the end of the year

Nil

8

Sri Suketu Harish Shah (Director)

At the beginning of the year

Nil

Changes during the year

Nil

At the end of the year

Nil

9

Sri Yeswanth Nama Venkateswwaralu (Director)

At the beginning of the year

Nil

Changes during the year

Nil

At the end of the year

Nil

10

Sri Bikram Keshari Prusty (Company Secretary)

At the beginning of the year

10

0.00

10

0.00

Changes during the year

Nil

At the end of the year

10

0.00

11

Sri B. Seshagiri Rao (Chief Financial Officer)

At the beginning of the year

11

0.00

11

0.00

s.

No.

For each of the Directors and KMP

Shareholding

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

Changes during the year (on 05.08.2017: Sale of Shares)

-4

-0.00

7

0.00

At the end of the year

7

0.00

V. Indebtedness: Indebtedness of the Company including interest outstanding / accrued but not due for payment: (Rs. in lakhs)

Particulars

Secured Loans excluding deposits

Unsecured Loans- Sales Tax Deferment

Unsecured Loans-from Related Parties

Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount

1,052.17

377.43

900.00

2,329.60

ii) Interest due but not paid

0.00

0.00

21.29

21.29

iii) Interest accrued but not due

0.00

0.00

0.00

0.00

Total (i ii iii)

1,052.17

377.43

921.29

2,350.89

Change in Indebtedness during the financial year

''Addition

0.00

0.00

350.00

350.00

* Reduction

47.05

108.17

775.00

930.22

Net Change

(47.05)

(108.17)

(425.00)

(580.22)

Indebtedness at the end of the financial year

i) Principal Amount

1,005.12

269.27

475.00

1,749.39

ii) Interest due but not paid

0.00

0.00

12.65

12.65

iii) Interest accrued but not due

0.00

0.00

0.00

0.00

Total (i ii iii)

1,005.12

269.27

487.65

1,762.04

VI. Remuneration of Directors and Key Managerial Personnel: A. Remuneration to Chairman and Managing Director, and Whole-time Director: (Rs. in lakhs)

S.

No.

Particulars of Remuneration

Name of MD/WTD

Total Amount

Sri Vuyyuru Ramesh, CMD

Sri Sandeep Vuyyuru Ramesh, ED

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

65.13

65.13

130.26

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961

8.82

6.16

14.98

(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961

-

-

-

2

Stock Option

-

-

-

3

Sweat Equity

-

-

-

4

Commission - as % of profit - Others

92.48

92.48

184.96

5

Others, please specify

-

-

-

Total (A)

166.43

163.77

330.20

Ceiling as per the Act (5% on Net Profit)

175.81

175.81

351.62

B. Remuneration to other Directors: (Rs. in lakhs)

Fee for attending Board / Name Committee Meetings

Commission

Others

Total

(1) Independent Directors:

-

-

Sri S.V. Narasimha Rao 0.650

-

-

0.650

Sri Satish Malladi 0.675

-

-

0.675

Sri V. Ashok 0.675

-

-

0.675

Sri Sridar Swamy 0.600

-

-

0.600

Sri Suketu Shah 0.250

-

-

0.250

Sri Yeswanth Nama Venkateswwaralu NA

NA

NA

NA

Total (1) 2.850

-

-

2.850

(2) Other Non Executive Directors:

Smt. V. Rajeswari 0.350

-

-

0.350

Total (2) 0.350

-

-

0.350

TOTAL (B) 3.200

-

-

3.200

Ceiling as per the Act NA (1% on Net Profit) (Since only sitting fees is being paid)

C. Remuneration of Key Managerial Personnel other than MD/WTD:

(Rs. in lakhs)

S. No.

Particulars of Remuneration

Company Secretary

CFO

Total Amount

1

Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

12.43

9.56

21.99

(b) Value of perquisites u/s 17(2) of the Income-tax Act, 1961

1.86

1.40

3.26

(c) Profits in lieu of salary under section 17(3) of the Income-tax Act, 1961

-

-

-

2

Stock Option

-

-

-

3

Sweat Equity

-

-

-

4

Commission - as % of profit -Others

-

-

-

5

Others, please specify

-

-

-

Total (C)

14.29

10.96

25.25

VII. Penalties/ Punishment/ Compounding of Offences:

Type

Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD / NCLT/ COURT]

Appeal made, if any (give Details)

Penalty

None

Punishment

None

Compounding

None

Other Officers in default

Penalty

None

Punishment

None

Compounding

None

For and on behalf of the Board

Sd/-

V. Ramesh

Place : Hyderabad

Chairman and Managing Director

Date: 14-05-2018

DIN: 00296642


Mar 31, 2016

DIRECTORS'' REPORT

To

The Members,

The Directors take pleasure in presenting the 32nd Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2016, together with the Auditors'' Report thereon.

Financial Results:

Your Company''s results for the year, and the comparative figures for the previous year, are given below in a summarized format:

(Rs. in lakhs)

Particulars

2015-16

2014-15

Net Sales

42,527.32

38,595.87

Other Income

257.54

566.26

Profit before interest and depreciation

2,154.66

2,254.32

Less: Interest

686.44

705.24

Depreciation

340.54

332.98

Profit before exceptional & extraordinary items and tax

1,127.68

1,216.10

Profit before Tax

1,127.68

1,216.10

Profit after Tax

706.45

811.99

Add: Opening balance in Statement of Profit & Loss

4,715.67

4,094.59

Amount available for appropriation

5,422.12

4,905.73

Appropriations:

Transfer to General Reserve

71.00

82.00

Interim/Proposed Dividend on equity shares

90.06

90.06

Dividend distribution Tax on interim/proposed dividend

18.33

18.00

Surplus/(Deficit) carried to Balance Sheet

5,242.73

4,715.67

Note: Previous year''s figures are regrouped and presented wherever necessary.

Dividend:

Your Directors declared an interim dividend of Rs. 3/- per share for the financial year 2015-16, at their meeting held on 12th March, 2016. The Directors do not recommend any final dividend.

Operations:

Operations of the Company''s two divisions for the year under review were as follows:

Lead Division:

This year, the Lead division recorded sales of Rs. 42,465 lakhs as against Rs. 38,512 lakhs in the previous year, an increase of 10%.

Windmills:

The entire energy of approximately 20 lakhs units generated at Ramagiri was sold to Andhra Pradesh Southern Power Distribution Company Ltd. The earlier power purchase agreement expired on 29th August, 2015, and was extended for another 10 years, at a reduced tariff of Rs. 2.23 per unit. The total revenue was Rs. 62 lakhs against Rs. 84 lakhs in the previous year.

Total:

The combined turnover of the Company, thus, was Rs. 42,527 lakhs for the year under review, as against Rs. 38,596 lakhs for the previous year.

Corporate Governance: Your Company has complied with all provisions of Corporate Governance, as required under the Listing Agreement / the SEBI (LODR) Regulations, 2015. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Quality System: Your Company''s certificates for Quality Systems under ISO 9001 for the Lead Division continue to be valid.

Management Discussion and Analysis Report: A detailed discussion on the industry structure as well as on the financial and operational performance is contained in the ''Management Discussion and Analysis Report'' enclosed hereto that forms an integral part of this Report. (Refer Annexure-A)

Information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014:

A. Conservation of Energy:

Your Company continues to explore all possible avenues to reduce energy consumption.

Street and high bay lights were replaced with energy efficient LED lights at a cost of more than Rs. 3.5 lakhs at both the lead recycling units.

Variable frequency drive, which will result in significant power savings, was installed for the ID fan of the fourth rotary furnace at Tirupati plant. This drive installed on the other three furnaces earlier.

The transformer at the Choutuppal plant was replaced with an optimal capacity transformer, which will reduce power losses, resulting in annual savings of about 11,000 units of energy.

B. Technology Absorption:

No new technology has been obtained during the year, and the existing technology in use has been fully absorbed.

C. Foreign Exchange earnings and outgo: Total foreign exchange used and earned: (Rs. in lakhs)

Particulars

2015-16

2014-15

a) Foreign Exchange earnings on exports

26.97

244.72

b) Foreign Exchange used on account of:

i) Foreign Travel

3.73

0.25

ii) Professional Charges

0.80

0.91

iii) Subscription charges

4.05

2.96

iv) CIF value of imports of raw material & others

12,036.92

12,426.55

v) Dividend for 201415/2013-14

3.60

2.47

Directors:

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Smt. Vuyyuru Rajeswari will retire by rotation at the ensuing annual general meeting and being eligible, offers herself for reappointment.

Statutory Auditors:

M/s. JVSL & Associates, Chartered Accountants, expressed their inability to continue as Statutory Auditors of the Company due to personal reasons, and forwarded their resignation to the Chairman and Managing Director of the Company. The Board, at their meeting held on 13thAugust, 2016, accepted their resignation. However, they will continue as Statutory Auditors of the Company till the conclusion of the ensuing Annual General Meeting.

Further, on the recommendation of the Audit Committee, the Board of Directors of your company proposes to appoint M/s. Gokhale & Co., Chartered Accountants, Hyderabad, as Statutory Auditors of the Company at the ensuing annual general meeting.

Number of meetings of the Board:

Details of same are disclosed in the Corporate Governance Report.

Declaration of Independence:

This is to confirm that all the Independent Directors have affirmed their compliance with the criteria of Independence as provided in Section 149 (6) of the Companies Act, 2013.

Risk Management Policy:

The Board has adopted and is implementing a suitable Risk Management Policy for the company which identifies therein different elements of risk which may threaten the existence of the company.

Particulars of investments under Section 186 of the Companies Act, 2013:

The company had made an investment of Rs. 91.16 lakhs in equity shares of GLW Ltd. in the financial year 2008-09. The company had also made a provision for diminution in the entire value of the said investment by way of Rs. 45.58 lakhs each in the financial years 2012-13 and 2013-14. Further, the company has approached the Reserve Bank of India, seeking permission to write off the investments in GLW Ltd.

Deposits:

No deposits under Chapter V of the Companies Act, 2013 were accepted or renewed during the year.

Composition of Audit Committee and Vigil Mechanism/ Whistle Blower Policy:

Details of the same are disclosed in the Corporate Governance Report.

Information as required under Section 134(3)(e), Section 178(3) of the Companies Act, 2013 and Rule 8(4) of the Companies (Accounts) Rules, 2014: Refer Annexure B Disclosures pursuant to Section 197(12) and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: Refer Annexure C Annual Report on Corporate Social Responsibility (CSR) activities in accordance with Rule 8 of Companies (CSR Policy) Rules, 2014: Refer Annexure D

Extract of Annual Return (Form MGT-9) [(Pursuant to Section 92(3) and Section 134(3) (a) of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014]: Refer Annexure E

Employees:

No employee was in receipt of remuneration more than the limit prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Directors'' Responsibility Statement:

Your Directors, in terms of Section 134(5) of the Companies Act, 2013, state that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors had selected such 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 and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Industrial Relations:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record their appreciation of the dedication and commitment of all employees of your Company.

Acknowledgement:

Your Directors thank the customers, vendors, investors, and Andhra Bank for their continued support during the year.

For Board of Directors

Sd/-

V. Ramesh

Chairman and

Place: Hyderabad Managing Director

Date: 13-08-2016 DIN: 00296642


Mar 31, 2014

Dear Members,

The Directors take pleasure in presenting the 30th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2014, together with the Auditors'' Report thereon.

Financial Results:

Your Company''s results for the year, in comparison with the previous year, are given below in a summarized format:

(Rs. In lakhs)

Particulars 2013-14 2012-13

Net Sales 27,818.45 27,063.41

Other Income 168.46 72.21

Profit before interest and depreciation 1,792.25 1,616.42

Less: Interest 629.83 595.76

Depreciation 323.30 323.08

Profit before exceptional & extraordinary items and tax 839.12 697.58

Exceptional & Extraordinary Item (Net of tax):

Profit on sale of Glass Lining Division - 1,468.15

Profit before Tax 839.12 2,165.73

Profit after Tax 521.07 1,979.42

Add: Opening balance in Statement of Profit & Loss 3,731.88 1,972.25

Amount available for appropriation 4,252.95 3,951.67

Appropriations:

Transfer to General Reserve 53.00 150.00

Proposed Dividend on equity shares 90.06 60.04

Income Tax on proposed Dividend 15.31 9.74

Surplus carried to Balance Sheet 4,094.58 3,731.88

Dividend:

Your Directors have pleasure in recommending a dividend of Rs. 3.00 per share for the Financial Year 2013-14.

Operations:

Operations of the Company''s two divisions for the year under review were as follows:

Lead Division:

This year, the Lead division recorded sales of Rs. 27,721 lakhs as against Rs. 25,987 lakhs in the previous year.

Windmills:

The entire energy of around 28 lakhs units generated at Ramagiri was sold to Andhra Pradesh Power Coordination Committee, and the total revenue was Rs. 97 lakhs as against Rs. 45 lakhs in the previous year. The current year''s revenue includes an amount of Rs. 4 lakhs towards arrears for the short payments made earlier during Financial Year 2012-13.

Total:

The combined turnover of the Company, thus, was Rs. 27,818 lakhs for the year under review, as against Rs. 27,063 lakhs (including turnover of Rs. 1,031 lakhs from the discontinued operations) for the previous year.

Corporate Governance:

Your Company has complied with all provisions of Corporate Governance, as required under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Quality System:

Your Company''s certificates for Quality Systems under ISO 9001 for the Lead Division continue to be valid.

Management Discussion and Analysis Report:

A detailed discussion on the industry structure as well as on the financial and operational performance is contained in the ''Management Discussion and Analysis Report'' enclosed hereto that forms an integral part of this Report.

Information as required 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:

A. Conservation of Energy:

(i) Your Company continues to explore all possible avenues to reduce energy consumption. We have installed variable frequency drives for the induced draft fans being used in the pollution control equipment of our smelting process, resulting in an over 30% savings in power consumption. We are also exploring the possibility of using natural lighting options such as ''skyshade'' and solar lighting for our factory.

(ii) As your Company is not covered in the Schedule to the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, the details under Form ''A'' are not required to be furnished.

B. Technology Absorption:

No new technology has been obtained during the year, and the existing technology in use has been fully absorbed.

C. Foreign Exchange earnings and outgo: Total foreign exchange used and earned.

(Rs. in Lakhs)

Particulars 2013-14 2012-13

a) Foreign Exchange earnings on exports. 822.20 529.21

b) Foreign Exchange used on account of:

i) Foreign Travel 3.37 -

ii) C|F value of imports of raw material & others 13,980.20 9,861.09

iii) Dividend for 2012-13/2011-121 1.65 1.65

Directors:

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Sri Sandeep Ramesh will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

On 9th August, 2014 the Board of Directors of your Company, on the recommendation of the Nomination and Remuneration Committee, has re-appointed Sri V. Ramesh as Managing Director of the Company for a period of 3 years with effect from 14th August, 2014, subject to the approval of the members at the ensuing Annual General Meeting.

On 9th August, 2014 the Board of Directors of your Company, on the recommendation of the Nomination and Remuneration Committee, has re-appointed Sri Sandeep Ramesh as Executive Director of the Company for a period of 3 years with effect from 14th August, 2014, subject to the approval of the members at the ensuing Annual General Meeting.

Ministry of Corporate Affairs vide its General Circular No.14/2014, dated 9th June, 2014, has clarified that it would be necessary that if it is intented to appoint existing Independent Directors under the Companies Act, 2013, such appointment shall be made expressly under Section 149(10)/(11) read with Schedule IV of the Companies Act, 2013 within one year from 1st April, 2014. Therefore, upon a notice in writing from a member under Section 160 of the Companies Act, 2013, along with requisite deposits, your Board on the recommendations of the Nomination and Remuneration Committee, proposes for the appointment of Sri S. V. Narasimha Rao, Sri V. Ashok and Sri Satish Malladi as Independent Directors at the ensuing Annual General Meeting. The respective appointments have been proposed for a fixed tenure of five years having regard to the transitory provisions for the continuance of existing Independent Directors.

The company has received requisite notice in writing along with requisite deposits from a member of the company proposing the candidature of Sri Sridar Swamy and Sri Suketu Shah as Independent Directors of the company for a tenure of five years.

The company has received requisite notice in writing along with requisite deposit from a member of the company proposing the candidature of Smt. Vuyyuru Rajeswari as Director of the company.

Deposits:

Your Company has accepted fixed deposits during the year, and complied with all the statutory provisions. The outstanding deposits as on 31st March, 2014 amount to Rs. 661 lakhs, which include Rs. 476 lakhs from related parties. Your Company is in the process of paying back all the fixed deposits, as they mature, during the course of the year, and does not plan to accept any new fixed deposits.

Auditors:

Statutory Auditor: Your Company''s auditors M/s. Sarathy & Balu, Chartered Accountants, will retire at the conclusion of the forthcoming Annual General Meeting and have expressed their inability to accept re-appointment. On the recommendations of the Audit Committee, the Board has proposed to appoint M/s. JVSL & Associates, Chartered Accountants, who have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013, as the statutory auditors, at the ensuing Annual General Meeting.

Cost Auditor:

On the recommendation of the Audit Committee, the Board of your company has appointed M/s. Kapardhi & Associates, Cost Accountants, as Cost Auditor for the Financial Year 2014-15.

Employees:

No employee was in receipt of remuneration more than the limit prescribed under the Companies (Particulars of Employees) Rules, 1975.

Transfer of unclaimed and unpaid dividend to IEP Fund: Pursuant to Section 125 of the Companies Act, 2013, read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 as amended from time to time, an amount of Rs. 1,15,803/- in the unclaimed and unpaid Final dividend for 2005-06 and Rs. 68,764/- in the unclaimed and unpaid interim dividend for 2006-07 were transferred to the Investor Education and Protection Fund during the year. Disclosure as per listing agreement:

Clause 32:

The cash flow statement in accordance with the Accounting Standard on Cash Flow Statements (AS-3), which forms part of Financial Statements, is appended to this Report.

Clause 43A:

Your Company''s shares are listed on the BSE Ltd., Mumbai, P.J. Towers, Dalal Street, Fort, Mumbai. The annual listing fee for the year 2014-15 has been paid.

Directors'' Responsibility Statement:

Your Directors, in terms of Section 217(2AA) of the Companies Act, 1956, confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such 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 that period;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the annual accounts on a going concern basis.

Industrial Relations:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record their appreciation of the dedication and commitment of all employees of your Company.

Acknowledgement:

Your Directors thank the customers, vendors, investors and Andhra Bank for their continued support during the year.

For Board of Directors

V. Ramesh Place : Hyderabad Chairman and Managing Director Date : 9th August, 2014 DIN: 00296642


Mar 31, 2013

To The Members,

The Directors take pleasure in presenting the 29th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2013, together with the Auditors'' Report thereon.

Financial Results:

Your Companys results for the year, in comparison with the previous year, are given below in a summarized format:

(Rs. in lakhs)

Particulars 2012-13 2011-12

Net Sales 27063.40 32181.30

Other Income 72.22 156.89

Profit before interest and depreciation 1616.42 1934.64

Less: Interes 595.77 900.00

Depreciation 323.08 215.01

Profit before exceptional & extraordinary 697.57 819.63

items and tax Exceptional & Extraordinary Item

(Net of tax) – Profit on sale of GLD

Profit before Tax 2165.72 819.63

Profit after Tax 1979.42 566.74

Add: Opening balance in Statement of 1972.25 1518.28

Profit & Loss Amount available for appropriation 3951.67 2085.03

Appropriations:

Transfer to General Reserve 150.00 43.00

Proposed Dividend on equity shares 60.04 60.04

Income Tax on proposed Dividend 9.74 9.74

Surplus/(Deficit) carried to Balance 3731.89 1972.25 Sheet

DIVIDEND:

Your Directors have pleasure in recommending a dividend of Rs.2.00 per share for the year 2012-13.

OPERATIONS:

Operations of the Company''s three divisions for the year under review were as follows:

LEAD DIVISION:

This year, the Lead division recorded sales of Rs.25,987 lakhs as against Rs.27,448 lakhs in the previous year.

WINDMILLS:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Power Coordination Committee, and the total revenue was Rs.45 lakhs as against Rs.88 lakhs in the previous year. As per the interim order passed by Andhra Pradesh Electricity Regulatory Commission (APERC), the company is receiving Rs.1.69 per unit instead of Rs.3.37 per unit. However, the Company has filed an appeal before the Appellate Tribunal for Electricity (APTEL) against the order passed by the APERC.

GLASS LINING :

This year, the Glass Lining division recorded sales of Rs.1,031 lakhs till 21st June, 2012, the date of transfer of the business to De Dietrich Process Systems India Private Limited.

TOTAL:

The combined turnover of the Company, thus, was Rs.27,063 lakhs for the year under review, as against Rs.32,181 lakhs for the previous year.

CORPORATE GOVERNANCE:

Your Company has complied with all provisions of Corporate Governance, as required under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Voluntary Guidelines -2009:

The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on Corporate Governance and Corporate Social Responsibility in December, 2009. These guidelines are expected to serve as a benchmark for the Corporate Sector and also help them in achieving the highest standard of corporate governance.

Some of the provisions of these guidelines are already in place as reported elsewhere in this Report. The other provisions of these guidelines are being evaluated.

QUALITY SYSTEM:

Your Companys certificates for Quality Systems under ISO 9001 for the Lead Division continue to be valid.

CONSERVATION OF ENERGY:

(i) Your Company continues to explore all possible avenues to reduce energy consumption.

(ii) As your Company is not covered in the Schedule to the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, the details under Form A are not required to be furnished.

TECHNOLOGY ABSORPTION:

No new technology has been obtained during the year, and the existing technology in use has been fully absorbed.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. In lakhs)

Particulars 2012-13 2011-12

a) Foreign Exchange earnings on exports 529.21 1141.83

b) Foreign Exchange used on account of:

i) Foreign Travel

ii) CIF value of imports of raw material & others 98.61 11209.67

Iii) Commission on Sales

iv) Dividend for 2011-12 / 2010-11 1.65 1.65

DIRECTORS:

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Sri V. Ashok will retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for reappointment.

DEPOSITS:

Your Company has accepted fixed deposits during the year, and complied with all the statutory provisions. The outstanding deposits as on 31st March, 2013 amount to Rs.482.00 lakhs, which includes Rs.422.00 lakhs from related parties.

AUDITORS:

Statutory Auditor: Your Companys auditors M/s. Sarathy & Balu, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and have signified their willingness to accept re-appointment and confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

Cost Auditor: Subject to the approval of the Central Government, your company has appointed Mr. N.V.S. Kapardhi, Cost Accountant, who has signified his willingness to accept the appointment and confirmed his eligibility under Section 224(1B) of the Companies Act, 1956, as Cost Auditor for the Financial Year 2013-14, as required under the Companies (Cost Audit Report) Rules, 2011, read with Sec. 209(1)(d) and Section 233B of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration more than the limit prescribed under the Companies (Particulars of Employees) Rules, 1975.

TRANSFER OF UNCLAIMED AND UNPAID DIVIDEND TO IEP FUND:

Pursuant to Section 205C of the Companies Act, 1956, read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 as amended from time to time, an amount of Rs.62,367/- in the unclaimed and unpaid final dividend for 2004-05 was transferred to the Investor Education and Protection Fund during the year.

DISCLOSURE AS PER LISTING AGREEMENT:

Clause 32:

The cash flow statement in accordance with the Accounting Standard on cash flow statement (AS-3) is appended to this Annual Report.

Clause 43A:

Your Companys shares are listed on the BSE Ltd., Mumbai, P.J. Towers, Dalal Street, Fort, Mumbai. The annual listing fee for the year 2013-14 has been paid.

RESPONSIBILITY STATEMENT:

In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i. the applicable accounting standards have been followed in the preparation of the annual accounts.

ii. they had selected such 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 for the financial year ending 31st March, 2013, and of the profit of the Company for that period.

iii. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. they have prepared the accounts on a going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record the dedication and commitment of all the employees of your Company.

ACKNOWLEDGEMENT:

Your Directors thank the customers, vendors, investors and Andhra Bank for their continued support during the year.

For and on behalf of the Board

Sd/-

Place: Hyderabad V. Ramesh

Date: 11-05-2013 Chairman and Managing Director


Mar 31, 2012

The Directors take pleasure in presenting the 28th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2012, together with the Auditors' Report thereon.

FINANCIAL RESULTS:

Your Company's results for the year, in comparison with the previous year, are given below in a summarized format:

(Rs. in lakhs)

Particulars 2011-12 2010-11

Net Sales 32,181.30 29,933.47

Other Income 156.89 154.35

Profit before interest and depreciation and prior period adjustments 1,934.64 1,981.32

Less: Interest 900.00 768.90

Depreciation 215.01 198.32

Profit Before Tax and prior period adjustments 819.63 1,014.10

- Prior Period Adjustments 12.56 2.84

Profit Before Tax 832.19 1,016.94

Less: Provision for tax - Regular Tax 163.99 294.46

- Deferred Tax (asset)/ liability 101.46 4.80

Profit/(Loss) after tax for the year 566.74 717.68

Add/Less: Surplus/(Deficit) in P&L Account brought forward 1,518.28 924.62

Amount available for appropriation 2,085.03 1,642.30

Appropriations:

Transfer to General Reserve 43.00 54.00

Proposed Dividend on equity shares 60.04 60.04

Income Tax on proposed Dividend 9.74 9.97

Surplus/(Deficit) carried to Balance Sheet 1,972.25 1,518.29

DIVIDEND:

Your Directors have pleasure in recommending a dividend of Rs. 2.00 per share for the year 2011-12.

OPERATIONS:

Operations of the Company's three divisions for the year under review were as follows

LEAD DIVISION:

This year, the Lead division recorded sales of Rs. 27,448 lakhs as against Rs. 25,395 lakhs the previous year.

WINDMILLS:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Power Coordination Committee, and the total revenue was Rs. 88 lakhs as against Rs. 73 lakhs the previous year.

GLASS LINING:

This year, the Glass Lining division recorded sales of Rs. 4,645 lakhs as against Rs. 4,466 lakhs the previous year.

TOTAL:

The combined turnover of the Company, thus, was Rs. 32,181 lakhs for the year under review, as against Rs. 29,933 lakhs for the previous year.

CORPORATE GOVERNANCE:

Your Company has complied with all provisions of Corporate Governance, as required under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Voluntary Guidelines -2009:

The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on 'Corporate Governance' and 'Corporate Social Responsibility' in December, 2009. These guidelines are expected to serve as a benchmark for the Corporate Sector and also help them in achieving the highest standard of corporate governance.

Some of the provisions of these guidelines are already in place as reported elsewhere in this Report. The other provisions of these guidelines are being evaluated.

QUALITY SYSTEM:

Your Company's certificates for Quality Systems under ISO 9001 for the Lead Division continue to be valid.

CONSERVATION OF ENERGY:

(i) Your Company continues to explore all possible avenues to reduce energy consumption.

(ii) As your Company is not covered in the Schedule to the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, the details under Form 'A' are not required to be furnished.

TECHNOLOGY ABSORPTION:

No new technology has been obtained during the year and the existing technology in use has been fully absorbed.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Rs. in Lakhs)

2011-12 2010-11

a) Foreign Exchange earnings on exports 1,141.83 4,474.16

b) Foreign Exchange used on account of:

i) Foreign Travel - 1.47

ii) CIF value of imports of raw material & others 11,209.67 13,341.24

iii) Commission on Sales - 15.44

iv) Dividend for 2010-11/2009-10 1.65 0.82

DIRECTORS:

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Sri S.V.Narasimha Rao, and Dr. M.R.Naidu will retire by rotation at the ensuing Annual General Meeting, and are eligible for reappointment.

Sri S V Narasimha Rao offers himself for reappointment, while Dr Naidu does not seek reappointment. The Board thanks Dr Naidu for his invaluable contributions to your Company during his long years of Directorship.

DEPOSITS:

Your Company has accepted fixed deposits during the year, and complied with all the statutory provisions. The outstanding deposits as on 31st March, 2012 amount to Rs. 287.00 lakhs, which includes Rs. 227.00 lakhs from related parties.

AUDITORS:

Statutory Auditor: Your Company's auditors M/s. Sarathy & Balu, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and have signified their willingness to accept re-appointment and confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

Cost Auditor: As per the requirement of the Companies (Cost Accounting Records) Rules, 2011, read with Sec. 209(1)(d) and Section 233B of the Companies Act, 1956, your Company carried out an audit of Cost Accounting records relating to Wind Firm division for the year 2011-12. In this connection, your Company has appointed Mr. N.V.S. Kapardhi, Cost Accountant, as Cost Auditor for the Financial Year 2011-12. Further, subject to approval of the Central Government, your company has appointed Mr. N.V.S. Karpardhi, Cost Accountant, who has signified his willingness to accept appointment and confirmed his eligibility under Section 224(1B) of the Companies Act, 1956, as Cost Auditor for the Financial Year 2012-13.

PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration more than the limit prescribed under the Companies (Particulars of Employees) Rules, 1975.

TRANSFER OF UNCLAIMED AND UNPAID DIVIDEND TO IEP FUND:

Pursuant to Section 205C of the Companies Act, 1956, read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 as amended from time to time, an amount of Rs. 30,075/- in the unclaimed and unpaid interim dividend for 2004-05 was transferred to the Investor Education and Protection Fund during the year.

DISCLOSURE AS PER LISTING AGREEMENT:

Clause 32:

The cash flow statement in accordance with the Accounting Standard on cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 43A:

Your Company's shares are listed on the BSE Limited, Mumbai, PJ. Towers, Dalal Street, Fort, Mumbai. The annual listing fee for the year 2012-13 has been paid.

RESPONSIBILITY STATEMENT:

In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i. the applicable accounting standards have been followed In the preparation of the annual accounts.

ii. they had selected such 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 for the financial year ending 31st March, 2012, and of the profit of the Company for that period.

iii. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. they have prepared the accounts on a going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record the dedication and commitment of all the employees of your Company.

ACKNOWLEDGEMENT:

Your Directors thank the customers, vendors, investors and Andhra Bank for their continued support during the year.

For and on behalf of the Board

V. Ramesh

Place : Hyderabad Chairman and

Date : 21-07-2012 Managing Director


Mar 31, 2011

The Members,

The Directors take pleasure in presenting the 27th Annual Report on the operations of your Company and the Audited Accounts for the fi nancial year ended 31st March, 2011, together with the Auditors' Report thereon.

Financial Results:

Your Company's results for the year, in comparison with the previous year, are given below in a summarized format:

(Rs. in lakhs)

Particulars 2010-11 2009-10

Net Sales 29,933.47 14,487.97

Other Income 73.17 16.63

Profi t before interest and depreciation and prior 1,981.32 1,122.25 period adjustments

Less: Interest 768.90 502.64

Depreciation 198.32 170.82

Profi t Before Tax and prior period adjustments 1,014.10 448.79

- Prior Period Adjustments 2.84 36.76

Profi t Before Tax 1,016.94 485.55

Less: Provision for tax

- Regular Tax 294.46 70.02

- Deferred Tax (asset)/ liability 4.80 91.66

Profi t/(Loss) after tax for the year 717.68 323.87

Add/Less: Surplus/(Defi cit) in P&L Account 924.62 645.87 brought forward

Amount available for appropriation 1,642.30 969.74

Appropriations:

Transfer to General Reserve 54.00 10.00

Proposed Dividend on equity shares 60.04 30.02

Income Tax on proposed Dividend 9.97 5.10

Surplus/(Defi cit) carried to Balance Sheet 1,518.28 924.62

DIVIDEND:

Your Directors have pleasure in recommending a dividend of Rs. 2.00 per share for the year 2010-11.

OPERATIONS:

Operations of the Company's three divisions for the year under review were as follows

GLASS LINING:

This year, the Glass Lining division recorded sales ofRs. 4,466 lakhs as against Rs. 3,015 lakhs in the previous year.

LEAD DIVISION:

This year, the Lead division recorded sales of Rs. 25,395 lakhs as against Rs. 11,383 lakhs in the previous year.

WIND MILLS:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Power Coordination Committee, and the total revenue was Rs. 73 lakhs as against Rs. 90 lakhs in the previous year.

TOTAL:

The combined turnover of the Company, thus, was Rs. 29,933 lakhs for the year under review, as against Rs. 14,488 lakhs for the previous year.

CORPORATE GOVERNANCE:

Your Company has complied with all provisions of Corporate Governance, as required under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certifi cate on its compliance from the Auditors, forms part of this report.

Voluntary Guidelines -2009:

The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on 'Corporate Governance' and 'Corporate Social Responsibility' in December, 2009. These guidelines are expected to serve as a benchmark for the Corporate Sector and also help them in achieving the highest standard of corporate governance.

Some of the provisions of these guidelines are already in place as reported elsewhere in this Report. The other provisions of these guidelines are being evaluated.

QUALITY SYSTEM:

Your Company's certifi cates for Quality Systems under ISO 9001 for the Glass Lining Division and the Lead Division continue to be valid.

CONSERVATION OF ENERGY:

(i) Your Company continues to explore all possible avenues to reduce energy consumption.

(ii) As your Company is not covered in the Schedule to the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, the details under Form 'A' are not required to be furnished.

TECHNOLOGY ABSORPTION:

No new technology has been obtained during the year and the existing technology in use has been fully absorbed.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Rs.)

Particulars 2010-11 2009-10

a) Foreign Exchange earnings on exports 44,74,16,389 31,53,43,946

b) Foreign Exchange used on account of:

i) Foreign Travel 1,46,918 2,60,200

ii) CIF value of im- ports of raw mate- rial & others 1,33,41,24,582 46,30,19,689

iii) Commission on Sales 15,44,027 2,05,373

iv) Dividend for 2009-10 82,500 -

PROPOSED EXPANSION:

The expansion of the recycling plant at Tirupati will be completed in the next few months.

The joint venture in Georgia is undergoing some teething problems, and your Directors hope that production and exports will resume soon.

DIRECTORS:

On 14th August, 2011 Sri V. Ramesh, Managing Director of the Company, has been reappointed as Chairman cum Managing Director of the Company.

On 14th August, 2011 Sri Sandeep Ramesh has been co-opted as an Additional Director, and appointed as Executive Director of the Company.

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Sri Satish Malladi will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

DEPOSITS:

Your Company has accepted fi xed deposits during the year, and complied with all the statutory provisions. The outstanding deposits as on 31st March, 2011 amount to Rs. 395.50 lakhs, which includes Rs. 327.00 lakhs from related parties.

AUDITORS:

Your Company's auditors M/s. Sarathy & Balu, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and have signified their willingness to accept re-appointment and confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

The information to be disclosed pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

No employee was in receipt of remuneration more than the limit prescribed under the Companies (Particulars of Employees) Rules, 1975.

DISCLOSURE AS PER LISTING AGREEMENT:

Clause 32:

The cash fl ow statement in accordance with the Accounting Standard on cash fl ow statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 43A:

Your Company's shares are listed on the Bombay Stock Exchange Ltd., Mumbai, P.J. Towers, Dalal Street, Fort, Mumbai. The annual listing fee for the year 2011-12 has been paid.

RESPONSIBILITY STATEMENT:

In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i. the applicable accounting standards have been followed in the preparation of the annual accounts.

ii. they had selected such 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 for the fi nancial year ending 31st March, 2011, and of the profi t of the Company for that period.

iii. they had taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. they have prepared the accounts on a going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record the dedication and commitment of all the employees of your Company.

ACKNOWLEDGEMENT:

Your Directors thank the customers, vendors, investors and Andhra Bank for their continued support during the year.

For and on behalf of the Board

Place : Hyderabad V. Ramesh

Date : 14-08-2011 Chairman cum

Managing Director


Mar 31, 2010

The Directors take pleasure in presenting the 26th Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2010, together with the Auditors Report thereon.

FINANCIAL RESULTS:

Your Companys results for the year, in comparison with the previous year, are given below in a summarized format:

(Rs. in lakhs)

Particulars 2009-10 2008-09

Net Sales 14,487.97 9,564.23

Other Income 16.63 244.65

Profit before interest and depreciation and

prior period adjustments 1,122.25 256.34

Less: Interest 502.64 362.76

Depreciation 170.82 115.01

Profit Before Tax and prior period adjustments 448.79 (221.43)

- Prior Period Adjustments 36.76 (6.76)

Profit Before Tax 485.55 (214.67)

Less: Provision for tax - Regular Tax 70.02 -

- Deferred Tax (asset)/ liability 91.66 (2.44)

- Fringe Benefit Tax - 3.66

Profit/(Loss) after tax for the year 323.87 (215.89)

Add/Less: Surplus/ (Deficit) in P&L Account

brought forward 645.87 861.76

Amount available for appropriation 969.74 645.87

Appropriations:

Transfer to General Reserve 10.00 -

Proposed Dividend on equity shares 30.02 -

Income Tax on Dividend 5.10 -

Surplus/(Deficit) carried to Balance Sheet 924.62 645.87

969.74 645.87

DIVIDEND:

Your Directors have pleasure in recommending a dividend of Re.1.00 per share for the year 2009-10.

OPERATIONS:

Operations of the Companys three divisions for the year under review were as follows

GLASS LINING:

This year, the Glass Lining division recorded sales of Rs.3,015 lakhs as against Rs.3,650 lakhs in the previous year.

LEAD DIVISION:

This year, the Lead division recorded sales of Rs.11,383 lakhs as against Rs.5,834 lakhs in the previous year.

WIND MILLS:

The entire energy generated at Ramagiri was sold to Andhra Pradesh Power Coordination Committee, and the total revenue was Rs.90 lakhs as against Rs.81 lakhs in the previous year.

The combined turnover of the Company, thus, was Rs.14,488 lakhs for the year under review, as against Rs.9,565 lakhs for the previous year.

CORPORATE GOVERNANCE:

Your Company has complied with all provisions of Corporate Governance, as required under Clause 49 of the Listing Agreement. A report on Corporate Governance, along with the certificate on its compliance from the Auditors, forms part of this report.

Voluntary Guidelines -2009:

The Ministry of Corporate Affairs has issued a set of Voluntary Guidelines on Corporate Governance and Corporate Social Responsibility in December, 2009. These guidelines are expected to serve as a benchmark for the Corporate Sector and also help them in achieving the highest standard of corporate governance.

Some of the provisions of these guidelines are already in place as reported elsewhere in this Report. The other provisions of these guidelines are being evaluated.

QUALITY SYSTEM:

Your Companys certificates for Quality Systems under ISO 9001 for the Glass Lining Division and the Lead Division continue to be valid.

CONSERVATION OF ENERGY:

(i) Your Company continues to explore all possible avenues to reduce energy consumption.

(ii) As your Company is not covered in the Schedule to the Companies (Disclosures of particulars in the report of the Board of Directors) Rules, 1988, read with Section 217(1)(e) of the Companies Act, 1956, the details under Form A are not required to be furnished.

TECHNOLOGY ABSORPTION:

No new technology has been obtained during the year and the existing technology in use has been fully absorbed.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Rupees)

2009-10 2008-09

a) Foreign Exchange

earnings on exports 31,53,43,946 5,26,29,681

b) Foreign Exchange used on account of:

i) Foreign Travel 2,60,200 2,69,411

ii) CIF value of imports of raw material & others 46,30,19,689 41,51,54,329

iii) Commission on

Sales 2,05,373 9,05,556

iv) Dividend

for 2007-08 - 1,74,522



PROPOSED EXPANSION:

Your Company is increasing the annual capacity of its Lead re-cycling unit near Tirupati from 20,000 MT to 50,000 MT.

Your Companys Joint Venture unit in the Republic of Georgia has started commercial production, and the first shipment from this unit has been despatched to us. The project will facilitate availability of raw materials at a concessional price, on a continuous basis.

DIRECTORS:

Sri T. Panduranga Rao, Chairman of the Company, who was associated with the Company since 1994, passed away on 22nd January, 2010. Your Directors place on record their sincere appreciation of the contribution made by Sri T. Panduranga Rao.

Sri Ramanan Ramamurti, Director of the Company, passed away on 13th June, 2010. Your Directors place on record their sincere appreciation of the contribution made by Sri Ramanan Ramamurti.

Pursuant to the provisions of Section 256 of the Companies Act, 1956, Dr. M. R. Naidu and Sri V. Ashok will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

DEPOSITS:

Your Company has accepted fixed deposits during the year, and complied with all the statutory provisions. The outstanding deposits as on 31st March, 2010 amount to Rs. 346.50 lakhs, which includes Rs.228.00 lakhs from related parties.

AUDITORS:

Your Companys auditors M/s. Sarathy & Balu, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and have signified their willingness to accept re-appointment and confirmed their eligibility under Section 224(1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

The information to be disclosed pursuant to the provisions of Section 217(2A) of the Companies Act, 1956, read with the rules framed thereunder, is annexed and forms part of this report.

SETTLEMENT OF CASES WITH GMM PFAUDLER LTD. AND ITS SUBSIDIARIES:

As stated in the Directors Report of last year, the Company has transferred all 6,30,095 shares in the company to GMM Pfaudler Ltd, and its associates, Karamsad Holdings Limited, Karamsad Investments Limited, and Karamsad Securities Private Limited. Accordingly, the dividends held in abeyance on these share have been paid to the respective companies.

FRAUD BY A FOREIGN SUPPLIER:

During 2009-10, one of the foreign suppliers (N. S. Bulgaria Ltd.) has committed a fraud on the company to the tune of Rs.49.20 lacs and the same has been charged off to the Profit & Loss Account. The company has initiated legal proceedings against the supplier.

DISCLOSURE AS PER LISTING AGREEMENT:

Clause 32:

The cash flow statement in accordance with the Accounting Standard on cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Clause 43A:

Your Companys shares are listed on the Bombay Stock Exchange Ltd., Mumbai, P.J. Towers, Dalal Street, Fort, Mumbai. The annual listing fee for the year 2010-11 has been paid.

RESPONSIBILITY STATEMENT:

In pursuance of the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors state that:

i. the applicable accounting standards have been followed in the preparation of the annual accounts.

ii. they had selected such 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 for the financial year ending 31st March, 2010, and of the profit of the Company for that period.

iii. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. they have prepared the accounts on a going concern basis.

INDUSTRIAL RELATIONS:

The industrial relations in the Company continue to be very cordial and stable. Your Directors would like to place on record the dedication and commitment of all the employees of your Company.

ACKNOWLEDGEMENT:

Your Directors thank the customers, vendors, investors and Andhra Bank for their continued support during the year.

For and on behalf of the Board

V. Ramesh

Managing Director

Place : Hyderabad S. V. Narasimha Rao

Date : 14th August, 2010 Director

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