Nissan Copper Ltd Directors Report

To.

The Members,

NISSAN COPPER LIMITED

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

FINANCIAL RESULTS:

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

(Rs. in Lacs)

PARTICULARS	NISSAN COPPER STANDALONE		NISSAN COPPER GROUP
	2012-13	2011-12	2012-13	2011-12
Sales (Net of Excise)	5703.98	28148.16	5703.98	28956.00
Profit before Depreciation, Finance Charges & 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

FINANCIAL PERFORMANCE:

During the year under review, the gross turnover of your Company has decreased from Rs. 28, 148. 16 Lacs to Rs. 5703. 98 Lacs. In the current year, the Company has witnessed a net loss after tax of Rs. 7, 202. 36 Lacs. The financial performance of the Company during the financial year 2012-13 was extremely stressed due to lower capacity utilization in the absence of adequate working capital. Hence, there is a decrease in its variance. The Management on its part has filed an application to CDR Cell, it shall increase not only its performance at the present level but also will help in the coming years. The CDR Cell, has positively considered the request of the Company and the financial restructuring of the Company is presently under consideration by the Bankers of the Company.

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

OPERATIONAL PERFORMANCE:

The operational performance during the financial year was as follows:

PRODUCT	2012-13	2011-12	Variance
	MT	MT	(%)
Copper Pipes/ tubes	968.25	4202.970	(76.96)
Copper Mother tubes/ Flats/ Rod/ Wire Bars/Sections	25.35	261.618	(90.31)
Copper ingots/ Billet Bars	27.00	461.048	(94.14)
Other Product	100.14	1615.614	(93.80)

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

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

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

TRANSFER TO GENERAL RESERVE:

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

DIVIDEND:

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

SUBSIDIARY COMPANY:

The Company has a Wholly Owned subsidiary in the name of "NC Middle East FZE" in U. A. E. (Ajman Free Zone) for the purpose of general trading. Import & Export of Copper & Copper Products. The accounts are audited by M/s ASP Auditing, Chartered Accountants Dubai-U. A. E. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated February 8, 2011 and February 21, 2011 respectively has granted a general exemption from compliance with Section 212 of the Companies Act, 1956 i. e. attaching the Balance Sheet and Profit & Loss Account of the Subsidiary Company, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements. The Company will make available the Annual Accounts of the Subsidiary Company to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Company will also be kept open for inspection at the Registered Office of the Company between 10. 30 a. m. to 12. 30 p. m. on all working days except Saturdays, Sundays and Public Holidays.

FIXED DEPOSITS:

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

CAPITAL DEBT RESTRUCTURING (CDR):

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

FUTURE PROSPECTS:

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

DIRECTORS:

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

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

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

CORPORATE GOVERNANCE:

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

CONSOLIDATED FINANCIAL STATEMENTS:

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

DEPOSITORIES:

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

INSURANCE:

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

1 United India Insurance Co. Ltd.

2 L & T General Insurance Co. Ltd.

3 The New India Assurance Co. Ltd.

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

b) Directors had selected the accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

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

d) The Directors have prepared the Annual Accounts on a going concern basis.

AUDITORS AND AUDITORS REPORT:

STATUTORY AUDITORS:

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

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

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

COST AUDITOR:

Pursuant to CAB Order dated January 24, 2012, it is mandatory for the Company to appoint a Cost Auditor for the financial year 2013- 14 who shall issue Cost Audit Report. In order to comply with the said requirement, the Company has appointed Mr. Sandeep Kumar Poddar, Poddar & Company, Practicing Cost Accountant, bearing Membership no. 29474 in their meeting held on May 30, 2013 to undertake Cost Audit for the financial year ended March 31, 2014.

INTERNAL AUDITORS:

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

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

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

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.

PARTICULARS OF EMPLOYEES:

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

APPRECIATION:

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

	For and on 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 of Directors) 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 minimize energy cost at all levels as per the past experience.

(ii) Monitoring the overall energy consumption, by reducing losses and improving efficiency.

(iii) Maximum demand of electricity is being reduced by evenly distributing the loads throughout the day and increasing efficiency of plants and machineries.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

The Company takes necessary steps for investments in energy saving devices from time to time.

(c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of goods:

(i) Per unit Energy consumption has increased from Rs. 8. 18 to Rs. 46. 64 due to increase in the prices of LPG gas and Diesel and the plants were operated at very minimum capacity.

(d) Total energy consumption and energy consumption per unit as per Form A:

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 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

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 up gradation 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 Efforts in brief made towards technology absorption, adaptation and inn ovation:

(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.

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