Documenti di Didattica
Documenti di Professioni
Documenti di Cultura
Board of Directors: Mr. Sanjay S. Mardia Mr. Ratanlal S. Mardia Mr. Atul S. Mardia Mr. Nitin Mehta Mr. Praveen H. Shah Mr. Shailesh H. Shah Chief Financial Officer Mr. Hiresh S. Luhar Company Secretary Ms. Payal Garg Auditors: I - Statutory Auditors M/s R.C. Jain & Associates Chartered Accountants Mumbai II Internal Auditors M/s Kothawade & Laddha Chartered Accountants Mumbai Bankers: State Bank of India State Bank of Patiala Union Bank of India CitiBank N.A. Registered Office: J/20, G.I.D.C., Umbergaon, Gujarat 396 171 E-mail:query@nissancopper.com Corporate Office: 903-906, 9th Floor, Raheja Chambers, Nariman Point, Mumbai 400 021 Branch Office: 8, Badrika Ashram, 1st Khetwadi Lane, Metal Market, Mumbai 400 004 Manufacturing Units: Unit I, J/20, G. I. D. C, Umbergaon, Gujarat - 396171. Unit - II Survey No. 168/2/1, Rudana Village, Khanvel, Silvassa 396230. Website: www.nissancopper.com Share Transfer Agent: M/s. Bigshare Services Pvt. Ltd. E-2 & 3, Ansa Industrial Estate, Sakivihar, Andheri (E), Mumbai 400 072. Email: ansar@bigshareonline.com Website: www.bigshareonline.com
Chairman Managing Director Executive Director Independent Director Independent Director Independent Director
CONTENTS Financial Highlights ------------------------------------- 02 Notice -------------------------------------------------------- 04 Directors Report ------------------------------------------ 09 Management Discussion and Analysis ------------- 16 Corporate Governance Report ------------------------ 20 Auditors Report ------------------------------------------- 33 Balance Sheet ---------------------------------------------- 38 Profit & Loss Account ------------------------------------ 39 Schedules --------------------------------------------------- 40 Accounting Policies & Notes to the Accounts ---- 44 Cash Flow Statement ------------------------------------ 51 Balance Sheet Abstracts -------------------------------- 53 Statement u/s 212 of the Companies Act ---------- 54 Consolidated Financial Statements ------------------ 55 Financial Details of the Subsidiary Company ----- 70 Proxy Form -------------------------------------------------- 71
Copper was one of the first metals used by humans over 10,000 years ago.
Copper is one of the few metals that occur naturally in a pure form.
FINANCIAL YEAR ENDED Sales Growth in sale Profit before depreciation, Interest & Tax (EBDIT) Depreciation Interest & Financial charges Profit before Tax Income Tax Profit After Tax Equity Share Capital Reserves & Surplus Net Worth Earning per Share (EPS) Cash Earning per Share (CEPS) Sales per Share (Rs.) Book Value per Share (Rs.)
2010-11 29,905.91 58% 3,359.47 470.87 1,170.46 1,718.13 463.88 1,254.26 6,285.59 14,128.77 5,383.36 0.23 0.32 4.76 0.86
2009-10
2008-09
2007-08 14,138.12 34% 1,745.08 272.71 411.29 1,061.08 119.38 941.70 1,455.59 3,613.10 4,899.03 0.65 0.83 9.71 3.37
2006-07 10,550.14 19% 1,014.57 129.20 283.17 602.20 13.26 588.94 1,455.59 2,756.55 4,021.20 0.50 0.61 7.25 2.76
18,879.59 14,489.16 30% 2,418.99 406.92 803.48 1,208.60 295.93 912.66 2,897.69 5,383.36 8,593.31 0.60 0.85 6.52 2.97 2% 1,527.46 464.74 784.51 278.21 64.77 213.44 1,455.59 4,063.39 5,370.58 0.15 0.47 9.95 3.69
Your Company has subdivided its equity share of the face value of Rs. 10/- (Rupees Ten) each into Ten equity shares of the face value Re. 1/- (Rupee One) each, pursuant to Shareholders approval on 16th Day of September 2010, and was effected from the Record Date i.e. 28th September 2010.The Face value of Paid up Capital for the corresponding previous periods is also considered at Re.1/- per share for comparision purpose of EPS etc.
Copper plumbing is extensively used in almost all developed countries across the world. A properly installed Copper plumbing system will last for over 50 years!
SPECIAL BUSINESS: 6. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:
RESOLVED THAT pursuant to provisions of Sections 31 & 53 of the Companies Act, 1956, Circular no.17-2011 issued by the Ministry of Corporate Affairs and Section 2, 4, 5 and 81 of the Information Technology Act, 2000, the members accord their consent to alter Article 123 of the Articles of Association of the Company by inserting the words, or through electronic mode at the end of the said Article and the altered Article 123 shall be read as under: 123. A document or notice may be served by the Company on any member thereof either personally or by sending it by post to him at his registered address or if has no registered address in India, to the address, if any, within India supplied by him to the Company for serving document or notice on him or through electronic mode. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to sign and file e-form 23 with Registrar of Companies and to do all such acts, things and deeds as may be necessary to give effect to the above resolution. By order of the Board, Place: Mumbai Date: 28th May 2011 Registered Office: Nissan Copper Ltd. J/20 G.I.D.C. Umbergaon, Gujarat - 396171 sd/Payal Garg Company Secretary
The Watt's steam engine firebox is made from Copper due to its high heat dissipation.
NOTES:
1. 2. The explanatory statement pursuant to Section 173(2) of the Companies Act, 1956, relating to special business to be transacted at the meeting is annexed hereto. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY, WHO NEED NOT BE A MEMBER, TO ATTEND AND VOTE ON BEHALF OF HIMSELF/HERSELF. The instruments appointing the Proxy should be deposited at the Registered Office of the Company not less than 48 (forty eight) hours before the commencement of the Meeting. Members who hold shares in dematerialized form are requested to write their Client ID and DP ID Nos. and those who hold shares in Physical form are requested to write their Folio Number in the attendance slip while attending the Meeting for easy identification of attendance at the Meeting. Pursuant to Section 154 of the Companies Act, 1956 the Register of Members and Share Transfer Books of the Company will remain closed from Thursday, the 18th August, 2011 to Monday, the 22nd August, 2011 (Both days inclusive). Members are requested to: i) Write to the Company at least 7 days before the date of the meeting, in case they desire any information as regards the Audited Accounts for the financial year ended 31st March, 2011, so as to enable the Company to keep the information ready. Bring their copy of the Annual Report and the Attendance Slip at the Annual General Meeting. Intimate to the Registrar & Transfer Agent (R&TA) of the Company immediately, about any change in their addresses. Where the shares are held in electronic form such change is to be informed to the Depository Participant (DP) and not to the Company / R & TA. Quote Registered Folio Number or DP ID/ Client ID in all the correspondence. Approach the R&TA of the Company for consolidation of folios. Furnish bank account details to the R&TA / Depository Participant to prevent fraudulent encashment of dividend warrants. Avail of Nomination facility by filling in and forwarding the nomination form to the R&TA, if not already done. Send all share transfer lodgments (physical mode) / correspondence to the R&TA of the Company - M/s. Bigshare Services Pvt. Ltd., E-2, Ansa Industrial Estate, Sakivihar Road, Andheri (E), Mumbai 400 072 up to the date of book closure.
3.
4. 5.
ii) iii)
6.
The Securities and Exchange Board of India (SEBI) has made it mandatory for all companies to use the Bank Account details furnished by the Depositories for crediting dividend. The Company has made arrangements for crediting the dividends through National Electronic Clearing Services (NECS)/Electronic Clearing Services (ECS) to investors where NECS/ECS details are available. Members holding shares in electronic form may kindly note that their Bank details registered against their respective Depository Account as furnished by the respective Depositories to the R & TA will be used by the Company for payment of Dividend and that the Company / R & TA will not entertain any direct request from such Members for deletion of / change in such Bank details. Further, instructions, if any, already given by the Members in respect of Shares held in physical form will not be automatically applicable to Dividend paid on shares held in electronic form. Members may, therefore, give instructions regarding Bank Accounts in which they wish to receive Dividend, directly to their Depository Participant/(s). Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, dividends which remain unclaimed in the unpaid dividend account for a period of seven years from the date of transfer of the same, will be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government, pursuant to Section 205C of 5
7.
The body of the 1921 Rolls Royce Silver Ghost is completely Copper.
According to the provisions of the Act, Shareholders are requested to note that the amount of dividend for the subsequent years remaining unpaid or unclaimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company shall be transferred to the Investor Education and Protection Fund (IEPF) set up by the Government of India and no payments shall be made in respect of any such claims by the IEPF. Also, it may be noted that the unclaimed dividend in respect of the financial year 2006-07 is due for transfer to the IEPF on October 21, 2014. Members who have not yet encashed their dividend warrant(s) for the financial years ended 31st March, 2007 onwards, are requested to make their claims to the Company accordingly, without any delay. 8. Appointment/Re-appointment of Directors: Details of the Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting (in pursuance of Clause 49 (IV) (G) of the Listing Agreement) Name of the Director Mr. Shailesh H. Shah Date of Birth Date of Appointment Qualifications Profile 28/03/1971 31/10/2007 B.Com Mr. Shailesh Shah holds a Bachelor of Commerce degree from Mumbai University. Mr. Shailesh H. Shah entered the Textile business in 1991 by associating in his family owned firm called Ambica Textile Industries. He joined as a director in Ambica Fabrics Private Limited after the family shifted their business in the new corporate entity. He is also a Partner in Balaji Plastic, since 2003. He is associated with Nissan Copper Limited since October 31, 2007 Mr. Atul S. Mardia 23/12/1966 31/10/2007 B.Com Mr. Atul Mardia holds a Bachelor of Commerce degree from Calcutta University, West Bengal Board. He has an experience of over 20 years in the copper tube business. After graduation, he started business in Kolkata. In the year 2007 he joined Nissan Copper Ltd. as Director to take care of marketing and sale of copper products.
Name of the NIL Companies in which he holds Directorship Memberships & Chairmanships of committees of the Board in other companies Shareholdings in the Company NIL
NIL
NIL
Nil
5,30,000 equity shares of Re.1/- each Brother of: Mr. Sanjay S. Mardia: Chairman & Mr. Ratanlal S. Mardia : Managing Director
Copper money in the British Commonwealth currently contains approximately 95.5% Copper, 3% tin and 1.5% zinc.
Corporate Members are requested to forward a certified copy of the Board Resolution authorizing their representatives to attend and vote at the Annual General Meeting. The Company has listed its shares at BSE & NSE. All the listing fees, till date, have been paid. All the documents referred to in the Notice are open for inspection at the Registered Office of the Company between 10.30 a.m. to 12.30 p.m. on all working days except Saturdays, Sundays and Public Holidays until the date of the Annual General Meeting or any adjournment(s) thereof.
Valuable Copper and bronze articles were traded across the world for cloth, furs and food.
Place : Mumbai Date : 28th May 2011 Registered Office: Nissan Copper Ltd. J/20 G.I.D.C. Umbergaon, Gujarat - 396171
The chemical name of the metal Copper is cuprum and it has been named after the country Cyprus.
DIRECTORS REPORT
To, The Members, NISSAN COPPER LIMITED Your Directors are pleased to present the 22nd Annual Report and the Audited statement of Accounts of the Company for the financial year ended 31st March 2011. FINANCIAL RESULTS The Financial performance of your Company for the year under review is summarized below: (Rs. in Lacs) PARTICULARS NISSAN COPPER STANDALONE 2010- 11 Sales Profit before Depreciation, Finance Charges & Taxation Less: Depreciation Less: Finance Charges Profit before Taxation Less: Provision for Taxation Net Profit after taxation Add: Surplus Brought Forward from previous years Surplus available for appropriation Less: Transfer to General Reserves Less: Proposed Dividend including Distribution Tax Balance carried to Balance Sheet 29,905.91 3,359.47 470.87 1,170.46 1,718.13 463.88 1,254.26 1,304.84 2,559.09 500.00 366.48 1,692.62 2009-10 18,879.59 2,418.99 406.92 803.48 1,208.60 295.93 912.66 961.68 1,874.34 400.00 169.51 1,304.84 NISSAN COPPER GROUP 2010-11 33,131.85 3471.52 470.87 1,170.46 1,830.19 463.88 1,366.31 1,304.84 2,671.15 500.00 366.48 1,804.67 *2009-10 18,879.59 2,418.99 406.92 803.48 1,208.60 295.93 912.66 961.68 1,874.34 400.00 169.51 1,304.84
* The subsidiary company NC Middle East FZE was incorporated in the financial year 2010-11. FINANCIAL PERFORMANCE During the year under review, the gross turnover of your Company has increased by 58.40 % from Rs.18,879.59 Lacs to Rs.29,905.91 Lacs. The increase in turnover was preliminary due to increase in copper prices and also due to partial installation of the ACR Tube Plant. The profit before Depreciation, Finance Cost and taxation has gone up to Rs.3,359.47 Lacs as compared to Rs.2,418.99 Lacs during the preceding year, registering a growth of over 38.88%. The profit after tax has increased to Rs.1,254.26 Lacs as compared to Rs.912.66 Lacs during the preceding year, registering a growth of 37.43%. The Company has taken measures to adopt innovative strategies to increase the turnover and profitability of the Company. The Company is continuing its efforts to improve productivity and curtail costs. During the year under review, the Companys plants at Umbergaon & Silvassa have performed satisfactorily. The plants at Silvassa continue to be eligible for tax holidays pursuant to section 80 IB of the Income Tax Act, 1956. The operation of the Company is carried in a single segment i.e. manufacturing and marketing of Copper Products.
Architectural uses of Copper can remain in place for more than a century.
Copper Mother tubes/ Flats /sections are semi-finished goods which are further used for the production of final product i.e. Copper Pipes. During the year company has reduced the sale of these semi- finished goods and further utilised the same for production of Copper Pipes. Hence, there is a decrease in the variances of these products. Further, there was an increase in sale of Copper pipes, tubes, ingots and other products mentioned in the table due to which you could see increase in variances of these products. EXPANSION PROJECT: During the year under review, your Company has set up a State of the Art facility to manufacture Copper tubes for Air Conditioning, Refrigeration and Plumbing application areas with the latest Cast & Roll technology. The trial production from the new machinery done in phases has been successful and the commercial production will commence from June 2011. The installed capacity would be 1000 MT per month. The increase in capacity will give it higher market share in the copper tubes for ACR segment. The funds for expansion were raised through the preferential allotment, bank and internal accruals. Nissan Copper Limited will be the only manufacturer in India to produce ACR copper tubes in level wound coils and inner grooved tubes using the latest Cast & Roll technology. The project is first of its kind in India and is a 100% Import Substitute. Presently domestic demand for most of these tubes is being met through imports from China and other Southeast Asian countries. Nissan recently introduced a Brand name NISSCOP for their Copper products. The company plans to market its entire range of Copper products under this brand, while Nissan will remain as the Umbrella brand. We launched NISSCOP in the exhibition, ACREX 2011 which was held at Pragati Maidan, New Delhi in the month of February 2011 and all appropriate steps are being taken to popularise this brand. The application has already been submitted to the concerned authority for registering NISSCOP and until we get the registration, it is being stated as Trademark, in our campaign to promote the same. TRANSFER TO GENERAL RESERVE: Out of total Profit of Rs. 1,254.26 Lacs for the financial year 2010-11, an amount of Rs. 5 Crores is proposed to be transferred to the General Reserve. DIVIDEND: Your Directors are pleased to recommend a dividend at 5% (Rs. 0.05 per equity share of Re. 1/- each) for the financial year ended 31st March 2011. The total cash outflow on account of equity dividend payments including distribution tax will be Rs.3,66,47,822/- (Including Dividend Tax of Rs. 52,19,869/-) (Previous year Rs. 1,69,50,766/-). SUBSIDIARY COMPANY: NC Middle East FZE a Wholly Owned subsidiary of Nissan Copper Limited in UAE (Ajman Free Zone) was established on , 8th April, 2010 for the purpose of General trading, Import & Export of Copper & Copper Products. The Accounts are audited by M/s KSI Shah & Associates Chartered Accountants Dubai - U.A.E. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 respectively has granted a general exemption from compliance with Section 212 of the Companies Act, 1956 i.e. attaching the Balance Sheet and Profit & Loss Account of the Subsidiary Company, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements. 10
Copper in liquid form is used as a wood preservative. It helps in restoration of original structures that are damaged due to dry rot.
Completed GDR of Rs.100 crores & listed its Depository Receipts at Luxembourg Stock Exchange. The Company has allotted 8,87,90,000 Equity shares out of 23,30,00,000 convertible Equity Warrants of Re.1/- each to Promoters & Non Promoters on preferential basis as on 13th November 2010.
2,50,00,000 8,87,90,000
Rs.10/-
** Subdivision of Equity Shares of the Company having face value of Rs.10/- each into Ten Equity Shares of Re.1/- each effective from 28th September 2010. QUALITY: The Company is committed to continue in its endeavor in terms of maintenance of Quality and International Standards. We have continued our journey towards excellence with a crucial focus on Quality and Productivity with significant investment in quality programs. The Company was assessed for ISO 9001:2008 and ISO 14001:2004 and was successfully registered with their prestigious certification as on 18th September, 2009 and 27th May, 2010, respectively. During the year under review, the Company has successfully conducted surveillance audit in the continual requirement for maintenance of the aforesaid certifications. FIXED DEPOSITS: The Company has not accepted any deposit within the purview of section 58A of the Companies Act, 1956 during the year under review. DIRECTORS: The Board of Directors of a Company provides leadership and strategic guidance, objective judgment, independent of management to the Company and exercise control over the Company, while remaining at all times accountable to the shareholders. In accordance with the provision of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Shailesh H. Shah and Mr. Atul S. Mardia retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. CORPORATE GOVERNANCE: Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by SEBI. With a view to strengthening the Corporate Governance framework, the Ministry of Corporate Affairs has issued a set of Voluntary Guidelines in December 2009 for adoption by the Companies. Your Company already complies with some of the provisions of these Voluntary Guidelines and has initiated appropriate action to comply with other requirements. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholders information and auditors certificate on its compliance, forms a part of this Annual Report. CONSOLIDATED FINANCIAL STATEMENTS: The Consolidated Financial Statements for the year ended 31st March, 2011 have been prepared in accordance with the
Copper was selected as the canister material of choice in the Swedish national program for nuclear waste disposal.
11
12
Copper and its alloys are the most common materials used in lightning protection. Scores of lives and billions of dollars in property could be saved against lightning with protection systems made from Copper.
During the year under review, the management has duly considered and has taken appropriate action on the recommendations made by the Internal Auditors. The audit committee members reviewed and discussed in detail the scope of audit and audit schedule. Your Company shall be immensely benefited from their appointment. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT: Managements discussion and analysis report for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in separate section forming part of the Annual Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO: The particulars pursuant to requirements under section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is given in the annexure of the report. CORPORATE SOCIAL RESPONSIBILITIES (CSR): As a concerned Corporate Citizen, your Company believes that CSR initiatives are a way to pay back societal debt and obligations. Your Company does not see CSR as a charity; not even as a responsibility, but as an opportunity to change and your companys activities are determined by the concept of Changing Lives. Your company is constantly endeavored to improve the quality of life of the communities and to bridge the gaps in society and help transform communities around the workplace. We believe that: The brands that will be big in the future will be those that tap into the social changes that are taking place. PARTICULARS OF EMPLOYEES: The Ministry of Corporate Affairs has notified Companies (Particulars of Employees) Amendment Rules, 2011 vide GSR 289 (E) dated 31.03.2011 raising the limit of employees salary to be disclosed in the Directors Report. The employees salary limit has been raised from Rupees Twenty-four Lakhs per financial year or Rupees Two Lakhs per month to Rupees Sixty Lakhs per financial year or Rupees Five Lakhs per month. As on date, none of the employees of the Company fall within the purview of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011. APPRECIATION: The Board of Directors expresses their deep gratitude for the co-operation and support extended to your Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation. For and on behalf of the Board, sd/Sanjay S. Mardia Chairman Place: Mumbai Date: 28th May 2011
High performance Copper alloys are used in helicopters, jet planes, and all types of spacecraft.
13
(d)
FORM A
Particulars Current Year Previous Year 1. Electricity (a) Purchased Units (KWH) 32,39,421 30,07,894 Total Amount (Rs.) 1,26,84,491 1,27,68,909 Rate per unit (Rs.) 3.92 4.25 (b) Own Generation (D.G. Set) Units (KWH) 4,53,041 47,545 Total Amount (Rs.) 29,70,543 2,70,689 Units per ltr. Of Diesel 6.26 6.26 Rate per unit (Rs.) 6.56 5.69 2. Gas Kilogram 1,24,830 1,82,133 Total Amount (Rs.) 56,02,104 65,93,882 Rate per Kilogram (Rs.) 44.88 36.20 3. Energy consumption cost per unit of production 2.72 2.11 * Gas includes LPG & Nitrogen gas. The Company manufactures a wide range of products and the consumption of energy will vary significantly depending upon the actual product mix for the period. B. TECHNOLOGY ABSORPTION: Disclosure of particulars with respect to Technology Absorption as per Form B
Copper and Copper alloys play an important role in all NASA space flights.
14
FORM B
1. Research and Development (R & D): (i) Specific area in which R & D carried out by the Company The Company is developing and introducing various new sizes, designs and pattern of copper pipe under its continuous R & D programs as per changing market needs. (ii) Benefit derived as a result of the above R & D: (a) The quality of products of the company has improved and showed marked improvement in its desired properties. (b) Burning loss during melting of copper scrap reduced substantially. (c) The R & D activities resulted into development of new designs and products and also acceptability of the products in the market. (iii) Future plan of Action: (a) Continuation of the measures already initiated by the company. (b) Introduction of more process control and detailed quality control as well as cost reduction techniques. (c) Development of new value added products. (d) Technology upgradation and modernization. (iv) Expenditure on R & D:
The Company does not account for R&D expenses separately but treat them as revenue expenses and accounts in respective head of revenue accounts. There was no capital expenditure incurred on imported technology during the year. 2. NISSCOP Efforts in brief made towards technology absorption, adaptation and innovation (i) The Company has been developing in house modification/improvement in process technology in its various manufacturing sections, which when and if found suitable have been integrated in the manufacturing process. (ii) These have been resulted in improving efficiency, quality & design of the Companys products. FOREIGN EXCHANGE EARNINGS AND OUTGO: The information of foreign exchange earning & outgo is as follows. (Rs. In Lacs) Sr. No. (A) (B) (C) (D) (E) (F) (G) (H) Particulars C.I.F. Value of Exports C.I.F. Value of Imports Foreign Travelling Expenses Import of Machinery GDR Expenses Remittance to NC Middle East FZE (Loans & Advance) Interest receivable on Loan to NC Middle East FZE Investment in NC Middle East FZE (Wholly owned subsidiary) 2010-2011 139.22 2,066.72 24.14 2,626.64 357.90 7,728.61 61.61 22.84
C.
The efforts are being made to enhance export & Foreign Exchange Earnings. For and on behalf of the Board, Place: Mumbai Date: 28th May, 2011
Apollo 11 had a Copper-based lunar module-to-earth communications system. This enabled the astronauts to keep in touch with Earth during the voyage.
Threats
16
Challenges Large imbalance between Indias smelting/ refining capacity and its limited production capacity in copper mining. In 2010, Indias copper refining capacity was more than 1 mm tonnes of copper. The copper ore production in India for fiscal 2010 was 3.2 mm tonnes. India accounts for 3% of the global output but still has to depend completely on the copper ore imports. The lack of sufficient supply of domestic copper ore has resulted in Custom smelters relying on imported copper concentrate to feed the domestic demand. [Source: Ministry of Mines] 3. PERFORMANCE: During 2010-11, the Company sold 7,389.928 tonnes of Copper & other related Products as against 5,353.605 tonnes in 2009-10, achieving a growth of 38.04 % of Copper & other related Product. 4. FACTORS INFLUENCING COPPER MARKET AND PRICES 5. Copper prices in India are fixed on the basis of the rates that rule on LME and Rupee & US Dollar exchange rate. The fluctuation in US Dollar is a major issue. Economic growth of the major consuming countries such as China, USA, Japan, Germany, India etc. Growth and development in the Infrastructure, Power Sector, Real-estate, Telecom and Electrical Industry. Natural calamities such as earthquakes and floods affect the production in mines and transportation thereby affecting the supply. Quality of ores.
FUTURE OUTLOOK The Indian Economy has shown remarkable resilience. The overall growth of Gross Domestic Product (GDP) at factor cost at constant prices, as per Advance Estimates, was 8.6 per cent in 2010-11 representing an increase from the revised growth of 8.0 per cent during 2009-10, according to the Advance Estimate (AE) of Central Statistics Office (CSO). The growth rate of 8.6 per cent in GDP during 2010-11 has been due to the growth rates of over 8 per cent in the sectors of manufacturing, construction, 'trade, hotels, transport and communication', 'financing, insurance, real estate and business services'. Agricultural sector registered a growth rate of 5.4 per cent. The non-ferrous metals industry constitutes an important part in the Indian Economy. The industry fulfills the requirements of a broad range of leading sectors like automobile and automotive parts, infrastructure, engineering, electronics, construction, packaging etc. Year 2010-11 2011-12 Economic Growth 8.5% year-on-year 9 + -0.25% 8.2% Around 8% * Note : Finance Ministry to lower estimate in survey. Source: Economic Survey for 2010-11 and 13th Finance Commission. Projected in/ by Economic Survey World Bank Reserve Bank of India
Copper wires allow electric current to flow without much loss of energy.
17
18
Copper is biostatic which means bacteria will not grow on its surface. Copper and Copper alloy doorknobs protect against the transfer of diseases in hospitals.
2010-11 29,905.91 58% 3,359.47 470.87 1,170.46 1,718.13 463.88 1,254.26 6,285.59 14,128.77 5,383.36 0.23 0.32 4.76 0.86
2009-10 18,879.59 30% 2,418.99 406.92 803.48 1,208.60 295.93 912.66 2,897.69 5,383.36 8,593.31 0.60 0.85 6.52 2.97
9.
MATERIAL DEVELOPMENT ON HUMAN RESOURCES / INDUSTRIAL RELATIONS The biggest strength of the Company has always been its people. Only with their participation we have managed to achieve a healthy work culture, transparency in working, fair business practice and a passion for efficiency. The Company follows a unique, home grown philosophy of allowing people to set their own targets and give them the freedom to achieve them: I can. This philosophy has spread across all our employees and has been a constant source of motivation for our people. Further, to enhance their skills and enrich their experience, the Company provides continuous training. This includes workshops, courses, seminars and visit to the Companys plants. Of late, we have also started in-house conferences for various disciplines. Employees from all our offices are invited to participate. It is a useful forum for sharing experiences, ideas, innovations and developmental work undertaken in their respective work places. From the beginning, we have followed a progressive policy of taking keen interest in the well-being and progress of our people. All of this, we believe, has nurtured a strong sense of belonging among our people. CAUTIONARY STATEMENT Statement in the Management discussion & analysis describing the Companys objectives, projections, estimates & exceptions may be forward looking statements within the meaning of applicable securities laws & regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the companys operations include economic conditions affecting demand/ supply and price conditions in the domestic & overseas markets in which the company operates changes in the Government regulations, tax laws & other statutes & other incidental factors. For and on behalf of the Board Place: Mumbai Date: 28th May 2011 sd/Sanjay S. Mardia Chairman 19
A mobile phone contains about 16 grams of Copper and a computer contains about 0.7 kg of Copper.
MANDATORY REQUIREMENTS: BOARD OF DIRECTORS: Composition of Board: The total Strength of the Board at present is 6 Directors; consisting of 3 Executive Directors, including the Chairman and 3 Non- Executive & Independent Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreement. The composition of Board of Director is as follows: Sr. Name of the Director Category No.
Directorship* and Chairmanship/ Membership** of Board Committees in other public Limited Indian Companies
Director 1 2 3 4 5 6 Mr. Sanjay S. Mardia Mr. Ratanlal S. Mardia Mr. Atul S. Mardia Mr. Shailesh H. Shah Mr. Praveen H. Shah Mr. Nitin Mehta Promoter & Executive Chairman Promoter & Managing Director Promoter & Whole-time Director designated as Executive Director Independent and Non- Executive Director Independent and Non- Executive Director Independent and Non- Executive Director Nil Nil Nil Nil Nil Nil
Committee Committee Member Chairman Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil
(*) Private Limited Companies, Foreign Companies, Companies under Section 25 of the Companies Act 1956 and Alternate Directorship are excluded for the above purpose (**) This includes the Chairmanship/ Membership of Audit Committee and Shareholder/Investor Grievance Committee of all public Limited Companies
20
Coppers superior thermal and electrical conductivity, combined with its 100% recyclability make Copper a truly green material perfect for building a sustainable world.
Investor Grievance cum Share Transfer Committee The Investor Grievance Committee specifically monitors expeditious redressal of Shareholders & Investor Complaints received from Stock Exchanges, SEBI, ROC, etc. relating to transfer/transmission of shares, non- receipt of Dividends, non-receipt of annual reports, dematerialization of shares and other investor related matter. The Committee also monitors transfer and transmission of shares and split and consolidation of share certificates. During the year, four meetings were held on 28.05.2010, 12.08.2010, 13.11.2010 and 08.02.2011. Mr. Hiresh S. Luhar, attended the meeting as the Chief Financial Officer and Ms. Payal Garg, Company Secretary acted as a Secretary to the Committee.
Sustainable mining practices and 100% recyclability add to the value and importance of Copper.
21
During the year the company had received 3 complaints from the shareholders and the same was resolved. 3. Remuneration Committee (non-mandatory) Although it is non-mandatory recommendation under Clause 49 of the Listing Agreement, the Company has constituted Remuneration Committee to review and recommend the remuneration payable to the Executive Director based on their performance and defined assessment criteria. The remuneration committee is constituted in confirmation with the recommendation under Clause 49 of the Listing Agreement as under: Name Mr. Praveen H. Shah Mr. Shailesh H. Shah Mr. Nitin Mehta Designation Independent Director Independent Director Independent Director Position Chairman Member Member
No Remuneration Committee meeting was held during the year. The details of remuneration paid to Executive Directors during the financial year 20102011 are given below: Particulars Mr. Sanjay S. Mardia, Chairman Mr. Ratanlal S. Mardia, Mr. Atul S. Mardia, Managing Director Whole-time Director designated as Executive Director 48,00,000 Nil 48,00,000 48,00,000 Nil 48,00,000
Basic Salary (Rs.) Commission @ 5% of Net Profit Basic Salary Total (Rs.) (p.a.)
Details of shares of the Company held by the Executive & Non-Executive Directors as on 31st March 2011 are as follows: Name Ratanlal S. Mardia Sanjay S. Mardia Atul S. Mardia Praveen H. Shah Shailesh H. Shah Nitin Mehta No. of shares held in the Company 7,13,30,000 2,76,27,380 5,30,000 0 0 0 % to the total capital 11.35 4.40 0.08 0 0 0
The Company has not paid any remuneration or sitting fees to the Non-Executive Directors.
22
Copper is by far the best low-cost conductor of electricity, so it is widely used for electrical cables.
2007-2008 Umbergaon Club & Resort Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171
08/9/2008
11.00 A.M.
2008-2009 Umbergaon Club & Resort Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171 2009-2010 Umbergaon Club & Resort Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171
20/7/2009
11.00 A.M.
b) Year
Details of Extra Ordinary General Meeting held during the last three years are as under: Venue of the meeting Date Time Details of Resolution passed
2008-2009 Umbergaon Club & Resort Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171
19/07/2008 11.00 A.M i Increase in Authorised Share Capital and Alteration of Memorandum of Association. ii Alteration of Articles of Association. iii Issue of fully Convertible Equity Share Warrants on Preferential Basis. 14/05/2009 11.00 A.M i Increase in Authorised Share Capital and Alteration of Memorandum of Association. ii Alteration of Articles of Association. iii Issue of fully Convertible Equity Share Warrants on Preferential Basis. 12/02/2010 11.30 A.M i Increase in Authorised Share Capital and Alteration of Memorandum of Association. ii Alteration of Articles of Association. iii Issue of Global Depository Receipt (GDR) iv Increase in Investment Limit U/S 372a v Increase in the limit of FII Investment. 16/09/2010 11.00 A.M. i Alteration of Articles of Association ii Subdivision of the Equity shares of the Company having face value of Rs.10/- each into Ten Equity Shares of Re.1/- each. 23
2009-2010 Umbergaon Club & Resort Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171
2009-2010 Umbergaon Club & Resort Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171
2010-2011 Umbergaon Club & Resort Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171
Copper has the atomic number 29, an atomic mass of 63.546 and melts at 1083C.
2 3 4 5
6 7
The high conductivity of Copper makes it a perfect material for the core of electrical cables.
25
9 10
11
12
Registrar & Share Transfer Agent: Bigshare Services Pvt. Ltd E-2/3,Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri East,Mumbai - 400 072. Tel No.40430200 / 28470652, Fax No. 28475207. Email-ansar@bigshareonline.com, website - www.bigshareonline.com Business Hours : Monday to Friday (10 a.m. to 4 p.m) Contact Person : Mr. Ansar Shaikh "Our Registrar & Transfer Agent M/s Bigshare Services Private Limited recently launched Gen - Next Investor Module i'Boss the most advanced tool to interact with shareholders. Please login into i'Boss (www.bigshareonline.com] and help them to serve you better." Stock Market Data As Annexure A
14 15
Share Transfer System: Transfer of Shares in physical form are effected and share certificates are dispatched within an average period of 15-20 days from the date of the receipt of request, provided the relevant documents are complete in all respects. With a view to expedite the process of Share Transfers, committee of the Company have been severally authorised to approve the valid applications for transfer, which have been duly processed and scrutinized by the Registrar & Share Transfer Agent. The said officers of the Company attend to the Share Transfer activities atleast once in fortnight.
16
ECS Mandate: Under ECS, shareholders get an option to receive dividend directly into their bank accounts rather than receiving the same through dividend warrants. Shareholders holding shares in physical form, who would like to avail of this facility, are requested to send the ECS mandate to the Companys R & TA. Shareholders holding shares in electronic form (demat form) are requested to give the ECS mandate to their Depository Participants directly. Distribution of Shareholdings & Shareholder Pattern as on 31st March, 2011: Annexure B is attached Dematerialization of Shares & Liquidity as on 31st March, 2011 Physical Form 140 NSDL 482,881,922 Demat Form 628,558,910 CDSL 145,676,988
17 18
26
Copper is so ductile (easily stretched) that a Copper rod as thick as a finger can be stretched out thinner than a human hair.
19
Nomination Facility: Pursuant to the provisions of Section 109A of the Companies Act 1956, Shareholders are entitled to make nominations in respect of shares held by them. Shareholders holding shares in physical form & desirous of making nominations are requested to send their requests to the Companys RTA. Shareholders holding Shares in electronic form (demat form) are requested to give their nomination request to their respective Depository Participant directly. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity: (a) GDRs: Outstanding GDRs as on 31st March, 2011 represent 25,00,00,000 Equity Shares constituting 39.77% of the paid-up Equity Share Capital of the Company. Each GDR represents five underlying equity shares in the Company. The GDRs are listed at Luxembourg Stock Exchange. The Bank of New York Mellon is the Depository and HSBC is the Custodian of all the Equity Shares underlying the GDRs issued by the Company. The proceeds from the offering are being used to explore and expand new markets in Middle East and North Africa (MENA) region by investing in our subsidiary company NC Middle East FZE which also acts as our export hub for targeting the western markets from UAE. (b) Conversion of Warrants: Out of 2,33,00,000 Equity Share Warrants, 1,44,21,000 Equity Share Warrants were converted to Equity Shares on 16th March, 2010 and the balance 88,79,000 Equity Share Warrants were converted into 8,87,90,000** Equity Shares of Re.1/- (Rupee One Only) at a premium of 0.40p (Forty Paise Only) as on 13th November, 2010. (**Equity Shares of the company having face value of Rs.10/- each were subdivided into Ten Equity Shares of Re.1/- each as on 28th September, 2010.)
20
21
Plant Location: Unit 1: J/20 G.I.D.C. Umbergaon, Gujarat - 396171 Unit 2: Survey No. 168/2,/1 Village Rudana, Khanvel, Silvassa 396 230 Shareholders/ Investors Correspondence: Share holders can address their Correspondence to the following: 1. Bigshare Services Pvt. Ltd E-2/3,Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri East,Mumbai - 400 072. Tel No.40430200 / 28470652, Fax No. 28475207. Email-ansar@bigshareonline.com website - www.bigshareonline.com 2. Ms. Payal Garg Company Secretary Nissan Copper Limited, Office No. 903-906, 9th Floor, Raheja Chambers, 213 Nariman Point, Mumbai 400021 Telephone No : 022 4302 4000-49 Fax No. : 022 2283 3889 Email Address : query@nissancopper.com/payal@nissancopper.com
22
23
E-Communication Mode: Members can register their email addresses for receiving communication from the Company in electronic mode by sending an email to nissancopper@nissancopper.com However, the same email address can be used by the members to keep the Company informed as and when there is any change in the e-mail address. In respect of electronic holdings, members can also register/update their email addresses with the Depository or Bigshare Services Pvt. Ltd (R&TA).
Brasses and Bronzes are probably the most well-known families of Copper-base alloys.
27
* Data is for the period from 01/04/2010 to 26/09/2010 as the Face Value of the Shares Split from Rs.10/- to Re.1/- as on 27/09/2010
*Data is for the period from 01/04/2010 to 26/09/2010 as the Face Value of the Shares Split from Rs.10/- to Re.1/- as on 27/09/2010
High Price Low Price No. of Shares 4.50 3.70 1,36,84,559 4.20 3.51 1,35,28,779 4.80 2.88 3,26,37,106 3.85 2.95 68,92,417 3.42 2.75 30,44,906 3.12 2.62 31,51,341 2.93 2.25 28,18,933
High Price Low Price No. of Shares 4.20 3.70 1,78,15,573 4.20 3.55 1,25,75,165 4.75 2.90 2,82,47,252 4.00 2.95 73,00,577 3.45 2.75 38,91,327 3.10 2.65 46,80,579 2.90 2.25 35,87,870
**Data is for the period from 27/09/2010 to 31/03/2011 as the Face Value of the Shares Split from Rs.10/- to Re.1/- as on 27/09/2010
**Data is for the period from 27/09/2010 to 31/03/2011 as the Face Value of the Shares Split from Rs.10/- to Re.1/- as on 27/09/2010
SHARE HOLDING PATTERN Equity Share Holding Pattern as on 31st March 2011 Category of Shareholders A. Shareholding of Promoter and Promoter Group 1. Promoters - Indian Promoters - Foreign Promoters Sub Total (A) B. Public Shareholding 2. Institutions FIIs/Financial Institutions/Banks 3. Non Institution - Private Corporate Bodies - Indian Public - NRIs (Repat) - Overseas Corporate Bodies - Clearing Members - Employees Sub Total (B) Grand Total (A+B+C) No. of shares held
ANNEXURE B % to Total
19,92,07,300 0 19,92,07,300
31.69% 0 31.69%
28
No. of shareholders 18,051 1,644 726 318 127 138 183 185 21,372
% of shareholders 84.46 7.69 3.40 1.49 0.59 0.65 0.86 0.87 100
No. of shares 2,63,03,514 1,37,97,181 1,13,18,111 82,18,441 45,48,086 65,13,927 1,34,41,200 54,44,18,590 62,85,59,050
% of shareholding 4.19 2.20 1.80 1.31 0.72 1.03 2.14 86.61 100
29
Risk assessment and management is an ongoing process within the organization. Over the years the Company has encountered several risks such as inflation, high volatility of copper prices, demand/supply dynamics and concerns such as issue of substitution, competitive pricing strategy etc. during the process of its business. While the Company has taken several steps to defy and alleviate these, it has maintained the quality and standard of the products. Now with the Subsidiary, the Company has compliance obligations with diverse rules and regulations. In the current scenario any unforeseen changes whilst the major concern being the political unrest in the Middle East and North Africa can expose the Companys business. To limit such exposures, the Subsidiary Company operates primarily in a country where investment, business, legal framework etc. are in place. For any new investments, country risk evaluations are conducted as part of investment assessment. The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures, periodical review and seeks to minimise any adverse consequences through appropriate sales contracting strategies and tighter procurement and working capital management. The Company has adequate system of Internal Control to ensure reliability of financial and operational information and compliance with statutory / regulatory compliances. The validation of adequacy of internal process is done by the Internal Audit Department and reviewed by the Statutory Auditors. Chief Executive officer(CEO)/ Chief Financial Officer (CFO) Certification is enclosed as Annexure I
The CEO/ CFO Certification of the financial statements for the year is enclosed as Annexure II Secretarial Audit:
A qualified Practicing Company Secretary carried out secretarial audit to reconcile the total admitted Capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and Listed Capital. The Secretarial Audit Report confirms that the total issued / paid up capital is in agreement with the total number of Shares in physical form and the total number of dematerialized shares held with NSDL & CDSL. ANNEXURE I ANNUAL CERTIFICATION BY CHIEF EXECUTIVE OFFICER/MANAGING DIRECTOR PURSUANT TO CLAUSE 49 I D (II) OF THE LISTING AGREEMENT: As the Chief Executive officer/Managing director of Nissan Copper Limited and as required pursuant to Clause 49 I D (ii) of the Listing agreement, I hereby declare and certify that all the Board members and senior management personnel of Nissan Copper Limited have affirmed compliance with the code of conduct adopted by the Company for the year 2010-11. For Nissan Copper Limited sd/Ratanlal S. Mardia Managing director
30
Copper is sometimes combined with nickel (e.g. cupronickel and monel) to make a corrosion resistant material that is used in shipbuilding.
31
ANNEXURE III
We have examined the compliance of conditions of corporate governance by Nissan Copper Limited for the year ended on 31st March 2011 as stipulated in clause 49 of the Listing Agreement of the said Company with the stock exchanges in India. The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit not an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that Company has complied with the conditions of corporate governance as stipulated in the above mentioned Listing Agreement. As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that the Share Transfer Agent of the Company have maintained records to show the Investors Grievances against the Company and have certified that as on 31st March 2011 there were no investor grievances remaining unattended/pending for more than 30 days. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For R. C. Jain & Associates. Chartered Accountants FRN No. : - 103952W sd/R. C. Jain Partner Place : Mumbai Date : 28th May 2011
32
For Copper, energy consumption depends on several factors, including quality of ore, the type of energy used and the losses involved.
2.
3.
4.
Copper is used in Copper wire, electromagnets and electrical relays and switches.
34
Copper finds many uses, either in the form of pure Copper or its alloys or compounds in many Industries for a variety of purposes.
5.
Copper is obtained by several processes like smelting, leaching and electrolysis of the Copper sulfides, carbonates and oxides.
9.
18.
19.
36
21.
Copper cathodes are also used for making alloys like brass, bronze and alloy steel, with applications in defense and construction.
37
2,041,436,135
828,104,963 43,939,000
811,414,423 16,455,979
1,038,911,597 2,284,221
525,765,790 2,500,000
162,413,198 3,558,947,188
12,712,691 1,700,846,100
Significant Accounting Policies & Notes forming part of the Accounts P Schedules referred to above and notes attached thereto form an integral part of the Balance Sheet. As per our Report of even date For R.C. JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/R.C. Jain Partner Place : Mumbai Date: 28th May, 2011 For and on behalf of the Board sd/sd/Sanjay S. Mardia Ratanlal S. Mardia Chairman Managing Director
38
Copper rods are currently used primarily for power and communication cables, transformers and magnet wires.
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011
Schedule Income Sales & Services Other Income Increase/(Decrease) in Stock Total Expenditure Materials & Manufacturing Expenses Personnel Expenses Sales & Distribution Expenses Administration Expenses Interest & Finance Charges Excise Duty Depreciation Total Profit before taxation Less : Provision for taxation Deferred taxes Income Tax Profit after tax Balance Brought forward from last year Amount available for appropriations Appropriations General Reserve Proposed Dividend on Equity Shares Corporate Tax on Proposed Dividend Surplus carried to Balance Sheet Total Significant Accounting Policies & Notes forming part of the Accounts Earning per Share - Basic & Diluted (Rs.) P 0.23 0.60 50,000,000 31,427,953 5,219,869 169,261,536 255,909,358 40,000,000 14,488,453 2,462,313 130,483,608 187,434,373 K L M N O 2,437,816,549 38,528,646 4,305,394 70,701,935 117,046,344 141,618,568 47,087,034 2,857,104,470 171,813,250 303,152 46,084,348 125,425,750 130,483,608 255,909,358 1,657,579,765 28,889,449 3,315,939 23,608,896 80,347,676 93,181,384 40,691,567 1,927,614,676 120,859,606 (1,397,475) 30,990,599 91,266,482 96,167,891 187,434,373 31ST MARCH, 2011 Rupees 2,990,590,805 47,508,087 (9,181,172) 3,028,917,720 31ST MARCH, 2010 Rupees 1,887,959,121 11,135,853 149,379,307 2,048,474,281
I J
Your Company has subdivided its equity share of the face value of Rs. 10/- (Rupees Ten) each into Ten equity shares of the face value Re. 1/- (Rupee One) each. The face value of Paid up share Capital for the corresponding previous year ending 31st March 2010, is also considered at Re.1/- per share for the purpose of comparison of EPS. Schedules referred to above and notes attached thereto form an integral part of the Profit & Loss Account As per our Report of even date For R.C. JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/R.C. Jain Partner Place : Mumbai Date: 28th May, 2011 For and on behalf of the Board sd/sd/Sanjay S. Mardia Ratanlal S. Mardia Chairman Managing Director
Copper pipes for plumbing are made to hard tempers according to relevant standards for usage and have excellent pressure handling capacities.
39
700,000,000
600,000,000
628,559,050
289,769,050
189,299,303
99,052,060 40,000,000
139,052,060
268,800,245 785,516,000
211,116,245 57,684,000
663,154,674
333,503,295
825,519,097 2,925,261
476,079,756 1,831,372
1,491,599,031
811,414,423
24,677,136 24,677,136
16,455,979 16,455,979
40
Copper is best suited technically for internal concealed plumbing, and can be concealed for both hot and cold-water applications.
Leasehold Land Freehold Land Factory Buildings/Sheds Plant & Machinery Electrical Installation Dies & Tools Furniture & Fixture Laboratory Equipments Computers, Printers Office Equipments Vehicles TOTAL Add: Capital Work in Progress TOTAL Previous Year Add: Capital Work in Progress TOTAL
DeducUpto As on For The -tions 31.03.11 31.03.2010 Year 275,456 46,761,815 211,719,291 16,470,069 9,048,139 4,600,832 316,467,336 113,983,406 26,249,728 63,872,711 10,140,392 4,617,782 31,361,031 19,126,588 3,670,333 2,021,324 925,032 166,317 5,467,891 1,771,383 511,262 2,796,248 1,327,723 497,125 1,811,560 407,928 156,699 49,308 15,457,051 6,157,530 2,169,648 4,650,140 698,011,714 170,310,052 47,087,035 291,438,019 555,394,805 296,088,159 1,253,406,519 170,310,052 47,087,035 1,273,534 405,872,726 130,681,699 40,691,567 289,910,036 1,273,534 695,782,762 130,681,699 40,691,567
Note: None of the Fixed Assets has been revalued during the year
31ST MARCH, 2011 Rupees Rupees SCHEDULE ' F ' - INVESTMENTS Long Term, other than trade (At Cost) Quoted Investment in wholly Owned Subsidary (Previous Year -2,500,00 Units of UTI Infrastructure Advantage Fund of Rs. 10/- each) TOTAL SCHEDULE ' G ' - CURRENT ASSETS, LOANS AND ADVANCES INVENTORIES (As valued and certified by the management) Raw Materials Work In Process Finished Goods Consumables SUNDRY DEBTORS (Unsecured, Considered Good unless otherwise stated) Over Six Months Others CASH & BANK BALANCES Cash on hand Balance with Scheduled Banks : In Current Accounts In Fixed Deposit Account (Fixed Deposit receipts of Rs.47,513,049.29/- (Previous Year Rs. 2,95,02,259/-) deposited with the Bankers towards margin against guarantees/letter of credit facilities to the company)
2,284,221 2,284,221
2,500,000 2,500,000
508,256,642
407,988,414
1,133,007,216
597,866,426
287,684,010
57,169,270
Copper is one of the best and safest conductors of electricity and has replaced aluminium in all areas including house wiring.
41
1,299,170,789 3,228,118,657
600,244,699 1,663,268,808
734,690,714
431,092,823
138,089,771 872,780,485
72,308,367 503,401,189
SCHEDULE ' I ' - OTHER INCOME Interest Income Rebate & Discounts Miscellaneous Income Profit on trading in future Loss on trading in MCX Profit on Sale of Assets Exchange Rate Fluctuation (Net) SCHEDULE ' J ' - INCREASE / (DECREASE) IN STOCK Stock at close: Work in Process Finished Goods Less: Stock at commencement: Work in Process Finished Goods
249,194,842
258,376,014
258,376,014 (9,181,172)
108,996,707 149,379,307
SCHEDULE ' K ' - MATERIALS & MANUFACTURING EXPENSES Cost of Materials Consumed/Sold Opening Stock Add : Purchases Less : Closing Stock 149,612,399 2,500,898,245 2,650,510,644 255,087,796 23,95,422,848 142,627,799 1,623,969,745 1,766,597,544 149,612,399 1,616,985,145
42
Copper in form of metal and as a pigmented salt is used to make decorative art like statutes and sculptures.
Manufacturing Expenses Processing Charges Power & Fuel Other Manufacturing Expenses Repairs & Maintenance - Plant & Machinery - Building - Others Freight, Clearing and Handling Expenses TOTAL SCHEDULE ' L ' - PERSONNEL EXPENSES Salaries, Wages, Bonus & Allowances Contribution to Provident & other Funds Workmen & Staff Welfare Expenses TOTAL SCHEDULE ' M ' - SALES & DISTRIBUTION EXPENSES Brokerage, Commission & Discounts Sales Promotion Expenses Advertising & Publicity Expenses Freight outward & Forwarding Charges TOTAL
42,393,701 2,437,816,549 34,797,985 2,160,806 1,569,855 38,528,646 383,421 2,254,533 322,858 1,344,582 4,305,394
40,594,620 1,657,579,765 27,552,337 654,994 682,118 28,889,449 764,938 2,219,022 241,828 90,151 3,315,939
SCHEDULE ' N ' - ADMINISTRATION EXPENSES Legal & Professional Fees Insurance Charges Auditors Remuneration Travelling & Conveyance Expenses Vehicle Maintenance Expenses Rent Rates and Taxes Postage & Telephone Expenses Printing & Stationery Other Expenses Forward Contract Cancellation (Profit/Loss) Loss on Trading in MCX & Future Preliminary Expenses Written off TOTAL SCHEDULE ' O ' - INTEREST & FINANCE CHARGES Interest - Term Loan - Others Bank Charges & Commission TOTAL 24,317,744 2,224,997 882,400 3,937,726 2,947,009 9,156,934 11,432,005 1,814,765 806,320 7,098,112 352,342 5,731,580 70,701,935 3,660,660 2,752,784 700,000 608,384 2,918,693 229,817 2,875,780 1,617,851 848,255 4,863,005 406,746 2,126,921 23,608,896
293,983 91,938,118
2,380,531 63,083,459
43
44
45
Note: Fees for certification & other services provided by the auditor of Rs. 9.02 lacs are included in Legal & Professional Fees under Schedule N. The above mentioned Audit Fees includes Rs 0.55 lacs relating to Internal Audit Fees. 5. Remuneration to directors 2010-11 Salary & Allowances Commission Total 144.00 144.00 (Rs. in Lacs) 2009-2010 54.00 54.00 108.00
6. Sundry Creditors include amount due to Small Scale and ancillary Industrial Undertakings Rs. 4.16 Lacs (Previous year Rs. 14.29 lacs) to the extent such parties have been identified from available information with the Company. The small Scale and ancillary Industrial Undertakings to whom amounts outstanding for more than 30 days: Shree Laxmi Tubes.
46
Copper is also obtained from oxides like cuprite and carbonates like azurite.
2010-11 1,459.92 859.04 6.56 311.58 1,302.75 387.8 432.55 62.06 3,362.34 4,822.26
963.73 1,270.45
Sales 2010-11
M.T
2009-10
M.T
2009-10
M.T
2009-10
M.T
2009-10
M.T
Copper Pipes Copper Mother Tube / Flats / Rod/ Wire Bars/ Sections Copper Ingots / Billet Bars Other Products
15,000 5,400
3,000 1,928.575 2,451.063 2,174.542 1,680.506 5,400 2,278.007 3,034.93 59.664 3.479
10,800 -
515.657
1,314.892 1,933.283
592.664 600.224
112.689 1,840.222
NOTES: (a) Installed Capacity includes 12,000 MT, installed capacity of New Plant -ACR Copper Tube, which was started on a trail run basis during the current financial year. (b) Actual production includes production used for captive consumption and job work for customers. (c) Sale includes traded sale also. (ii) Stocks Class of Goods Copper Pipes Copper Mother Tube / Flats / Rod / Strips / Wire Bars/ Sections Copper Ingots / Billet Bars Other Products (Figures in the bracket relates to previous year)
Copper is critical for proper fetal development.
Opening Stock
M.T.
Closing Stock
M.T.
Rs. in lacs
Rs. in lacs
97.791 512.58 (257.724) (1,127.32) --(--) (--) 22.284 133.38 (89.88) (392.29) --(25.313) (78.79)
47
9. Segment Information (a) The Company deals in Copper Products and is treated as the only segment. (b) Secondary Segment Geographical by Sale Rs. in Lacs) Segment Revenue In India Outside India Total 10.Related Party Information (i) Relationship (a) Individuals Controlling the Enterprise and Key Management Personnel 1. 2. 3. 4. 5. 6. Mr. Sanjay S. Mardia Mr. Ratanlal S. Mardia Mr. Atul S. Mardia Mr. Praveen Kumar H. Shah Mr. Shailesh H. Shah Mr. Nitin Mehta Chairman Managing Director Director Director Director Director 2010-11 2009-10 29,766.69 18,875.61 139.22 3.98 29,905.91 18,879.59
(b) Relatives of Key Management Personnel Mr. Shantilal Mardia Father of Chairman Mrs. Bela S. Mardia Wife of Chairman Mrs. Sunita R. Mardia Wife of Managing Director (c) Enterprises in which key management personnel & their relatives are interested. Danial Investment Private Limited NC Middle East FZE Note: Related party relationship on the basis of the requirements of Accounting Standard 18 (AS-18) as in 1(a), 1(b) & 1(c) above is pointed out and relied upon by the auditors. (ii) Transaction with related parties (Rs. in lacs) Nature of Transaction 2010-11 2009-10 Referred in (i) (a &b) Referred in (i) (c) Referred in (i) (a &b) Referred in (i) (c) Income : Interest 69.14 0.80 Expenses : Remuneration 144.00 108.00 Interest 10.20 0.26 Advertisement Finance & Investment: Loan & Advances Recd. 45.33 1,156.50 7.84 58.82 Loan & Advances Paid 45.33 8,887.51 8.10 58.02 Outstandings : Payable Receivable 7,701.68 Note: The amount of Rs. 7,701.68 shown as outstanding receivable is after adjusting foreign exchange translation reserve of Rs. 88.54
48
Brass and bronze are stronger than Copper; hence, it was used to make weapons such as spear tips, hammers, axes and so on.
12.
Computation of Earning per share (Basic & Diluted) Profit after taxation Weighted average number of Share Outstanding Nominal Value per Share Earning per Share Basic - Diluted
During the year, company has subdivided its equity share of the face value of Rs. 10/- (Rupees Ten) each into ten equity shares of the face value Re. 1/- (Rupee One) each. The Face value of Paid up share Capital for the corresponding previous year ending 31st March 2010 is also considered at Re.1/- per share for the purpose of comparison of EPS. 13. Deferred Tax The break up of net deferred tax asset and liability into major components at the year end is as below: Particulars Liabilities 2010-11 Depreciation Expenses Total Net Deferred Tax Liability 14. 12,34,886.73 12,34,886.73 12,34,886.73 2009-10 9,31,735 9,31,735 9,31,735 Assets 2010-11 2009-10
Legal & Professional fees (Finance) (Refer Schedule N forming part of financial statements) has been increased as compared to last year, as the same has been paid as advisory fees in connection to raising funds for the new project ACR Copper Tube. Sales & Services include Rs. 14,211.10 Lacs (Previous Year - Rs. 6,832.62 Lacs) for traded goods. Balances with Excise / Customs Authorities included Excise duty paid under dispute of Rs. 1,04,68,908/- which is now transferred to expenses since the credit for the same was not received. A search & seizure action u/s. 132(1) was carried out on 17.01.2009. Due to this A.Y. 03-04 to A.Y. 09-10 were covered under Block assessments. Assessments for the respective years were completed and assessment order for the same was received on 31.12.2010. Total Demand raised was of Rs.348,227,165/- which was further reduced to Rs. 280,335,020/- after rectification of the assessment orders u/s 154 of Income Tax Act, 1961. Out of the total demand company has paid Rs. 3 crores. The company has filed an appeal with the CIT (A) for the demand raised for AY 200405 to AY 2009-10 as the company do not agree to the disallowances made in the respective years. So the whole amount raised as demand remains disputed. ACIT, CC- 20 has filed an appeal before the Honble High Court u/s. 260A on 26.04.2010 for the AY 2005-06 in relation to deduction allowed under section 80IB. The outcome of which is still pending. The Honble Income Tax Appellate Tribunal, Ahemadabad pronounced the order for the above said case in the Companys favour. The same matter is also disallowed in the Block Assessment order and thus has not been considered separately as it is shown in Contingent Liability in Point No. 7 of Notes to Accounts.
18.
Many musical instruments, particularly brass instruments, are made out of Copper.
49
As per our Report of even date For R.C. JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/R.C. Jain Partner Place : Mumbai Date: 28th May, 2011
For and on behalf of the Board sd/sd/Sanjay S. Mardia Ratanlal S. Mardia Chairman Managing Director
50
98,182,054 269,995,304
99,262,153 220,121,759
Copper and its alloys, such as brass, are used for jewellery and ornaments.
51
230,514,740 30,383,477 Notes: 1. The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard - 3 on Cash Flow Statement issued by ICAI 2. Profit on trading in futures and Loss on trading in MCX has been adjusted with Trade and other Receivables. 3. Exchange Rate Fluctuation has been adjusted with Trade payables and other liabilities. 4. Previous period's figures have been regrouped and rearranged wherever necessary to confirm to the current year's classification. 5. Figures in the brackets represents outflows.
For and on behalf of the Board sd/Ratanlal S. Mardia Managing Director sd/Sanjay S. Mardia Chairman sd/Payal Garg Company Secretary sd/Hiresh S. Luhar Chief Financial Officer
AUDITOR'S REPORT We have examined above Cash Flow Statement of Nissan Copper Ltd. (the Company) for the year ended 31st March, 2011. The statement has been prepared by the company in accordance with the requirements of Listing agreements Clause 32 with Stock Exchange and is based on and in agreement with the corresponding Profit & Loss Account and Balance Sheet of the Company covered by our report of even date to the members of the Company.
For R.C.JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/(R.C. JAIN) Partner Place : Mumbai Date: 28th May, 2011
52
The Triton-class nuclear submarine uses about 90,000 kilograms (200,000 pounds) of Copper.
Electrically-powered subway cars, trolleys, and buses use 280-4100 kilograms (625-9,200 pounds) of Copper.
53
STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY COMPANIES
1 2 3 4 Name of the Subsidiary Company Date on which it became subsidiary Financial Year of the subsidiary ended on Shares of the subsidiary held by Nissan Copper Ltd on the above dates i) Number & Face value ii) Extent of holding The net aggregate of profits (losses) of the subsidiary company for the financial year, so far as they concern the members of Nissan copper ltd were: i) Dealt with in the accounts of Nissan Copper Ltd for the year ended 31/03/2011 ii) Not dealt with in the accounts of Nissan Copper Ltd for the year ended 31/03/2011 The net aggregate of profits (losses) of the subsidiary company for the previous financial years, so far as they concern the members of Nissan Copper ltd were: i) Dealt with in the accounts of Nissan Copper Ltd for the year ended 31/03/2011 ii) Not dealt with in the accounts of Nissan Copper Ltd for the year ended 31/03/2011 Note : ** NC Middle East FZE was incorporated in the FY 2010-11 As per our Report of even date For R.C. JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/R.C. Jain Partner Place : Mumbai Date: 28th May, 2011 For and on behalf of the Board sd/sd/Sanjay S. Mardia Ratanlal S. Mardia Chairman Managing Director NC Middle East FZE 8th April, 2010 31.03.2011 1 Equity Share of AED 1,85,000/100%
Nil** Nil**
54
Valuable Copper and bronze articles were traded across the world for cloth, furs and food.
2.
3.
4.
5.
Copper is one of the few metals that occur naturally in a pure form.
55
A B C D
2,052,626,388
Less: Current Liabilities & Provisions Liabilities Provisions Net Current Assets Miscellaneous Expenditure (To the extent not written off or adjusted) Preliminary Expenses
162,413,198
Total 3,570,137,442 Notes forming part of Accounts O * The subsidiary company NC Middle East FZE was incorporated in the financial year 2010-11. Hence, comparative figures for previous years are not stated Schedules referred to above and notes attached thereto form an integral part of the Balance Sheet. As per our Report of even date For R.C. JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/R.C. Jain Partner Place : Mumbai Date: 28th May, 2011 For and on behalf of the Board sd/sd/Sanjay S. Mardia Ratanlal S. Mardia Chairman Managing Director
56
About 2% of a Boeing 747-200 jet plane is made from Copper. Included in that weight is 190,000 meters (632,000 feet) of Copper wire.
ANNUAL REPORT 2010-11 CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011
Schedule Income Sales & Services Other Income Increase/(Decrease) in Stock Total Expenditure Materials & Manufacturing Expenses Personnel Expenses Sales & Distribution Expenses Administration Expenses Interest & Finance Charges Excise Duty Depreciation Total Profit before taxation Less : Provision for taxation Deferred taxes Income Tax Profit after tax Balance Brought forward from last year Amount available for appropriations Appropriation General Reserve Proposed Dividend on Equity Shares Corporate Tax on Proposed Dividend Surplus carried to Balance Sheet Total Notes forming part of Accounts Earning per Share - Basic & Diluted (Rs.) * O 0.25 H I 3,313,184,924 41,346,692 21,560,898 3,376,092,514 31ST MARCH, 2011 Rupees
J K L M N
2,772,656,762 38,968,128 4,305,394 71,391,430 117,046,344 141,618,568 47,087,034 3,193,073,659 183,018,855 303,152 46,084,348 136,631,354 130,483,608 267,114,962 50,000,000 31,427,953 5,219,869 180,467,140 267,114,962
The subsidiary company NC Middle East FZE was incorporated in the financial year 2010-11. Hence, comparative figures for previous years are not stated
Schedules referred to above and notes attached thereto form an integral part of the Profit & Loss Account
As per our Report of even date For R.C. JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/R.C. Jain Partner Place : Mumbai Date: 28th May, 2011
For and on behalf of the Board sd/sd/Sanjay S. Mardia Ratanlal S. Mardia Chairman Managing Director
Copper was used as a brazing alloy in the complex tubing of the spacecraft control system.
57
628,559,050
189,283,953
268,800,245 785,516,000
24,677,136 24,677,136
Notes:1. Secured by Equitable mortgage of lease hold Land at GIDC, Umergaon & Freehold land at Khanvel, U.T., D.N.H. and Building constructed on said plots and Hypothecation of Plant and Machineries. 2. Secured by hypothecation of stock of raw materials , semi-finished goods, finished goods, packing materials, stores, spares, book-debts & other current assets and further secured by way of extention of charge over immovable properties of the Company. 3. Further secured by personal guarantees of three Promotor Directors and personal properties of Director & their relatives. 4. Car Loan is secured by hypothecation of the vehicles financed by the bank.
58
Copper is non magnetic and non sparking. Because of this, it is used in special tools and military applications.
Leasehold Land Freehold Land Factory Buildings/Sheds Plant & Machinery Electrical Installation Dies & Tools Furniture & Fixture Laboratory Equipments Computers, Printers Office Equipments Vehicles TOTAL Add: Capital Work in Progress TOTAL Previous Year Add: Capital Work in Progress TOTAL
DeducUpto As on For The -tions 31.03.11 31.03.2010 Year 275,456 46,761,815 211,719,291 16,470,069 9,048,139 4,600,832 316,467,336 113,983,406 26,249,728 63,872,711 10,140,392 4,617,782 31,361,031 19,126,588 3,670,333 2,021,324 925,032 166,317 5,467,891 1,771,383 511,262 2,796,248 1,327,723 497,125 1,811,560 407,928 156,699 49,308 15,457,051 6,157,530 2,169,648 4,650,140 698,011,714 170,310,052 47,087,035 291,438,019 555,394,805 296,088,159 1,253,406,519 170,310,052 47,087,035 1,273,534 405,872,726 130,681,699 40,691,567 289,910,036 1,273,534 695,782,762 130,681,699 40,691,567
SCHEDULE ' F ' - CURRENT ASSETS, LOANS AND ADVANCES INVENTORIES (As valued and certified by the management) Raw Materials Work In Process Finished Goods Consumables SUNDRY DEBTORS (Unsecured, Considered Good unless otherwise stated) Over Six Months Others CASH & BANK BALANCES Cash on hand Balance with Scheduled Banks: In Current Accounts In Fixed Deposit Account (Fixed Deposit receipts of Rs.47,513,049.29/- (Previous Year Rs. 2,95,02,259/-) deposited with the Bankers towards margin against guarantees/letter of credit facilities to the company)
538,998,712
141,344,239 1,313,316,466
1,454,660,705
289,229,511
Copper is by far the best low-cost conductor of electricity, so it is widely used for electrical cables.
59
958,783,480
TOTAL SCHEDULE ' G ' - CURRENT LIABILITIES AND PROVISIONS CURRENT LIABILITIES Acceptances Sundry Creditors Advances Received from Customers Other Liabilities PROVISIONS Proposed Dividend on Equity Shares Corporate Tax on Proposed Dividend Provision for Taxation TOTAL 248,440,310 415,374,647 52,118,066 18,836,987
3,241,672,408
734,770,010
SCHEDULE ' H ' - OTHER INCOME Interest Income Rebate & Discounts Miscllaneous Income Profit on trading in future Loss on trading in MCX Profit on Sale of Assets Exchange Rate Fluctuation (Net) SCHEDULE ' I ' - INCREASE / (DECREASE) IN STOCK Stock at close: Work in Process Finished Goods Less: Stock at commencement: Work in Process Finished Goods
279,936,912
258,376,014 21,560,898
60
Space suits were made with Copper, to dissipate heat from the astronauts' bodies and help them to maintain comfortable body temperatures.
149,612,399 2,835,738,458 2,985,350,857 255,087,796 1,488,227 18,287,470 15,519,034 2,550,149 573,134 3,975,687
2,730,263,061
42,393,701 2,772,656,762 35,237,466 2,160,806 1,569,855 38,968,128 383,421 2,254,533 322,858 1,344,582 4,305,394
24,317,744 2,224,997 961,767 3,937,726 2,947,009 9,376,721 11,432,005 1,814,765 806,320 7,280,825 352,342 5,731,580 207,628 71,391,430
293,983 91,938,118
Oil platforms, coastal power stations, and vessels, tanks, and piping exposed to seawater all depend on Copper's corrosion resistance for protection.
61
NISSAN COPPER LIMITED SCHEDULE O - SIGNIFICANT ACCOUNTING POLICIES & NOTES ON CONSOLIDATED FINANCIAL SATATEMENTS
A. 1. SIGNIFICANT ACCOUNTING POLICIES Basis of preparation of Consolidated financial statements a. The consolidated financial statements relate to Nissan Copper Ltd (Company) and its wholly owned subsidiary company NC Middle East FZE situated in UAE (Ajman Free Zone) which was incorporated during the Financial Year 2010-11, on 8th April, 2010. The proportion of ownership interest as at 31st March, 2011 is 100%. b. The financial statements of subsidiary used in consolidation are audited and drawn up to the same reporting date as that of the parent company i.e. 31st March, 2011. c. The financial statements of the subsidiary are prepared under the historical cost convention and in accordance with International Financial Reporting Standards. 2. Principles of Consolidation a. The financial statements of the company and its subsidiary company have been combined on a line by line basis by adding together the book values of like items of the assets, liabilities, income & expenses, after fully eliminating therefrom intragroup balances and intragroup transactions as per Accounting standard (AS 21) Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. b. While the reporting enterprise may control the foreign operations; the activities of the foreign operations are carried independently without much dependence on reporting enterprise. Hence as per Accounting Standard (AS- 11) Effects of changes in foreign Exchange rates, the foreign operations of the subsidiary have been classified as NonIntegral Foreign Operation. c. The exchange differences arising on monetary items that in substance form part of net investment in Non integral foreign operations have been accumulated in Foreign Currency translation reserve. d. The excess of cost to the parent company of its investment in the subsidiary on the acquisition date is adjusted against the balance of foreign currency translation reserve, subsidiary being non integral foreign operation. e. In case of subsidiary undertaking, being non- integral foreign operations, Assets, Liabilities and Equity are translated at the exchange rate ruling on the balance sheet date. Revenue items are translated at the average rates prevailing during the period. Any exchange difference arising on translation is recognised in the Foreign Currency translation reserve. 3. Revenue Recognition a. Sales are inclusive of excise duty but net of Sales Tax, Trade discount & returns. b. Income from Conversion of job work is accounted for on the basis of dispatches made. c. Interest & other incomes are accounted on accrual basis. 4. Foreign Currency transactions Transactions in foreign currency are recorded at the exchange rate prevailing on the date of transaction. Realised gains and losses on foreign exchange transactions during the year are recognised in the profit and Loss account. Exchange differences in respect of foreign currency loans/liabilities relating to Fixed Assets are accounted in the Profit and Loss Account. Foreign currency current assets and current liabilities are translated at year end rates. In circumstances, where the year end rate is not stable / highly volatile, monetary items shall be reported based on the subsequent actual realisation rate. Resulting gains / losses are recognised in the profit and loss account. However resulting gains / losses relating to 100 % subsidiary (considered as Non Integral Foreign Operation) are accumulated in Foreign Exchange Translation Reserve. 62
Copper solar collectors are the heart of commercial systems for space heating and water heating.
63
During the Financial Year 2010-11, Company issued GDRs of Rs.100 crores & listed the same at the Luxembourg Stock Exchange. The company allotted 2,50,00,000 shares of Rs 10 per share at a premium of Rs 30 per share against GDR. Company has allotted 8,87,90,000 Equity Shares on conversion of Equity Warrants. The face Value of the shares has been subdivided from Rs.10/- each to Re.1/- each. The outstanding balances of Sundry Debtors, Sundry Creditors, Deposits, Loans and Advances are subject to confirmation.
3.
64
Stringent new requirements in the ACR industry, including demands for increased operating efficiency and the reduction or elimination of harmful emissions, have led to a new appreciation for Copper's role in product enhancement.
Note: Fees for certification & other services provided by the auditor of Rs. 9.02 lacs are included in Legal & Professional Fees under Schedule N. The above mentioned Audit Fees includes Rs 0.55 lacs relating to Internal Audit Fees and Rs. 0.79 lacs fees payable to subsidiary company auditor. 5. Remuneration to directors (Rs. in Lacs) 2010-11 Salary & Allowances Commission Total 6. 144.00 144.00
Sundry Creditors include amount due to Small Scale and ancillary Industrial Undertakings Rs. 4.16 Lacs (Previous year Rs. 14.29 lacs) to the extent such parties have been identified from available information with the Company. The small Scale and ancillary Industrial Undertakings to whom amounts outstanding for more than 30 days: Shree Laxmi Tubes. Contingent Liabilities (Rs. in Lacs) 2010-11 1,459.92 859.04 6.56 311.58 1,302.75 387.80 432.55 62.06 3,362.34 4,822.26
7.
Bank Guarantees (net of margin) Excise Duty F.Y 2006-07 Income Tax Appeal AY 04-05 AY 05-06 AY 06-07 AY 07-08 AY 08-09 AY 09-10 Total Statutory Disputed Dues Total Contingent Liabilities 8. (a) (b) Segment Information The Company deals in Copper Products and is treated as the only segment. Secondary Segment Geographical by Sale Segment Revenue In India Outside India Total Note: Segment revenue, outside India includes Rs. 3,225.94 lacs sales of NC Middle East FZE.
The use of Copper in new microchips gives a performance gain of 30% and permits miniaturization of current channel lengths to 0.12 microns, allowing up to 200 million transistors to be packed into a single chip.
65
(b) Relatives of Key Management Personnel Mr. Shantilal Mardia Mrs. Bela S. Mardia Mrs. Sunita R. Mardia Father of Chairman Wife of Chairman Wife of Managing Director
(c) Enterprises in which key management personnel & their relatives are interested. Danial Investment Private Limited Note: Related party relationship on the basis of the requirements of Accounting Standard 18 (AS-18) as in 1(a), 1(b) & 1(c) above is pointed out and relied upon by the auditors. (ii) Transaction with related parties (Rs. in lacs) Nature of Transaction Income : Interest Expenses : Remuneration Interest Advertisement Finance & Investment: Loan & Advances Recd. Loan & Advances Paid Outstandings : Payable Receivable 10. 2010-11 Referred in (i) (a &b) 144.00 45.33 45.33 Referred in (i) (c) 7.53 10.20 1,156.50 1,158.90 -
Disclosure as required by Accounting Standard 19, Leases, issued by the Institute of Chartered Accountants of India are given below: (i) Lease payments are recognised in the statement of Profit & Loss Account under Rent in schedule N. Company with effect from 1st July, 2010 has shifted its corporate office. The said Agreement is for a period of 3 years. (ii) The future minimum lease payments under non-cancellable operating lease Not later than one year: Rs. nil. Later than one year and not later than five years : Rs. 24,569,325/-
66
IBM, Motorola and Intel are replacing aluminum with Copper in the computer chips they manufacture.
Deferred Tax The break up of net deferred tax asset and liability into major components at the year end is as below: 2010-11 Particulars Depreciation Expenses Total Net Deferred Tax Liability Liabilities 12,34,886.73 12,34,886.73 12,34,886.73 Assets
13
17.
18. 19.
Legal & Professional fees (Finance) (Refer Schedule N forming part of financial statements) has been increased as compared to last year, as the same has been paid as advisory fees in connection to raising funds for the new project ACR Copper Tube. Sales & Services include Rs. 17,437.04 Lacs (Previous Year - Rs. 6,832.62 Lacs) for traded goods. Balances with Excise / Customs Authorities included Excise duty paid under dispute of Rs. 1,04,68,908/- which is now transferred to expenses since the credit for the same was not received. A search & seizure action u/s. 132(1) was carried out on 17.01.2009. Due to this A.Y. 03-04 to A.Y. 09-10 were covered under Block assessments. Assessments for the respective years were completed and assessment order for the same was received on 31.12.2010. Total Demand raised was of Rs.348, 227,165/- which was further reduced to 280,335,020/ - after rectification of the assessment orders u/s 154 of Income Tax Act, 1961. Out of the total demand company has paid Rs. 3 crores. The company has filed an appeal with the CIT (A) for the demand raised for AY 2004-05 to AY 200910 as the company do not agree to the disallowances made in the respective years. So the whole amount raised as demand remains disputed. ACIT, CC- 20 has filed an appeal before the Honble High Court u/s. 260A on 26.04.2010 for the AY 2005-06 in relation to deduction allowed under section 80IB. The outcome of which is still pending. The Honble Income Tax Appellate Tribunal, Ahemadabad pronounced the order for the above said case in the Companys favour. The same matter is also disallowed in the Block Assessment order and thus has not been considered separately as it is shown in Contingent Liability in Point No. 7 of Notes to Accounts. All the amounts are stated in Indian Rupees, unless otherwise stated. Since the subsidiary was incorporated during the financial year 2010-11, previous year figures for comparison purpose are not available in the consolidated financial statements.
For and on behalf of the Board sd/sd/Sanjay S. Mardia Ratanlal S. Mardia Chairman Managing Director
As per our Report of even date For R.C. JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/R.C. Jain Partner Place : Mumbai Date: 28th May, 2011
In addition to Copper's role as an HTS material, Copper wire has also found a home with superconducting electromagnetics.
67
A. CASH FLOW FROM OPERATING ACTIVITIES : Net profit/Loss before Tax & Extraordinary item Adjustments for : Depreciation Interest paid Interest Received Profit/Loss on sale of Assets Loss on investment in Mutual fund Exchange rate fluctuation Profit on trading in futures Loss on Forward contract Cancellation Loss on trading in MCX Preliminary Expenses W/off Operating Profit before working capital changes Adjustments for : Trade and Other Receivables Inventories Trade Payable & Other Liabilities Cash generated Before Exceptional Items Exceptional items Cash generated from operating activities Income Tax Paid Net cash generated from operating activities B. CASH FLOW FROM INVESTING ACTIVITIES : Sale of Fixed Assets Purchase of Fixed Assets/Capital Expenditure Foreign Currency Translation reserve Redemption of Mututal Funds Interest received Share Issue / GDR Expenses Net cash used in investing activities C. CASH FLOW FROM FINANCING ACTIVITIES : Interest Paid Equity Warrant Money / GDR Long term borrowings Loss on forward contract cancellation Dividend Paid Corporate tax on dividend Net cash from financing activities Opening Balance of cash and cash equivalents Closing Balance of cash and cash equivalents (C) Net increase/(decrease) in cash and cash equivalents (A+B+C) (B) (A) 47,087,034 92,232,101 (38,786,432) (787,124) 203,256 (928,000) (803,015) 352,342 41,705 5,731,580
183,018,855
104,343,448 287,362,303
(617,477,054) (330,114,751) (330,114,751) (65,839,310) (395,954,061) 2,535,099 (561,980,817) 231,893 2,296,725 38,786,432 (155,432,087) (673,562,756) (92,232,101) 1,080,367,000 330,745,267 (352,342) (14,488,453) (2,462,313) 1,301,577,058 232,060,241 57,169,270 289,229,511 232,060,241
68
Copper is often used to color glass. It is also one component of ceramic glaze.
AUDITOR'S REPORT We have examined above Cash Flow Statement of Nissan Copper Ltd. (the Company) for the year ended 31st March, 2011. The statement has been prepared by the company in accordance with the requirements of Listing agreements Clause 32 with Stock Exchange and is based on and in agreement with the corresponding Profit & Loss Account and Balance Sheet of the Company covered by our report of even date to the members of the Company.
For R.C.JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/(R.C. JAIN) Partner Place : Mumbai Date: 28th May, 2011
Copper plumbing is extensively used in almost all developed countries across the world. A properly installed Copper plumbing system will last for over 50 years!
69
FINANCIAL DETAILS OF THE SUBSIDIARY COMPANY FOR THE YEAR ENDED 31ST MARCH, 2011
SR NO. PARTICULARS 1 2 3 4 5 6 7 8 9 10 11 Capital Reserves & Surplus (including balance in profit & loss account) Total Assets Total Liabilities Investments Turnover Profit/ (Loss) before taxation Provision for taxation Profit/(Loss) after taxation Proposed dividend Misc Expenses - to the extent not written off NC MIDDLE EAST FZE 2,256,898* 11,217,575 783,642,802* 770,168,328* 322,594,118** 11,200,085** 11,200,085** -
* Balance Sheet items are translated at closing exchange rate of 1$ = Rs.44.65/- ( as on 31.03.2011) ** Revenue items are translated at an average exchange rate of 1$ = Rs. 44.69/- ( as on 31.03.2011) Note: In terms of the exemption granted by the Ministry of Corporate Affairs vide Notification no. 2/2011 dated 8th February, 2011 under section 212 of the Companies Act, 1956, a copy of the Statement of Financial Position, Statement of Comprehensive Income, Managers report and Auditors Report for the year ended 31st March, 2011, of the subsidiary company have not been attached with the Annual report of the Company. The Company will make available these documents and the related details upon request by any Investor of the Company, on all working days except Saturdays, Sundays and Public Holidays at the Registered Office of the Company between 10.30 a.m. to 12.30 p.m.
For and on behalf of the Board sd/Ratanlal S. Mardia Managing Director sd/Sanjay S. Mardia Chairman sd/Payal Garg Company Secretary sd/Hiresh S. Luhar Chief Financial Officer
70
The chemical name of the metal Copper is cuprum and it has been named after the country Cyprus.
NISSAN COPPER LIMITED Registered Office: Shed No.J/20, GIDC, Umbergaon, Valsad, Gujarat 396171
PROXY
I/We______________________________________________of______________________in the district of ____________________ being a Member/ Members of the above named Company hereby appoints ______________________________________________of______________________in the district of ____________________ or failing him ______________________________________________ of ______________________ in the district of ____________________ as my/our proxy to attend & vote for me /us on my/our behalf at the 22nd Annual General Meeting of the Company to be held on Tuesday, the 23rd August, 2011 at 11.00 A.M. at the Umbergaon Club and Resort, Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171, Gujarat and at any adjournment thereof. Signed this____________________________ day of _____________2011 Affix One Rupee Revenue Stamp
Signature
NOTE: i. The proxy form must be duly completed, signed and returned/deposited so as to reach the Registered office of the Company not less than FORTY-EIGHT-HOURS before the commencement of the aforesaid meeting. ii. A Proxy need not be a member of the Company.
NISSAN COPPER LIMITED Registered Office: Shed No.J/20, GIDC, Umbergaon, Valsad, Gujarat 396171
ATTENDANCE SLIP
Folio No/DP id/ Client id: (Name & Address of the Proxy) No. of Shares:
I hereby record my presence at the 22nd ANNUAL GENERAL MEETING of the Company held on Tuesday, the 23rd August 2011 at 11.00 AM at the Umbergaon Club and Resort, Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171, Gujarat SIGNATURE OF THE ATTENDING MEMBER/PROXY NOTES: i. ii. A Shareholder/Proxy holder wishing to attend the meeting must bring the Attendance Slip to the meeting and handover at the entrance duly signed. A Shareholder/Proxy holder desiring to attend the meeting should bring his copy of the Annual Report for reference at the meeting.