NISSAN COPPER LIMITED
Your Directors present the 24th Annual Report and the Audited statement of Accounts ofthe Company for the financial year ended March 31, 2013.
The Financial performance of your Company for the year under review is summarizedbelow:
(Rs. in Lacs)
|PARTICULARS || |
NISSAN COPPER STANDALONE
NISSAN COPPER GROUP
| ||2012-13 ||2011-12 ||2012-13 ||2011-12 |
|Sales (Net of Excise) ||5703.98 ||28148.16 ||5703.98 ||28956.00 |
|Profit before Depreciation, Finance Charges & Taxation ||(2095.60) ||3357.02 ||(2420.32) ||3113.47 |
|Less: Depreciation ||1565.77 ||1036.21 ||1565.77 ||1036.21 |
|Less: Finance Charges ||2815.38 ||2439.43 ||2815.38 ||2439.43 |
|Profit/(Loss) before Taxation ||(6476.75) ||(118.62) ||(6801.47) ||(362.18) |
|Less: Provision for Taxation ||725.61 ||73.35 ||725.61 ||73.35 |
|Net Profit/(Loss) after taxation ||(7202.36) ||(191.97) ||(7527.08) ||(435.53) |
|Add: Surplus Brought Forward from previous years ||1500.64 ||1692.62 ||1369.14 ||1804.67 |
|Surplus available for appropriation ||(5701.72) ||1500.64 ||(6157.93) ||1369.14 |
|Less: Transfer to General Reserves ||- ||- ||- ||- |
|Less: Proposed Dividend including Distribution Tax ||- ||- ||- ||- |
|Balance carried to Balance Sheet ||(5701.72) ||1500.64 ||(6157.93) ||1369.14 |
During the year under review, the gross turnover of your Company has decreased from Rs.28, 148. 16 Lacs to Rs. 5703. 98 Lacs. In the current year, the Company has witnessed anet loss after tax of Rs. 7, 202. 36 Lacs. The financial performance of the Company duringthe financial year 2012-13 was extremely stressed due to lower capacity utilization in theabsence of adequate working capital. Hence, there is a decrease in its variance. TheManagement on its part has filed an application to CDR Cell, it shall increase not onlyits performance at the present level but also will help in the coming years. The CDR Cell,has positively considered the request of the Company and the financial restructuring ofthe Company is presently under consideration by the Bankers of the Company.
Further, the manufacturing unit of the Company is working at a minimum capacity.
The operational performance during the financial year was as follows:
|PRODUCT ||2012-13 ||2011-12 ||Variance |
| ||MT ||MT ||(%) |
|Copper Pipes/ tubes ||968.25 ||4202.970 ||(76.96) |
|Copper Mother tubes/ Flats/ Rod/ Wire Bars/Sections ||25.35 ||261.618 ||(90.31) |
|Copper ingots/ Billet Bars ||27.00 ||461.048 ||(94.14) |
|Other Product ||100.14 ||1615.614 ||(93.80) |
Copper Mother Tubes/ Flats /Sections are semi-finished goods which are used further forthe production of final product i. e. Copper Pipes. The operational performance of theCompany during the financial year 2012-13 was extremely stressed due to lower capacityutilization in the absence of adequate working capital. Hence, there is a decrease in itsvariance. The Management on its part has filed an application to CDR Cell, it shallincrease not only its performance at the present level but also will help in the futurecoming years.
The CDR Cell has positively considered the request of the Company and the financialrestructuring of the Company is presently under consideration by the Bankers of theCompany.
Further, the manufacturing unit of the Company is working at a minimum capacity.
'TRANSFER TO GENERAL RESERVE:
During the financial year 2012-13, since the Company has incurred loss, no amount hasbeen transferred to the General Reserve.
The Company has suffered loss during the year, hence the Board of Directors regret todeclare any dividend for the current year.
The Company has a Wholly Owned subsidiary in the name of "NC Middle East FZE"in U. A. E. (Ajman Free Zone) for the purpose of general trading. Import & Export ofCopper & Copper Products. The accounts are audited by M/s ASP Auditing, CharteredAccountants Dubai-U. A. E. The Ministry of Corporate Affairs, Government of India, videGeneral Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively hasgranted 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 satisfiedthe conditions stipulated in the circular and hence is entitled to the exemption.Necessary information relating to the subsidiaries has been included in the ConsolidatedFinancial Statements. The Company will make available the Annual Accounts of theSubsidiary Company to any member of the Company who may be interested in obtaining thesame. The Annual Accounts of the Subsidiary Company will also be kept open for inspectionat the Registered Office of the Company between 10. 30 a. m. to 12. 30 p. m. on allworking days except Saturdays, Sundays and Public Holidays.
The Company has not accepted any deposit within the purview of section 58A of theCompanies Act, 1956 during the year under review.
CAPITAL DEBT RESTRUCTURING (CDR):
Your Company had made a reference to the Corporate Debt Restructuring (CDR) Cellconstituted by Reserve Bank of India for Restructuring of its financial debt. The CDR Cellpositively considered the request of the Company and has approved the debt restructuringproposal given by Company. For the purpose of implementation of the approval package asalso to comply with the post implementation requirements, the lead consortium bankers ofthe Company has been appointed as Monitoring Institution (Ml) by the CDR Cell. Tofacilitate the process of monitoring of progress of sanction and implementation of theapproved package by the respective lenders and to revive the performance of theCompany/restructuring package on a continuous basis, a Monitoring Committee (MC)comprising of representatives of the lead bankers, has been constituted.
With the restructuring of its debt and implementation of the revival package approvalby the CDR Cell your Company believes that it will gradually be able to revive itsoperations towards profitability. Your Company has been extremely fortunate to have fullsupport of its employees during the financial stressed period and all efforts are beingmade to garner support from the customers of the Company as well when the operations ofthe Company are revived. Although, huge efforts would be required toward regaining theconfidence of customers, your Company is hopeful and confident that the same would be doneover a period of time based on continued and sustained quality supply of material coupledwith prompt and efficient customer service.
The Board of Directors of a Company provides leadership and strategic guidance,objective judgment, independent of management to the Company and exercise control over theCompany, while remaining at all times accountable to the shareholders.
On June 27, 2012, Mr. Vijay Dutt Vyas, Independent Director resigned from Directorshipof the Company.
In accordance with the provision of the Companies Act, 1956 and the Articles ofAssociation of the Company, Mr. Nitin Mehta, retire by rotation at the ensuing AnnualGeneral Meeting and being eligible, has offered himself for re-appointment.
Your Company is committed to maintain the highest standard of Corporate Governance andadhere to the requirements set out by SEBI. The Report on Corporate Governance asstipulated under Clause 49 of the Listing Agreement, including the shareholdersinformation and auditors' certificate on its compliance, forms a part of this AnnualReport.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements for the year ended March 31, 2013 have beenprepared in accordance with the principles and procedures for the preparation andpresentation of consolidated accounts as set out in the Accounting Standard (AS-21). Theaforesaid statements, audited by the Statutory Auditors of the Company have been filedwith the stock exchanges as on May 30, 2013 and are also attached to the Annual Report.The Consolidated Financial Statements presented by the Company include the financialresults of its Subsidiary Company. Also the Cash Flow Statement is provided in the AnnualReport along with the Balance Sheet and Profit and Loss Account.
The Company is registered with both the Depositories viz, the National SecuritiesDepository Limited and Central Depository (Services) limited. The overseas depository ofthe Company is The Bank of New York Mellon Corporation' for GDR. The shareholders can takeadvantage of holding their scripts in dematerialized mode.
All the assets of the Company wherever necessary and to the extent required have beeninsured with the following Insurance Companies:
1 United India Insurance Co. Ltd.
2 L & T General Insurance Co. Ltd.
3 The New India Assurance Co. Ltd.
DIRECTORS' RESPONSIBILITY STATEMENT:
In Compliance to the requirements of Section 217(2AA) of the Companies Act 1956, yourDirectors confirm that
a) The Company has followed the applicable accounting standards in the preparation ofthe Annual Accounts and there had been no material departure except accounts drawn as perrevised Schedule VI as per the Companies Act, 1956.
b) Directors had selected the accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the year under review.
c) The Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
d) The Directors have prepared the Annual Accounts on a going concern basis.
AUDITORS AND AUDITORS' REPORT:
The present Statutory Auditors of the Company M/s. R. C. Jain & Associates,Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting. TheCompany has received a letter as required under section 224(1 B) of the Companies Act,1956 from M/s. R. C. Jain & Associates, Chartered Accountants, confirming theireligibility and willingness to act as Statutory Auditors, if re-appointed. The members arerequested to appoint the Statutory Auditors from the conclusion of this Annual GeneralMeeting until the conclusion of next Annual General Meeting.
Your Directors have to state that with respect to contingent liability mentioned in theAuditors' Report, the Auditors remark is self explanatory and is further explained indetail in note no. 36, 37, 38, 39, 40, 41 & 42 of Notes to Accounts. Furtherwith reference to point no. 2e(a) of Auditors Report, the Company had sent confirmationletter to all creditors and debtors to confirm their balances. However, in the absence ofany reply from some of the parties till the finalization of accounts, their balancesoutstanding as on March 31, 2013 in the books of the Company has been considered.
The other observation in the Auditors' Report are dealt in the notes forming part ofthe accounts at appropriate places and the same being self explanatory, no furthercomments are considered necessary.
Pursuant to CAB Order dated January 24, 2012, it is mandatory for the Company toappoint a Cost Auditor for the financial year 2013- 14 who shall issue Cost Audit Report.In order to comply with the said requirement, the Company has appointed Mr. Sandeep KumarPoddar, Poddar & Company, Practicing Cost Accountant, bearing Membership no. 29474 intheir meeting held on May 30, 2013 to undertake Cost Audit for the financial year endedMarch 31, 2014.
The Board of Directors of the Company had re-appointed M/s. Kothawade & Laddha,Chartered Accountants as Internal Auditor of the Company for the year 2013-14 tostrengthen the internal control system of the Company.
During the year under review, the management has duly considered and has takenappropriate action on the recommendations made by the Internal Auditors. The AuditCommittee members reviewed and discussed in detail the scope of audit and audit schedule.Your Company shall be immensely benefited from their appointment.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Management's discussion and analysis report for the year under review, as stipulated inClause 49 of the Listing Agreement with the Stock Exchanges in India, is presented inseparate section forming part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUTGO:
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 ofDirectors) 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 wayto pay back societal debt and obligations. Your Company does not see CSR as a charity; noteven as a responsibility, but as an opportunity to change and your Company's activitiesare determined by the concept of Changing Lives. Your Company is constantly endeavored toimprove the quality of life of the communities and to bridge the gaps in society and helptransform communities around the workplace.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company fall within the purview of the provisions ofsection 217(2A) of the Companies Act, 1956 read with the Companies (Particulars ofEmployees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011.
The Board of Directors expresses their deep gratitude for the co-operation and supportextended to your Company by its customers, suppliers. Bankers and various Governmentagencies. Your Directors also place on record the commitment and involvement of theemployees at all levels and looks forward to their continued co-operation.
| ||For and on behalf of the Board, |
| ||Sd/- |
|Place; Mumbai ||Ratanlal Mardia |
|Date: September 2, 2013 ||Managing Director |
ANNEXURE TO THE DIRECTORS' REPORT
Disclosure under the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988
A CONSERVATION OF ENERGY:
(a) Energy conservation measures taken by the Company:
(i) The Company has been taking continuous steps to conserve the energy and minimizeenergy cost at all levels as per the past experience.
(ii) Monitoring the overall energy consumption, by reducing losses and improvingefficiency.
(iii) Maximum demand of electricity is being reduced by evenly distributing the loadsthroughout the day and increasing efficiency of plants and machineries.
(b) Additional investments and proposals, if any, being implemented for reduction ofconsumption of energy:
The Company takes necessary steps for investments in energy saving devices from time totime.
(c) Impact of measures at (a) and (b) above for reduction of energy consumption andconsequent impact on the cost of goods:
(i) Per unit Energy consumption has increased from Rs. 8. 18 to Rs. 46. 64 due toincrease in the prices of LPG gas and Diesel and the plants were operated at very minimumcapacity.
(d) Total energy consumption and energy consumption per unit as per Form A:
|Particulars ||Current Year ||Previous Year |
|1. Electricity || || |
|(a) Purchased || || |
|Units (KWH) ||1,280,683.00 ||5,187,109 |
|Total Amount (Rs. ) ||10,151,270.00 ||24,250,833 |
|Rate per unit (Rs. ) ||7.93 ||4.68 |
|(b) Own Generation (D. G. Set) || ||- |
|Units (KWH) ||9,538.90 ||18,445 |
|Total Amount (Rs. ) ||76,000.00 ||127,258 |
|Units per Itr. Of Diesel ||6.26 ||6.26 |
|Rate per unit (Rs. ) ||7.97 ||6.56 |
|2. Gas || || |
|Kilogram ||15,865.00 ||65,455 |
|Total Amount (Rs. ) ||1,089,335.00 ||3,456,631 |
|Rate per Kilogram (Rs. ) ||68.66 ||52.81 |
|3. Energy consumption cost per unit of production ||46.64 ||8.18 |
The Company manufactures a wide range of products and the consumption of energy willvary 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
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 ofcopper 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 improvementin 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 andalso 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 costreduction techniques.
(c) Development of new value added products.
(d) Technology up gradation and modernization.
(iv) Expenditure on R&D:
The Company does not account for R & D expenses separately but treat them asrevenue expenses and accounts in respective head of revenue accounts. There was no capitalexpenditure incurred on imported technology during the year.
2 Efforts in brief made towards technology absorption, adaptation and inn ovation:
(i) The Company has been developing in house modification/improvement in processtechnology in its various manufacturing sections, which when and if found suitable havebeen integrated in the manufacturing process.
(ii) These have been resulted in improving efficiency, quality & design of theCompany's products.
C FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information of foreign exchange earning & outgo is as follows:
(Rs. In Lacs)
|. Particulars ||2012-2013 |
|(A) C. I. F. Value of Imports || |
|i. Raw Materials ||54.83 |
|ii. Stores & Spare Parts ||_ |
|iii. Capital Goods ||- |
|(B) Expenditure in Foreign Currency (accrual basis) || |
|i. Salary Expense ||_ |
|ii. Preliminary Expenditure (ACR Plant) ||_ |
|iii. Packing Material ||_ |
|iv. Remittance to NC Middle East FZE (Loans & Advance) ||_ |
|(c) Earnings in Foreign Currency (Accrual Basis) || |
|i. Interest receivable on Loan to NC Middle East FZE ||309.32 |
|ii. Export at FOB Value ||- |
The efforts are being made to enhance export & Foreign Exchange Earnings.
| ||For and on behalf of the Board, |
| ||Sd/- |
|Place: Mumbai ||Ratanlal Mardia |
|Date: September 2, 2013 ||Managing Director |