NCL Annual Report 2010-11

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ANNUAL REPORT 2010-11

Board of Directors:Mr. Sanjay S. Mardia - ChairmanMr. Ratanlal S. Mardia - Managing DirectorMr. Atul S. Mardia - Executive DirectorMr. Nitin Mehta - Independent DirectorMr. Praveen H. Shah - Independent DirectorMr. Shailesh H. Shah - Independent Director

Chief Financial OfficerMr. Hiresh S. Luhar

Company SecretaryMs. Payal Garg

Auditors:I - Statutory AuditorsM/s R.C. Jain & AssociatesChartered AccountantsMumbai

II – Internal AuditorsM/s Kothawade & LaddhaChartered AccountantsMumbai

Bankers:State Bank of IndiaState Bank of PatialaUnion Bank of IndiaCitiBank N.A.

Registered Office:J/20, G.I.D.C., Umbergaon, Gujarat – 396 171E-mail:[email protected]

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 - IISurvey 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: [email protected]: www.bigshareonline.com

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.

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NISSAN COPPER LIMITED

FINANCIAL HIGHLIGHTS FOR LAST FIVE YEARS

Copper is one of the few metals that occur naturally in a pure form.

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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!

FINANCIAL YEAR ENDED 2010-11 2009-10 2008-09 2007-08 2006-07

Sales 29,905.91 18,879.59 14,489.16 14,138.12 10,550.14

Growth in sale 58% 30% 2% 34% 19%

Profit before depreciation, Interest & Tax (EBDIT) 3,359.47 2,418.99 1,527.46 1,745.08 1,014.57

Depreciation 470.87 406.92 464.74 272.71 129.20

Interest & Financial charges 1,170.46 803.48 784.51 411.29 283.17

Profit before Tax 1,718.13 1,208.60 278.21 1,061.08 602.20

Income Tax 463.88 295.93 64.77 119.38 13.26

Profit After Tax 1,254.26 912.66 213.44 941.70 588.94

Equity Share Capital 6,285.59 2,897.69 1,455.59 1,455.59 1,455.59

Reserves & Surplus 14,128.77 5,383.36 4,063.39 3,613.10 2,756.55

Net Worth 5,383.36 8,593.31 5,370.58 4,899.03 4,021.20

Earning per Share (EPS) 0.23 0.60 0.15 0.65 0.50

Cash Earning per Share (CEPS) 0.32 0.85 0.47 0.83 0.61

Sales per Share (Rs.) 4.76 6.52 9.95 9.71 7.25

Book Value per Share (Rs.) 0.86 2.97 3.69 3.37 2.76

Your Company has subdivided its equity share of the face value of Rs. 10/- (Rupees Ten) each into Ten equityshares of the face value Re. 1/- (Rupee One) each, pursuant to Shareholders approval on 16th Day of September2010, and was effected from the Record Date i.e. 28th September 2010.The Face value of Paid up Capital forthe corresponding previous periods is also considered at Re.1/- per share for comparision purpose of EPS etc.

FINANCIAL HIGHLIGHTS FOR LAST FIVE YEARS

(Rs. in Lacs)

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NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the 22nd Annual General Meeting of the members of Nissan Copper Limited will be held onTuesday, the 23rd of August 2011 at 11.00 a.m. at The Umbergaon Club and Resort, Madhuvan Complex, Umbergaon SanjanRoad, Umbergaon 396171, Gujarat to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider, approve and adopt the Audited Balance Sheet as at 31st March 2011, the Profit and Loss Accountfor the year ended on that date and the Reports of the Board of Directors’ and Auditors’ thereon.

2. To declare dividend on Equity Shares for the financial year ended 31st March 2011.

3. To appoint a Director in place of Mr. Shailesh H. Shah, who retires by rotation and being eligible, offers himself for re-appointment.

4. To appoint a Director in place of Mr. Atul S. Mardia, who retires by rotation and being eligible, offers himself for re-appointment.

5. To appoint M/s. R. C. Jain & Associates, Chartered Accountants as Statutory Auditors of the Company to hold officefrom the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and tofix their remuneration.

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 bythe Ministry of Corporate Affairs and Section 2, 4, 5 and 81 of the Information Technology Act, 2000, the members accordtheir consent to alter Article 123 of the Articles of Association of the Company by inserting the words, “or through electronicmode” 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 bypost to him at his registered address or if has no registered address in India, to the address, if any, within India supplied byhim 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 23with Registrar of Companies and to do all such acts, things and deeds as may be necessary to give effect to the aboveresolution.”

By order of the Board,

sd/-Place: Mumbai Payal GargDate: 28th May 2011 Company Secretary

Registered Office:Nissan Copper Ltd.J/20 G.I.D.C. Umbergaon, Gujarat - 396171

The Watt's steam engine firebox is made from Copper due to its high heat dissipation.

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NOTES:

1. The explanatory statement pursuant to Section 173(2) of the Companies Act, 1956, relating to special business to betransacted at the meeting is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT APROXY, WHO NEED NOT BE A MEMBER, TO ATTEND AND VOTE ON BEHALF OF HIMSELF/HERSELF. The instru-ments appointing the Proxy should be deposited at the Registered Office of the Company not less than 48 (fortyeight) hours before the commencement of the Meeting.

3. Members who hold shares in dematerialized form are requested to write their Client ID and DP ID Nos. and thosewho hold shares in Physical form are requested to write their Folio Number in the attendance slip while attendingthe Meeting for easy identification of attendance at the Meeting.

4. Pursuant to Section 154 of the Companies Act, 1956 the Register of Members and Share Transfer Books of the Companywill remain closed from Thursday, the 18th August, 2011 to Monday, the 22nd August, 2011 (Both days inclusive).

5. 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 asregards the Audited Accounts for the financial year ended 31st March, 2011, so as to enable the Company tokeep the information ready.

ii) Bring their copy of the Annual Report and the Attendance Slip at the Annual General Meeting.

iii) Intimate to the Registrar & Transfer Agent (R&TA) of the Company immediately, about any change in their ad-dresses. Where the shares are held in electronic form such change is to be informed to the Depository Partici-pant (DP) and not to the Company / R & TA.

iv) Quote Registered Folio Number or DP ID/ Client ID in all the correspondence.

v) Approach the R&TA of the Company for consolidation of folios.

vi) Furnish bank account details to the R&TA / Depository Participant to prevent fraudulent encashment of divi-dend warrants.

vii) Avail of Nomination facility by filling in and forwarding the nomination form to the R&TA, if not already done.

viii) Send all share transfer lodgments (physical mode) / correspondence to the R&TA of the Company - M/s. BigshareServices Pvt. Ltd., E-2, Ansa Industrial Estate, Sakivihar Road, Andheri (E), Mumbai – 400 072 up to the date ofbook closure.

6. The Securities and Exchange Board of India (SEBI) has made it mandatory for all companies to use the Bank Accountdetails furnished by the Depositories for crediting dividend. The Company has made arrangements for crediting thedividends through National Electronic Clearing Services (NECS)/Electronic Clearing Services (ECS) to investors whereNECS/ECS details are available. Members holding shares in electronic form may kindly note that their Bank detailsregistered against their respective Depository Account as furnished by the respective Depositories to the R & TA willbe used by the Company for payment of Dividend and that the Company / R & TA will not entertain any direct re-quest from such Members for deletion of / change in such Bank details. Further, instructions, if any, already given bythe Members in respect of Shares held in physical form will not be automatically applicable to Dividend paid on sharesheld in electronic form. Members may, therefore, give instructions regarding Bank Accounts in which they wish toreceive Dividend, directly to their Depository Participant/(s).

7. Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, dividends which remain unclaimed in theunpaid dividend account for a period of seven years from the date of transfer of the same, will be transferred to theInvestor Education and Protection Fund (IEPF) established by the Central Government, pursuant to Section 205C of

The body of the 1921 Rolls Royce Silver Ghost is completely Copper.

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the Companies Act, 1956. Information in respect of such unclaimed dividend when due for transfer to the said Fundis given below:

Sr. no. Financial Date of Declaration Date of transfer to Due Date for transfer toYear Unpaid Dividend Account Investor Education &

Protection Fund

1. 2006-07 20/09/2007 22/10/2007 21/10/20142. 2007-08 08/09/2008 09/10/2008 08/10/20153. 2008-09 20/07/2009 21/08/2009 20/08/20164. 2009-10 08/04/2010 10/05/2010 09/05/2017

According to the provisions of the Act, Shareholders are requested to note that the amount of dividend for the sub-sequent years remaining unpaid or unclaimed for a period of seven years from the date of transfer to Unpaid Divi-dend Account of the Company shall be transferred to the Investor Education and Protection Fund (IEPF) set up bythe 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 theIEPF on October 21, 2014. Members who have not yet encashed their dividend warrant(s) for the financial years ended31st 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 pursu-ance of Clause 49 (IV) (G) of the Listing Agreement)

Name of the Director Mr. Shailesh H. Shah Mr. Atul S. Mardia

Date of Birth 28/03/1971 23/12/1966

Date of Appointment 31/10/2007 31/10/2007

Qualifications B.Com B.Com

Profile

Name of the NIL NILCompanies in whichhe holds DirectorshipMemberships & NIL NILChairmanships ofcommittees of theBoard in othercompaniesShareholdings in Nil 5,30,000 equity shares of Re.1/- eachthe Company

Relationship between NA Brother of: Mr. Sanjay S. Mardia: Chairman &Directors inter-se Mr. Ratanlal S. Mardia : Managing Director

Copper money in the British Commonwealth currently contains approximately 95.5% Copper, 3% tin and 1.5% zinc.

Mr. Shailesh Shah holds a Bachelor ofCommerce degree from Mumbai University.Mr. Shailesh H. Shah entered the Textilebusiness in 1991 by associating in his familyowned firm called Ambica Textile Industries.He joined as a director in Ambica FabricsPrivate Limited after the family shifted theirbusiness in the new corporate entity. He isalso a Partner in Balaji Plastic, since 2003. Heis associated with Nissan Copper Limitedsince October 31, 2007

Mr. Atul Mardia holds a Bachelor ofCommerce degree from Calcutta University,West Bengal Board. He has an experience ofover 20 years in the copper tube business.After graduation, he started business inKolkata. In the year 2007 he joined NissanCopper Ltd. as Director to take care ofmarketing and sale of copper products.

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9. Members/ Proxies are requested to bring the Attendance Slip duly filled up for attending the Meeting.

10. The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperlesscompliances by the Companies after considering Sections 2, 4, 5 and 81 of the Information Technology Act, 2000 forlegal validity of compliances under Companies Act through electronic mode. Under the Information Technology Act,2000, service of documents in electronic mode is permitted. Also the acceptable mode of service of documents under‘Certificate of Posting’ has recently been discontinued by the Department of Posts.

The Ministry of Corporate Affairs has further clarified that a Company would have complied Section 53 of theCompanies Act, 1956, if the service of the document has been made through electronic mode provided that theCompany has obtained email addresses of its members for sending the notice/ documents through e-mail by givingan advance opportunity to every shareholders to register their email address and changes therein from time to timewith the Company. In case where any member has not registered his email-address with the Company, the service ofdocument etc will be affected by other modes of service as provided under Section 53 of the Companies Act, 1956.(Reference: Ministry of Corporate Affairs Circular no. 17/2011, dated April 21, 2011.)

Keeping in view of the theme underlying the circular issued by MCA, the Company shall send documents like noticecalling for Annual General Meeting, Audited Accounts, Directors’ Report, Auditors’ Report, etc. from the year endedMarch 31, 2011 onwards and other communications, in electronic form, to e-mail addresses of those members whichare available in the records of the Company and/or made available to us by the Depositories. In case you desire toreceive the documents mentioned above in physical form or change of register email address, you are requested tokindly send an e-mail to [email protected]

11. Non-Resident Indian Members are requested to inform the Company/R&TA the following immediately:

i) Change in the residential status on return to India for permanent settlement.

ii) The particulars of NRE Bank Account maintained in India with complete name and address of the Bank, if notfurnished earlier.

12. Corporate Members are requested to forward a certified copy of the Board Resolution authorizing their representativesto attend and vote at the Annual General Meeting.

13. The Company has listed its shares at BSE & NSE. All the listing fees, till date, have been paid. All the documents referredto 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 orany adjournment(s) thereof.

Valuable Copper and bronze articles were traded across the world for cloth, furs and food.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

Item no. 6

The Ministry of Corporate Affairs has taken a “Green Initiative in the Corporate Governance” by allowing paperlesscompliances by the companies after considering Sections 2, 4, 5 and 81 of the Information Technology Act, 2000 forlegal validity of compliances under Companies Act through electronic mode and has issued circular no.17/2011 statingthat service of notice/ documents including Annual Report can be sent through electronic mode.

Section 53 of the Companies Act, 1956 provides service of documents under “Certificate of Posting” as one of theaccepted mode of service which has been recently discontinued by the Department of Posts vide their letter dated23.2.2011.

The Ministry of Corporate Affairs (MCA) has further clarified that a Company would have complied Section 53 of theCompanies Act, 1956, if the service of the document has been made through registered email address. In case whereany member has not registered his email-address with the Company, the service of document etc will be affected byother modes of service as provided under Section 53 of the Companies Act, 1956.

The Company is keen to support the initiative taken by MCA and proposes to send notice/documents to the membersthrough electronic mode. However, Article 123 of the Articles of Association of the Company provides that adocument/notice will be served upon any member either personally or through post. Thus, the Board of Directors intheir meeting held on 28th May 2011 proposed to alter Article 123 of the Articles of Association of the Company byinserting the words, “through electronic mode” at the end of the said Article.

Pursuant to Section 31 of the Companies Act, 1956, any alteration in the Articles of Association of the Companyrequires approval of members by way of a Special Resolution. To promote green environment, the Directors commendthis resolution for passing by the members.

None of the Directors are interested in the said resolution, except to the extent of their shareholding.

By order of the Board,

sd/-Payal Garg

Place : Mumbai Company SecretaryDate : 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.

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DIRECTORS’ REPORT

To,The Members,


Your Directors are pleased to present the 22nd Annual Report and the Audited statement of Accounts of the Company forthe 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 NISSAN COPPER GROUP

2010- 11 2009-10 2010-11 *2009-10

Sales 29,905.91 18,879.59 33,131.85 18,879.59

Profit before Depreciation, Finance Charges & Taxation 3,359.47 2,418.99 3471.52 2,418.99

Less: Depreciation 470.87 406.92 470.87 406.92

Less: Finance Charges 1,170.46 803.48 1,170.46 803.48

Profit before Taxation 1,718.13 1,208.60 1,830.19 1,208.60

Less: Provision for Taxation 463.88 295.93 463.88 295.93

Net Profit after taxation 1,254.26 912.66 1,366.31 912.66

Add: Surplus Brought Forward from previous years 1,304.84 961.68 1,304.84 961.68

Surplus available for appropriation 2,559.09 1,874.34 2,671.15 1,874.34

Less: Transfer to General Reserves 500.00 400.00 500.00 400.00

Less: Proposed Dividend including Distribution Tax 366.48 169.51 366.48 169.51

Balance carried to Balance Sheet 1,692.62 1,304.84 1,804.67 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 toRs.29,905.91 Lacs. The increase in turnover was preliminary due to increase in copper prices and also due to partial installationof the ACR Tube Plant.

The profit before Depreciation, Finance Cost and taxation has gone up to Rs.3,359.47 Lacs as compared toRs.2,418.99 Lacs during the preceding year, registering a growth of over 38.88%. The profit after tax has increasedto 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 theCompany. The Company is continuing its efforts to improve productivity and curtail costs. During the year underreview, the Company’s plants at Umbergaon & Silvassa have performed satisfactorily. The plants at Silvassacontinue to be eligible for tax holidays pursuant to section 80 IB of the Income Tax Act, 1956. The operation ofthe 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.

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OPERATIONAL PERFORMANCE:

The operational performance during the financial year was as follows:

PRODUCT 2010-11 2009-10 VarianceMT MT (%)

Copper Pipes/ tubes 3,739.483 3,576.642 4.55 %

Copper Mother tubes/ Flats/ Rod/ Wire Bars/Sections 402.322 584.075 -31.12%

Copper ingots/ Billet Bars 1,314.892 592.664 121.86%

Other Product 1,933.283 600.224 222.09%

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 samefor 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 whichyou 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 AirConditioning, Refrigeration and Plumbing application areas with the latest Cast & Roll technology. The trial production fromthe new machinery done in phases has been successful and the commercial production will commence from June 2011. Theinstalled capacity would be 1000 MT per month. The increase in capacity will give it higher market share in the copper tubesfor 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 innergrooved 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 Asiancountries.

Nissan recently introduced a Brand name “NISSCOP” for their Copper products. The company plans to market its entire rangeof 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 beingtaken 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 transferredto 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 yearended 31st March 2011.

The total cash outflow on account of equity dividend payments including distribution tax will be Rs.3,66,47,822/- (IncludingDividend 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 on8th April, 2010 for the purpose of General trading, Import & Export of Copper & Copper Products. The Accounts are auditedby 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 generalexemption from compliance with Section 212 of the Companies Act, 1956 i.e. attaching the Balance Sheet and Profit & LossAccount 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 thesubsidiaries has been included in the Consolidated Financial Statements.

Copper in liquid form is used as a wood preservative. It helps in restoration of original structures that are damaged due to dry rot.

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The Company will make available the Annual Accounts of the Subsidiary Company to any member of the Company whomay be interested in obtaining the same. The Annual Accounts of the Subsidiary Company will also be kept open forinspection 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.

INCREASE IN PAID UP SHARE CAPITAL

During the Financial Year 2010-11 following Corporate Actions were done by the Company:

Corporate Action No. of Shares Face Value Previous CurrentIssued Capital Capital

(in Rs.) (in Rs.)

2,50,00,000 Rs.10/- 2,89,76,905 5,39,76,905

8,87,90,000 Re.1/- **53,97,69,050 62,85,59,050

** Subdivision of Equity Shares of the Company having face value of Rs.10/- each into Ten Equity Shares of Re.1/- each effectivefrom 28th September 2010.

QUALITY:

The Company is committed to continue in its endeavor in terms of maintenance of Quality and International Standards. Wehave continued our journey towards excellence with a crucial focus on Quality and Productivity with significant investmentin quality programs. The Company was assessed for ISO 9001:2008 and ISO 14001:2004 and was successfully registeredwith their prestigious certification as on 18th September, 2009 and 27th May, 2010, respectively. During the year underreview, the Company has successfully conducted surveillance audit in the continual requirement for maintenance of theaforesaid certifications.

FIXED DEPOSITS:

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

DIRECTORS:

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

In accordance with the provision of the Companies Act, 1956 and the Articles of Association of the Company, Mr. ShaileshH. Shah and Mr. Atul S. Mardia retire by rotation at the ensuing Annual General Meeting and being eligible, have offeredthemselves for re-appointment.

CORPORATE GOVERNANCE:

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

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholder’sinformation 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.

Completed GDR of Rs.100 crores & listed itsDepository Receipts at Luxembourg Stock Exchange.

The Company has allotted 8,87,90,000 Equity shares outof 23,30,00,000 convertible Equity Warrants of Re.1/- eachto Promoters & Non Promoters on preferential basis as on13th November 2010.

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Copper and its alloys are the most common materials used in lightning protection. Scores of lives and billions of dollars in propertycould be saved against lightning with protection systems made from Copper.

principles and procedures for the preparation and presentation of consolidated accounts as set out in the AccountingStandard (AS-21). The aforesaid statements, audited by the statutory auditors of the company have been filed with the stockexchanges as on 28th May, 2011 and are also attached to the Annual Report. The Consolidated Financial Statements presentedby the Company include the financial results of its subsidiary company. Also the Cash Flow Statement is provided in theAnnual Report along with the Balance Sheet and Profit and Loss Account.

DEPOSITORIES:

The Company is registered both with the National Securities Depository Limited and Central Depository (Services) Limited.The overseas depository of the Company is ‘The Bank of New York Mellon Corporation’. The shareholders can take advantageof holding their scrips in dematerialized mode.

INSURANCE:

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

1. United India Insurance Co. Ltd.2. Bharti Axa 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.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 Companyat 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 inaccordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company andfor 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 conclusionof ensuing Annual General Meeting. The Company has received a letter as required under section 224(1B) of the CompaniesAct 1956 from M/s. R. C. Jain & Associates, Chartered Accountants, confirming their eligibility and willingness to act asStatutory Auditors if re-appointed. The members are requested to appoint the Statutory Auditors from the conclusion ofthis Annual General Meeting until the conclusion of next Annual General Meeting.

Your Directors have to state that with respect to contingent liability mentioned in Auditors’ Report, the Auditor’s remark isself explanatory and explained in detail in Note 17 & 18 of Notes to Accounts. Further with reference to point no. 6 of Auditors’Report, the Company had sent confirmation letter to all the creditors and debtors to confirm their balances. However, inthe absence of any reply from some of the parties till the finalisation of accounts, their balances outstanding as on 31stMarch, 2011 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 andthe same being self explanatory, no further comments are considered necessary.

INTERNAL AUDITORS:

The Board of Directors of the Company had appointed M/s Kothawade & Laddha, Chartered Accountants as Internal Auditorof the Company on 12th August, 2010 for the year 2010-11 and also re-appointed them for the year 2011-12 to strengthenthe internal control system of the Company.

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

1. Reserve Bank of India for Statutory Audits of Banks Vide Panelment No. 061315;2. Comptroller And Auditor General of India (C & AG) Vide Panelment No. B –00533;3. Joint Registrar, Co-operative Development, Maharashtra Vide Panelment No.651.

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

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management’s discussion and analysis report for the year under review, as stipulated in Clause 49 of the Listing Agreementwith 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 andobligations. Your Company does not see CSR as a charity; not even as a responsibility, but as an opportunity to change andyour company’s activities are 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 help transform communities aroundthe 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 employee’s salary to be disclosed in the Directors Report. The employee’s salarylimit has been raised from Rupees Twenty-four Lakhs per financial year or Rupees Two Lakhs per month to Rupees SixtyLakhs 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 theCompanies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars ofEmployees) Amendment Rules, 2011.

APPRECIATION:

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

For and on behalf of the Board,

sd/-Sanjay S. MardiaChairman

Place: MumbaiDate: 28th May 2011

High performance Copper alloys are used in helicopters, jet planes, and all types of spacecraft.

14


ANNEXURE TO THE DIRECTOR’S REPORTDisclosure 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 alllevels 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.(iv) Energy audit has been carried out by outside consultants and their suggestions are being implemented by

the Company.

(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 impacton the cost of goods:(i) Per unit Energy consumption has increased from Rs.2.11 to Rs.2.72 due to increase in the prices of LPG gas

and Diesel. However, company has taken steps to reduce the consumption of LPG gas and diesel andsubstitute it by consumption of Electricity. Company has sanctioned 66KVA power from the ElectricityDepartment.

(ii) Rejection has gone down substantially due to improvement in quality of products.(d) Total energy consumption and energy consumption per unit as per Form A

FORM – A

Particulars Current Year Previous Year1. Electricity(a) Purchased

Units (KWH) 32,39,421 30,07,894Total Amount (Rs.) 1,26,84,491 1,27,68,909Rate per unit (Rs.) 3.92 4.25

(b) Own Generation (D.G. Set)Units (KWH) 4,53,041 47,545Total Amount (Rs.) 29,70,543 2,70,689Units per ltr. Of Diesel 6.26 6.26Rate per unit (Rs.) 6.56 5.69

2. GasKilogram 1,24,830 1,82,133Total Amount (Rs.) 56,02,104 65,93,882Rate 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 significantlydepending 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.

15


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 itscontinuous 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 inrespective head of revenue accounts. There was no capital expenditure incurred on imported technology during theyear.

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 Company’s products.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information of foreign exchange earning & outgo is as follows.(Rs. In Lacs)

Sr. No. Particulars 2010-2011

(A) C.I.F. Value of Exports 139.22(B) C.I.F. Value of Imports 2,066.72(C) Foreign Travelling Expenses 24.14(D) Import of Machinery 2,626.64(E) GDR Expenses 357.90(F) Remittance to NC Middle East FZE (Loans & Advance) 7,728.61(G) Interest receivable on Loan to NC Middle East FZE 61.61(H) Investment in NC Middle East FZE (Wholly owned subsidiary) 22.84

The efforts are being made to enhance export & Foreign Exchange Earnings.

For and on behalf of the Board,

sd/-Place: Mumbai Sanjay S. MardiaDate: 28th May, 2011 Chairman

Apollo 11 had a Copper-based lunar module-to-earth communications system. This enabled theastronauts to keep in touch with Earth during the voyage.

16


MANAGEMENT DISCUSSION & ANALYSIS1. INDUSTRY STRUCTURE & DEVELOPMENTS:

Copper is the one of the most widely used industrial metal. It is best conductor of electricity with high electrical andthermal conductivity, high strength, malleability, corrosion resistance, precision castability. Because of its high abilityto form alloys with other metals, it is used in wide range of industries including engineering, electrical etc.

Copper consumption in a country is an indicator of its level of economic development. Per capita consumption inIndia is in the order of 0.50 Kg as compared to 10 Kg in developed countries. Demand for copper is expected to surgein the domestic market, too, considering the huge capacity additions in its consumer industries. Copper prices in thedomestic market grew by 16.8 per cent y-o-y in the December 2010 quarter. The average expected growth of theconstruction industry of approx 7% - 9% p.a. will continue to drive the demand for copper building wires. In view ofthe growth in per capita disposable income the standard of living will improve; that will increase the density of copperusage in building wires as well.

Further growth in power sector is likely to drive India's copper consumption. The country has an installed capacity of163,000MW of electricity and according to 11th Five year plan Power Generation capacity addition is expected to be78,700MW during the period (2008-2012). Other consumer industries like real estate, machinery, transport andconsumer durables, too, are on an expansion spree. According to the International Energy Agency, India's powerproduction is expected to rise by 15-20% annually and to meet that, India needs to invest $1.25 trillion by 2030 intoenergy infrastructure. From this new infrastructure, India's annual copper demand is expected to be more than double.

During the year under review, your Company has successfully set up a ‘state of the art’ facility to manufacture Coppertubes for Air-conditioning, Refrigeration and Plumbing application areas with the latest ‘Cast and Roll’ Technology.The trial production from the new machinery done in phases has been successful and the commercial productionwill commence from June 2011.

2. OPPORTUNITIES & THREATS

Opportunities

• Government of India has targeted 100% electrification of rural areas by 2012 which will in turn drive additionaldemand for copper in power generation, transmission and distribution sectors.

• Growth in construction industry will continue to drive the demand for copper building wires.• Additional demand for copper will be created in urban mass rapid transport e.g. underground trains, monorails,

etc. to reduce the traffic jams in cities like Mumbai, Delhi etc.• Government has already started changing the method of delivery of LPG from Cylinders to Piping, thereby creating

continuous demand for copper tubes.• The new project of manufacturing copper tubes by “Cast & Roll Technology” will provide an Import substitution

for the country.• Being an Indian producer of copper products, there is a huge demand of these products in the Government Projects

and many other Private Projects.• Lesser Production Cost thus more competitive.• Better Geography and product mix.• Since the trade barriers and policies of countries like USA and Europe have provided a liberal hand to India, the

demand for our products in those countries has accelerated. Apart from this we also foresee good business relationsfrom GCC countries especially Qatar and Bahrain, where the growth in infrastructure is tremendously shootingupwards.

• Highest ever-copper semis production, improved operations efficiencies and continued cost reduction focus.• Higher value added products in the existing production plant.

Threats

• Substitutes: With the relatively high volatility of copper prices (raw material) which are controlled by the LondonMetal Exchange (LME) over the last several years, increased attention has been paid to the issue of substitution.Some of the substitutes are Aluminium, Zinc, plastic, stainless steel, optical fibre etc.

Copper is non magnetic and non sparking. Because of this, it is used in special tools and military applications.

17


• Competitive Rivalry: Competitive pricing strategy adopted by competitors due to trade economies may posethreat on market pricing leading to a reduced return as compared to expectations.

• New Entrants: Stiff competition is faced from Chinese producers as well as producers within the country whichinclude the SSI (Small Scale Industry) and unorganized sector players.

Challenges

Large imbalance between India’s smelting/ refining capacity and its limited production capacity in copper mining. In2010, India’s copper refining capacity was more than 1 mm tonnes of copper. The copper ore production in India forfiscal 2010 was 3.2 mm tonnes. India accounts for 3% of the global output but still has to depend completely on thecopper ore imports. The lack of sufficient supply of domestic copper ore has resulted in Custom smelters relying onimported 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 tonnesin 2009-10, achieving a growth of 38.04 % of Copper & other related Product.

4. FACTORS INFLUENCING COPPER MARKET AND PRICES

• 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 therebyaffecting the supply.

• Quality of ores.

5. FUTURE OUTLOOK

The Indian Economy has shown remarkable resilience. The overall growth of Gross Domestic Product (GDP) at factorcost at constant prices, as per Advance Estimates, was 8.6 per cent in 2010-11 representing an increase from therevised 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 centin 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 metalsindustry constitutes an important part in the Indian Economy. The industry fulfills the requirements of a broadrange of leading sectors like automobile and automotive parts, infrastructure, engineering, electronics, construction,packaging etc.

Year Economic Growth Projected in/ by

2010-11 8.5% year-on-year -

2011-12 9 + -0.25% Economic Survey

8.2% World Bank

Around 8% Reserve Bank of India

* Note : Finance Ministry to lower estimate in survey. Source: Economic Survey for 2010-11 and 13th Finance Commission.

Copper wires allow electric current to flow without much loss of energy.

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India’s per capita consumption of Copper is significantly less than that of China and substantially lower than the worldaverage. However, India’s domestic Copper Consumption is growing rapidly. Copper demand for the country is at6,50,000 tonnes by the end of 2011 as compared to 5,65,000 tonnes in 2010. The total copper consumption isestimated at 7,20,000 tonnes in 2011. [Source: Copper Fundamental Analysis 2011, Hedge Equities] The Copper Industry(both global and domestic) is presenting a significant path of growth and development and different sections ofIndustries such as telecom sector, power, automobile etc. are showing their interest with regards to Copper in theirapplications/products.

Government initiatives will further increase the growth of the Copper Consuming Industries as under:

• The Power, Telecom and Railway Industries are expected to attract 30.4%, 13.2% and 12.7%, respectively, of thetotal projected investment in infrastructure of US$581.68bn during the 11th five year plan.

• The Power Industry has a target growth rate of 9% for fiscal 2008 to fiscal 2012 according to Ministry of Power.

• Investment of Rs.110 – 120bn per annum as required for the automotive industry to reach its growth potentialduring the 11th Plan period.

[Source: 11th Five year Plan, Minstry of Power, Minstry of Heavy Industries & Public Enterprises]

According to International Copper Study Group (ICSG) data, global growth in copper demand for 2011 is expectedto exceed global growth in copper production and the annual production deficit, estimated at about 250,000 metrictons (t) of refined copper in 2010, is expected to be about 380,000 t in 2011. In response to prevailing high copperprices and increased end use demand, production increases are expected at operations curtailed following the 2008economic crisis and, to a lesser extent, from startup of new operations. Industrial demand in 2011 in all of the majorconsuming regions is expected to continue the upward trend begun in 2010 and exceed the growth in refinedproduction.

ICSG expects world apparent refined usage in 2011 to increase by 4% from that in 2010 to more than 20 Mt. In 2012,refined usage is again expected to increase in all major world markets, with global demand expected to rise by morethan 4%. In 2012, the production deficit is expected to narrow as refined copper production is expected to growfaster than demand.

6. RISKS & CONCERNS

In the current scenario the major concern being the unrest in the Middle East and North Africa which has boostedcrude oil prices and threatens to derail global economic recovery, which in turn, could depress copper demand. Alsonew projects are located in challenging regions which are politically more unstable and/or lack infrastructure raisingextraction costs.

Inflation, demand and supply dynamics, impact of debt crisis in Euro zone on copper prices are some of the risksinvolved. The fundamental outlook for copper is given in this report on the basis of prevailing market conditions.In case of any ambiguity, the situation for copper may change. Nissan has insured its assets and operations againsta wide range of risks, as part of its overall risk management strategies. However, the Company’s operations havehistorically shown significant exposure to the resilience to the fluctuations of economic and industry cycles, withdemand for most of its key products continue to grow at healthy rates even at times of an overall economicslowdown.

7. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your Company has a sound internal control system commensurate with its size. Internal Audit reports are discussedby the professionals & member of audit committee & suitable corrective actions as suggested are adopted by themanagement. We have always believed that transparency, systems and controls are important factors in the successand growth of any organization.

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.

19


8. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:Management Discussion and analysis of the Company’s operations and financial consolidation together with discussionon financial performance with respect to operational performance should be read with conjunction with the financialstatements as given below

FINANCIAL PERFORMANCE(Rs. in Lacs)

Financial Year Ended 2010-11 2009-10Sales 29,905.91 18,879.59Growth in sale 58% 30%Profit before depreciation, Interest & Tax (EBDIT) 3,359.47 2,418.99Depreciation 470.87 406.92Interest & Financial charges 1,170.46 803.48Profit before Tax 1,718.13 1,208.60Income Tax 463.88 295.93Profit After Tax 1,254.26 912.66Equity Share Capital 6,285.59 2,897.69Reserves & Surplus 14,128.77 5,383.36Net Worth 5,383.36 8,593.31Earning per Share (EPS) 0.23 0.60Cash Earning per Share (CEPS) 0.32 0.85Sales per Share (Rs.) 4.76 6.52Book Value per Share (Rs.) 0.86 2.97

Notes:1. During the year 2010-11, the Equity shares of the company having Face value of Rs.10/- each was subdivided into Ten Equity Shares of Re.1/- each.

Accordingly EPS, CEPS, Sale per share and Book value per share for the previous year is calculated on Re.1/- paid up share for comparison purpose.

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 toachieve a healthy work culture, transparency in working, fair business practice and a passion for efficiency. TheCompany follows a unique, home grown philosophy of allowing people to set their own targets and give them thefreedom to achieve them: ‘I can’. This philosophy has spread across all our employees and has been a constant sourceof motivation for our people. Further, to enhance their skills and enrich their experience, the Company providescontinuous training. This includes workshops, courses, seminars and visit to the Company’s plants. Of late, we havealso started in-house conferences for various disciplines. Employees from all our offices are invited to participate. Itis a useful forum for sharing experiences, ideas, innovations and developmental work undertaken in their respectivework places. From the beginning, we have followed a progressive policy of taking keen interest in the well-being andprogress of our people. All of this, we believe, has nurtured a strong sense of belonging among our people.

CAUTIONARY STATEMENTStatement in the Management discussion & analysis describing the Company’s objectives, projections, estimates &exceptions may be “forward looking statements” within the meaning of applicable securities laws & regulations. Actualresults could differ materially from those expressed or implied. Important factors that could make difference to thecompany’s 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

sd/-Place: Mumbai Sanjay S. MardiaDate: 28th May 2011 Chairman

A mobile phone contains about 16 grams of Copper and a computer contains about 0.7 kg of Copper.

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CORPORATE GOVERNANCE REPORT

Corporate Governance is a set of systems and practices to ensure that the affairs of the company are being managedin a way which ensures accountability, transparency and fairness in all its transactions in the widest sense and meetits stakeholder’s aspirations and societal expectations. Nissan Copper Limited believes in adopting the best practices’that are followed in the area of Corporate Governance across various geographies and continues to focus on goodCorporate Governance, in line with local and global standards. Its primary objective is to achieve business excellenceand to create and enhance value for its shareholders, customers, employees and other stakeholders.Nissan Copper Limited recognizes that good governance is a continuing exercise and reiterates its commitment topursue highest standards of Corporate Governance in the overall interest of all its stakeholders. The Company notonly adheres to the prescribed corporate practices as per Clause 49 but is constantly striving to adopt emerging bestpractices worldwide. It is our endeavor to achieve higher standards and provide oversight and guidance tomanagement in strategy implementation and risk management and fulfillment of stated goals and objectives.

Company’s philosophy on Corporate Governance

Corporate Governance is an integral part of the philosophy of Nissan Copper Limited in its pursuit of excellence, growthand value creation. The Company emphasises the need for full transparency, disclosure and accountability in all itstransactions, in order to protect the interests of its stakeholders. The Company always strives to achieve optimumperformance at all levels by adhering to corporate governance practices. Your Company’s Philosophy is based on thefollowing principles:

• Critically evaluate strategic direction of the Company, Management policies and their effectiveness.• Management is the trustee of the Shareholders Capital and has the duty to maximize Shareholders Value.• Have a single & transparent corporate structure driven solely by business needs.• Be transparent with high degree of disclosure and adequate control system.• Integrity & ethics in all our dealings.• Make a clear distinction between Personnel conveniences & corporate resources.• Monitoring of executive performance by the Board.• Timely disclosure of financial and management information.

(A) 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 and3 Non- Executive & Independent Directors. The composition of the Board is in conformity with Clause 49 of the ListingAgreement.

The composition of Board of Director is as follows:Sr. Name of the Director CategoryNo.

Director Committee CommitteeMember Chairman

1 Mr. Sanjay S. Mardia Promoter & Executive Chairman Nil Nil Nil2 Mr. Ratanlal S. Mardia Promoter & Managing Director Nil Nil Nil3 Mr. Atul S. Mardia Promoter & Whole-time Director designated Nil Nil Nil

as Executive Director4 Mr. Shailesh H. Shah Independent and Non- Executive Director Nil Nil Nil5 Mr. Praveen H. Shah Independent and Non- Executive Director Nil Nil Nil6 Mr. Nitin Mehta Independent and Non- Executive Director Nil Nil Nil

(*) Private Limited Companies, Foreign Companies, Companies under Section 25 of the Companies Act 1956 and Alternate Directorshipare excluded for the above purpose

(**) This includes the Chairmanship/ Membership of Audit Committee and Shareholder/Investor Grievance Committee of all publicLimited Companies

Directorship* and Chairmanship/Membership** of Board Committees inother public Limited Indian Companies

Copper’s superior thermal and electrical conductivity, combined with its 100% recyclability make Copper a truly green material perfect for building a sustainable world.

21


Attendance of the Directors at the Board Meeting and last Annual General Meeting:In the year 2010-2011, 15 (Fifteen) Meetings of the Board were held on 08.04.2010, 20.05.2010, 28.05.2010, 14.06.2010,15.07.2010, 28.07.2010, 12.08.2010, 21.08.2010, 16.09.2010, 13.10.2010, 13.11.2010, 08.12.2010, 24.01.2011,08.02.2011 and 15.02.2011. The intervening period between two Board meetings was well within the maximum timegap of four months prescribed in Clause 49.

The details of attendance of each Director at the Board Meetings and last Annual General Meeting are as under:

Name of the Director No. of Board Attendance lastMeeting Attended AGM held on 12th July, 2010

Mr. Sanjay S. Mardia 13 YesMr. Ratanlal S. Mardia 13 YesMr. Atul S. Mardia 15 YesMr. Praveen H. Shah 15 YesMr. Shailesh H. Shah 15 NoMr. Nitin Mehta 14 No

COMMITTEES OF BOARD

1. Audit Committee

The Audit Committee of the Company is constituted in accordance with the provisions of Clause 49 of ListingAgreement with the Stock Exchange(s) and Section 292A of the Companies Act 1956.The Audit Committee assists the Board in its responsibility for overseeing the quality and integrity of the accounting,auditing and reporting practices of the Company and its compliance with the legal and regulatory requirements. TheCommittee’s purpose is to oversee the accounting and financial reporting process of the Company, the audits of theCompany’s financial statements, the appointment, independence, performance and remuneration of the statutoryauditors, the performance of internal auditors and the Company’s risk management policies.During the year, five Audit Committee meetings were held on 20.05.2010, 28.05.2010, 12.08.2010, 13.11.2010 and08.02.2011. Mr. Hiresh S. Luhar, Chief Financial Officer attended the meeting and Ms. Payal Garg, Company Secretaryacted as a Secretary to the Committee.The Constitution of the Committee and the attendance of each member of the Committee are given below:

Name Designation Position Committee MeetingAttendance

Mr. Praveen H. Shah Independent Director Chairman 5Mr. Atul S. Mardia Whole-time Director Member 5Mr. Nitin Mehta Independent Director Member 5

2. Investor Grievance cum Share Transfer Committee

The Investor Grievance Committee specifically monitors expeditious redressal of Shareholders & Investor Complaintsreceived 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 alsomonitors 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 tothe Committee.

Sustainable mining practices and 100% recyclability add to the value and importance of Copper.

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The Constitution of the Committee and the attendance of each member of the Committee are given below:

Name Designation Position Committee MeetingAttendance

Mr. Praveen H. Shah Independent Director Chairman 4Mr. Ratanlal S. Mardia Managing Director Member 4Mr. Atul S. Mardia Whole- time Director Member 4

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 hasconstituted Remuneration Committee to review and recommend the remuneration payable to the Executive Directorbased on their performance and defined assessment criteria.The remuneration committee is constituted in confirmation with the recommendation under Clause 49 of the ListingAgreement as under:

Name Designation Position

Mr. Praveen H. Shah Independent Director Chairman

Mr. Shailesh H. Shah Independent Director MemberMr. Nitin Mehta Independent Director Member

No Remuneration Committee meeting was held during the year.

The details of remuneration paid to Executive Directors during the financial year 2010–2011 are given below:

Particulars Mr. Sanjay S. Mardia, Mr. Ratanlal S. Mardia, Mr. Atul S. Mardia,Chairman Managing Director Whole-time Director

designated asExecutive Director

Basic Salary (Rs.) 48,00,000 48,00,000 48,00,000

Commission @ 5% of Nil Nil NilNet Profit – Basic Salary

Total (Rs.) (p.a.) 48,00,000 48,00,000 48,00,000

Details of shares of the Company held by the Executive & Non-Executive Directors as on 31st March 2011 are as follows:

Name No. of shares held % to the total capitalin the Company

Ratanlal S. Mardia 7,13,30,000 11.35

Sanjay S. Mardia 2,76,27,380 4.40

Atul S. Mardia 5,30,000 0.08

Praveen H. Shah 0 0

Shailesh H. Shah 0 0

Nitin Mehta 0 0

The Company has not paid any remuneration or sitting fees to the Non-Executive Directors.

Copper is by far the best low-cost conductor of electricity, so it is widely used for electrical cables.

23


INFORMATION ON GENERAL BODY MEETINGS1. Details of Annual/ Extra Ordinary General Meetings:a) Location and Time of the Annual General Meeting for the last three years are as under:

Year Venue of the meeting Date Time No. of Details of Special Resolution passedSpecialresol-utionspassed

2007-2008 Umbergaon Club & Resort 08/9/2008 11.00 A.M. 2 i Revision in remuneration ofMadhuvan Complex, Umbergaon Mr. Sanjay S. Mardia, ExecutiveSanjan Road, Umbergaon 396171 Chairman of the Company.

ii Revision in remuneration ofMr. Ratanlal S. Mardia, ManagingDirector of the Company.

2008-2009 Umbergaon Club & Resort 20/7/2009 11.00 A.M. 0Madhuvan Complex, Umbergaon N.A.Sanjan Road, Umbergaon 396171

2009-2010 Umbergaon Club & Resort 12/7/2010 11.00 A.M. 3 i Revision in remuneration ofMadhuvan Complex, Umbergaon Mr. Sanjay S. Mardia, ExecutiveSanjan Road, Umbergaon 396171 Chairman of the Company.

ii Revision in remuneration ofMr. Ratanlal S. Mardia, ManagingDirector of the Company.

iii Revision in remuneration ofMr. Atul S. Mardia, Whole TimeDirector designated as ExecutiveDirector of the Company.

b) Details of Extra Ordinary General Meeting held during the last three years are as under:

Year Venue of the meeting Date Time Details of Resolution passed

2008-2009 Umbergaon Club & Resort 19/07/2008 11.00 A.M i Increase in Authorised Share Capital andMadhuvan Complex, Umbergaon Alteration of Memorandum of Association.Sanjan Road, Umbergaon 396171 ii Alteration of Articles of Association.

iii Issue of fully Convertible Equity ShareWarrants on Preferential Basis.


iii Issue of fully Convertible Equity ShareWarrants on Preferential Basis.


iii Issue of Global Depository Receipt (GDR)iv Increase in Investment Limit U/S 372av Increase in the limit of FII Investment.

2010-2011 Umbergaon Club & Resort 16/09/2010 11.00 A.M. i Alteration of Articles of AssociationMadhuvan Complex, Umbergaon ii Subdivision of the Equity shares of theSanjan Road, Umbergaon 396171 Company having face value of Rs.10/- each

into Ten Equity Shares of Re.1/- each.

Copper has the atomic number 29, an atomic mass of 63.546 and melts at 1083°C.

24


2. Passing of Resolution by Postal BallotIn the meeting of the Board of Directors held on December 08, 2010, it was unanimously approved by the Board toconduct a Postal Ballot to seek approval of the shareholders for shifting its registered office of the Company from“Shed no. J-20 G.I.D.C, Umbergaon, Valsad, Gujarat – 396171” to “168/2/1, Rudana, Khanvel, Silvassa – 396230, UnionTerritory of Dadra and Nagar Haveli”. The Postal Ballot notice along with Postal Ballot form was duly sent to all theShareholders of the Company. Mr. Hemanshu Kapadia, Practicing Company Secretary of M/s Hemanshu Kapadia &Associates was appointed as a Scrutinizer and submitted his report at the meeting held on January 18, 2011.The Result of the voting conducted through Postal Ballot in this regard is as under:

Particulars No. of Forms No. of Shares % of Total votes represent

Total postal ballot forms received 561 14,10,61,091 -Less: Invalid Postal forms (as per register) 100 37,57,492 -Net Valid Postal Ballot Forms (as per register) 461 13,73,03,599 100%Postal Ballot Forms with Assent for the Resolution 451 13,72,92,378 99.99%Postal Ballot Forms with Dissent for the Resolution 10 11,221 0.01%

Based on the report, Mr. Ratanlal S. Mardia, the Chairman of the meeting announced the result of Postal Ballot declaringthat the votes cast by the Members in favour of the resolution represent more than three times the total number ofvotes cast against resolution. Thus the resolution was passed with requisite majority.

On receipt of the Members approval, the Company has duly filed a petition with the Company Law Board, WesternRegion Bench, Mumbai seeking approval for shifting the registered office from Valsad, State of Gujarat to Silvassa,Union Territory of Dadra and Nagar Haveli. A copy of the petition along with all the requisite annexures has beenduly filed with the Registrar of Companies and a copy of the same has been sent to the Chief Secretary, Governmentof Gujarat, Gandhinagar.

As on date, no special resolution is proposed to be conducted through postal ballot.

DISCLOSURES

• Disclosure by the Management to the Board on materially significant related party transactions that mayhave potential conflict with the interests of the Company at large:

All disclosures relating to financial and commercial transactions where Directors may have a pecuniary interestare provided to the Board and the interested Directors did not participate in the discussion nor voted on suchmatters. The same are also entered in the Register maintained under Section 301 of the Companies Act, 1956.

• Details of non-compliance by the Company, penalties, strictures imposed on the Company by Stock Exchangesor SEBI or any statutory authority, on any matter related to capital markets, during the last three years:

There were no instances of penalties, strictures imposed on the Company by stock exchanges, SEBI, or any statutoryauthority, on any matter related to the capital markets during last 3 years.

• Whistle blower policy and affirmation that no personnel has denied access to the audit committee

The Board of Directors affirms and confirms that no personnel have been denied access to the Audit Committee.However, a formal Whistle Blower policy is not in place.

• Details of compliance with mandatory requirements and adoption of the non-mandatory requirements ofclause 49

The Company has duly complied with the mandatory requirements of the Clause 49 and as required by Clause 49of the Listing Agreement, the Auditors Certificate on Corporate Governance is given as Annexure III. The status ofthe compliance with the non mandatory requirements of this clause has been detailed hereof.

• Accounting treatment in preparation of financial statements

The Company has followed the guidelines of accounting standards laid down by the Institute of CharteredAccountants of India (ICAI) in preparation of its financial statements.

The Company has laid down procedures to inform the Board Members about the risk assessment and minimizationprocedures.

Copper is also a good conductor of heat, which is why it is used to make the bases of saucepans and heating pipes.

25


MEANS OF COMMUNICATION

Quarterly results:

The quarterly results of the Company are regularly sent to the stock exchanges and the same are available on thewebsite of those exchanges.

Further the Financial Results and other relevant information are also available on the website of the Company viz.www.nissancopper.com

Print

The Company publishes unaudited quarterly accounts and half-yearly accounts reviewed by auditors and auditedannual financial results generally in Free Press Journal, and Navshakti (Regional Language), Mumbai & Gujarat Mitra,at Surat. Besides, notice of the Board Meetings for the adoption of the aforesaid results is also published in the samenewspapers.

Service of documents by e-mode:

“Green Initiative in the Corporate Governance” : The Ministry of Corporate Affairs has clarified vide Circular no.17/2011, dated April 21, 2011 that a Company would have complied Section 53 of the Companies Act, 1956, if theservice of the document has been made through electronic mode provided that the Company has obtained emailaddresses of its members for sending the notice/ documents through e-mail by giving an advance opportunity toevery shareholders to register their email address and changes therein from time to time with the Company.

Keeping in view of the theme underlying the circular issued by MCA, the Company shall send documents like noticecalling for Annual General Meeting, Audited Accounts, Directors’ Report, Auditors’ Report, etc. from the year endedMarch 31, 2011 onwards and other communications, in electronic form, to e-mail addresses of those members whichare available in the records of the Company and/or made available to us by the Depositories. In case you desire toreceive the documents mentioned above in physical form or change or register email address, you are requested tosend an e-mail to [email protected]

GENERAL SHAREHOLDERS INFORMATION

1 Date, Time and Venue of Annual Tuesday, 23rd August, 2011 – 11.00 AM – At Umbergaon Club &General Meeting Resort, Madhuvan Complex, Umbergaon Sanjan Road,

Umbergaon 396171

2 Financial Year 1st April 2010 – 31st March 2011

3 Dates of Book Closure August 18, 2011 to August 22, 2011 (Both Days inclusive)

4 Dividend Payment Credit/ dispatch between August 24, 2011 and August 31, 2011

5 Equity Shares Listed on Stock Bombay Stock Exchange (BSE)Exchanges at Exchange Code : 532789

National Stock Exchange of India Limited (NSE)Exchange Code : NISSAN

6 Global Depository Receipts (GDRs) Luxembourg Stock ExchangeListed on Stock Exchange at 11, Av de la Porte-Neuve, L – 2227, Luxembourg.

7 Listing Fee The Company has paid the Annual Listing Fee for the financialyear 2011-2012 to BSE and NSE.Annual maintenance and listing agency fee for the calendar year2011 has been paid by the Company to the Luxembourg StockExchange.

The high conductivity of Copper makes it a perfect material for the core of electrical cables.

26


8 ISIN Number for NSDL & CDSL INE846H01021The annual Custodian Fees for the Financial year 2011-12 havebeen paid to National Securities Depository Limited (NSDL) andCentral Depository Services (India) Limited (CDSL).

9 Overseas Depository The Bank of New York Mellon Corporation101 Barclay Street, 22 West, New York, NY 10286 USA.

10 Domestic Custodian The Hongkong & Shanghai Banking Corporation LimitedAndheri Branch Office, 2nd Floor, “SHIV”, Plot no. 139-140 B, W.E.Highway, Sahar Road Junction, Vile Parle (E), Mumbai – 400 057.

11 Corporate Identity Number (CIN) CIN, allotted by the Ministry of Corporate Affairs, Government ofIndia is L36939GJ1989PLC013072, and Company RegistrationNumber is 04 - 13072. The Company is registered at the State ofGujarat, India.

12 Registrar & Share Transfer Agent:Bigshare Services Pvt. LtdE-2/3,Ansa Industrial Estate, Sakivihar Road, Sakinaka,Andheri East,Mumbai - 400 072.Tel No.40430200 / 28470652, Fax No. [email protected], website - www.bigshareonline.comBusiness 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 Modulei'Boss the most advanced tool to interact with shareholders. Please login into i'Boss (www.bigshareonline.com]and help them to serve you better."

14 Stock Market Data As Annexure A

15 Share Transfer System: Transfer of Shares in physical form are effected and share certificates are dispatchedwithin an average period of 15-20 days from the date of the receipt of request, provided the relevantdocuments are complete in all respects.

With a view to expedite the process of Share Transfers, committee of the Company have been severallyauthorised to approve the valid applications for transfer, which have been duly processed and scrutinizedby the Registrar & Share Transfer Agent. The said officers of the Company attend to the Share Transferactivities atleast once in fortnight.

16 ECS Mandate: Under ECS, shareholders get an option to receive dividend directly into their bank accountsrather than receiving the same through dividend warrants. Shareholders holding shares in physical form, whowould like to avail of this facility, are requested to send the ECS mandate to the Company’s R & TA. Shareholdersholding shares in electronic form (demat form) are requested to give the ECS mandate to their DepositoryParticipants directly.

17 Distribution of Shareholdings & Shareholder Pattern as on 31st March, 2011: Annexure – B is attached

18 Dematerialization of Shares & Liquidity as on 31st March, 2011

Physical Form Demat Form

140 628,558,910

NSDL CDSL482,881,922 145,676,988

Copper is so ductile (easily stretched) that a Copper rod as thick as a finger can be stretched out thinner than a human hair.

27


19 Nomination Facility: Pursuant to the provisions of Section 109A of the Companies Act 1956, Shareholdersare entitled to make nominations in respect of shares held by them. Shareholders holding shares in physicalform & desirous of making nominations are requested to send their requests to the Company’s RTA.Shareholders holding Shares in electronic form (demat form) are requested to give their nomination requestto their respective Depository Participant directly.

20 Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impacton 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 equityshares in the Company. The GDRs are listed at Luxembourg Stock Exchange. The Bank of New YorkMellon is the Depository and HSBC is the Custodian of all the Equity Shares underlying the GDRs issuedby the Company. The proceeds from the offering are being used to explore and expand new marketsin Middle East and North Africa (MENA) region by investing in our subsidiary company NC Middle EastFZE 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 Warrantswere converted to Equity Shares on 16th March, 2010 and the balance 88,79,000 Equity Share Warrantswere 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 ofRs.10/- each were subdivided into Ten Equity Shares of Re.1/- each as on 28th September, 2010.)

21 Plant Location:Unit 1: J/20 G.I.D.C. Umbergaon, Gujarat - 396171Unit 2: Survey No. 168/2,/1 Village – Rudana, Khanvel, Silvassa – 396 230

22 Shareholders/ Investors Correspondence:Share holders can address their Correspondence to the following:

1. Bigshare Services Pvt. LtdE-2/3,Ansa Industrial Estate, Sakivihar Road, Sakinaka,Andheri East,Mumbai - 400 072.Tel No.40430200 / 28470652, Fax No. [email protected] - www.bigshareonline.com

2. Ms. Payal GargCompany SecretaryNissan Copper Limited,Office No. 903-906, 9th Floor, Raheja Chambers,213 Nariman Point, Mumbai 400021Telephone No : 022 4302 4000-49 Fax No. : 022 2283 3889Email Address : [email protected]/[email protected]

23 E-Communication Mode:Members can register their email addresses for receiving communication from the Company in electronicmode by sending an email to [email protected], the same email address can be used by the members to keep the Company informed as and whenthere is any change in the e-mail address.In respect of electronic holdings, members can also register/update their email addresses with the Depositoryor Bigshare Services Pvt. Ltd (R&TA).

Brasses and Bronzes are probably the most well-known families of Copper-base alloys.

28


STOCK MARKET DATA ANNEXURE A

SHARE PRICE / VOLUME (BOMBAY STOCK EXCHANGE)(For the Period from 01.04.10 to 31.03.11)

Month High Price Low Price No. of SharesApr-10 43.50 37.05 3,68,847May-10 40.45 30.50 4,69,822Jun-10 58.45 35.00 43,68,044Jul-10 67.25 35.70 1,23,20,308Aug-10 45.35 34.55 34,86,844*Sep-10 44.50 38.15 59,99,038

* Data is for the period from 01/04/2010 to 26/09/2010 as the FaceValue of the Shares Split from Rs.10/- to Re.1/- as on 27/09/2010

SHARE PRICE / VOLUME (NATIONAL STOCK EXCHANGE)(For the Period from 01.04.10 to 31.03.11)

Month High Price Low Price No. of SharesApr-10 44.40 37.05 3,25,271May-10 41.00 33.60 1,99,583Jun-10 58.50 35.05 4,85,2903Jul-10 66.95 34.80 1,80,14,300Aug-10 45.20 34.50 33,30,269*Sep-10 45.00 38.25 55,63,546

*Data is for the period from 01/04/2010 to 26/09/2010 as the FaceValue of the Shares Split from Rs.10/- to Re.1/- as on 27/09/2010

Month High Price Low Price No. of Shares**Sep-10 4.50 3.70 1,36,84,559Oct-10 4.20 3.51 1,35,28,779Nov-10 4.80 2.88 3,26,37,106Dec-10 3.85 2.95 68,92,417Jan-11 3.42 2.75 30,44,906Feb-11 3.12 2.62 31,51,341Mar-11 2.93 2.25 28,18,933

**Data is for the period from 27/09/2010 to 31/03/2011 as the FaceValue of the Shares Split from Rs.10/- to Re.1/- as on 27/09/2010

Month High Price Low Price No. of Shares**Sep-10 4.20 3.70 1,78,15,573Oct-10 4.20 3.55 1,25,75,165Nov-10 4.75 2.90 2,82,47,252Dec-10 4.00 2.95 73,00,577Jan-11 3.45 2.75 38,91,327Feb-11 3.10 2.65 46,80,579Mar-11 2.90 2.25 35,87,870

**Data is for the period from 27/09/2010 to 31/03/2011 as the FaceValue of the Shares Split from Rs.10/- to Re.1/- as on 27/09/2010

SHARE HOLDING PATTERN ANNEXURE BEquity Share Holding Pattern as on 31st March 2011

Category of Shareholders No. of shares held % to TotalA. Shareholding of Promoter and Promoter Group

1. Promoters- Indian Promoters 19,92,07,300 31.69%- Foreign Promoters 0 0

Sub Total (A) 19,92,07,300 31.69%B. Public Shareholding

2. InstitutionsFIIs/Financial Institutions/Banks 3,25,05,630 5.17%3. Non Institution

- Private Corporate Bodies 13,69,20,152 21.78%- Indian Public 10,95,58,756 17.43%- NRIs (Repat) 23,83,660 0.38%- Overseas Corporate Bodies 14,75,00,000 23.47%- Clearing Members 3,44,902 0.05%- Employees 1,38,650 0.02%

Sub Total (B) 42,93,51,750 68.31%Grand Total (A+B+C) 62,85,59,050 100%

Other Copper alloy families include Copper-nickels and nickel silvers.

29


Distribution of Shareholdings as on 31st March 2011.

Share Holding of Nominal No. of % of No. of % ofValue of Re. 1/- shareholders shareholders shares shareholding

Upto 5000 18,051 84.46 2,63,03,514 4.19

5001-10000 1,644 7.69 1,37,97,181 2.20

10001-20000 726 3.40 1,13,18,111 1.80

20001-30000 318 1.49 82,18,441 1.31

30001-40000 127 0.59 45,48,086 0.72

40001-50000 138 0.65 65,13,927 1.03

50001-100000 183 0.86 1,34,41,200 2.14

100001 and Above 185 0.87 54,44,18,590 86.61

Total 21,372 100 62,85,59,050 100

(B) NON MANDATORY REQUIREMENTS

1. Chairman of the Board

The Company has an Executive Chairman and hence the requirement pertaining to reimbursement of expensesto a Non- Executive Chairman does not arise.

2. Remuneration Committee

The Company has a Remuneration Committee. Please refer under Mandatory Requirements.

3. Shareholder Rights

As the Company’s financial results are published in English newspaper having a wide circulation all over India andin a Marathi newspaper widely circulated in Mumbai (Maharashtra), the same are not sent to the shareholders ofthe Company, individually. The Company’s Quarterly/ Half Yearly/Annual Audited Results are also posted on tothe Company’s Website.

4. Audit Qualifications

There are no qualifications in the Auditor’s Report for the financial year under review.

5. Training of Board Members

The necessary training will be provided to the Board Members as and when required.

6. Mechanism to evaluate Non-Executive Board Members

The Board of Directors does not feel the necessity of evaluating the performance of its Non-Executive Members /Directors as of now.

7. Whistle Blower Policy

The Company has not formulated a Whistle Blower Policy as of now.

MANAGEMENT REVIEW & RESPONSIBILITY:• Corporate Social Responsibility:

As a concerned Corporate Citizen, your Company believes that CSR initiatives are a way to pay back societal debtand obligations. Your Company does not see CSR as a charity; not even as a responsibility, but as an opportunity tochange and your company’s activities are determined by the concept of Changing Lives. Your company is constantlyendeavored to improve the quality of life of the communities and to bridge the gaps in society and help transformcommunities 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.”

Mobile Phones in particular are ‘Copper Mines’, for this metal has been used extensively in them.The practice of recycling a metal from an old gadget is called ‘Urban Mining’.

30


• Prevention of Insider Trading Practices:In compliance with SEBI regulation on prevention of insider trading, the Company has instituted a comprehensivecode of conduct for its directors, management and officers. The code lays down guidelines, which advice them onprocedures to be followed & disclosures to be made, while dealing with the shares of the Company and cautioningthem of the consequences of violations. The code clearly specifies, among other matters, that Directors and specifiedemployees of the Company can trade in shares of the Company only during ‘Trading Window open Period’. The TradingWindow is closed during the time of declaration of results, dividend and material events, etc. as per the code.

The Company Secretary is the Compliance Officer.

• Risk Management Framework:

Risk assessment and management is an ongoing process within the organization. Over the years the Company hasencountered several risks such as inflation, high volatility of copper prices, demand/supply dynamics and concernssuch as issue of substitution, competitive pricing strategy etc. during the process of its business. While the Companyhas taken several steps to defy and alleviate these, it has maintained the quality and standard of the products. Nowwith the Subsidiary, the Company has compliance obligations with diverse rules and regulations. In the currentscenario any unforeseen changes whilst the major concern being the political unrest in the Middle East and NorthAfrica can expose the Company’s business. To limit such exposures, the Subsidiary Company operates primarily in acountry where investment, business, legal framework etc. are in place. For any new investments, country riskevaluations 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 strategiesand tighter procurement and working capital management.

The Company has adequate system of Internal Control to ensure reliability of financial and operational informationand compliance with statutory / regulatory compliances. The validation of adequacy of internal process is done bythe 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 withNational Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the totalissued and Listed Capital. The Secretarial Audit Report confirms that the total issued / paid up capital is in agreementwith the total number of Shares in physical form and the total number of dematerialized shares held with NSDL &CDSL.

ANNEXURE IANNUAL 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 personnelof Nissan Copper Limited have affirmed compliance with the code of conduct adopted by the Company for the year2010-11.

For Nissan Copper Limited sd/-Ratanlal S. MardiaManaging director

Copper is sometimes combined with nickel (e.g. cupronickel and monel) to make a corrosion resistant material that is used in shipbuilding.

31


ANNEXURE -II

CFO & CEO/MANAGING DIRECTOR CERTIFICATION

We, Ratanlal S. Mardia, Managing Director & Hiresh S. Luhar, CFO of Nissan Copper Limited, to the best of our knowledgeand belief, certify that:-

• We have viewed the Balance Sheet & Profit & Loss Account (Consolidated & Standalone) and all the schedules andnotes on accounts, as well as the cash flow statements, and directors Report.

• Based on our knowledge & information, these statements do not contain any untrue statement of a material facts oromit to state any material fact necessary to make the statements made, in the light of the circumstances under whichsuch statements were made, not misleading with respect to the statement made.

• Based on our knowledge & information, the financial statements, and other financial information included in this report,present in all material respect, a true and fair view of the Company’s affairs, the financial condition, results of operationsand cash flow of the company as of, and for, the periods presented in this report, and are in compliance with existingaccounting standards and/or applicable laws and regulations.

• To the best of our knowledge and belief, no transactions entered into by the Company during the financial year arefraudulent, illegal or violative of the Company’s code of conduct.

• We accept responsibility for establishing and maintaining internal controls for Financial Reporting and we haveevaluated the effectiveness of the Internal Control Systems of the company pertaining to Financial Reporting the samehave disclosed to the auditors and the Audit Committee. Deficiencies in the design or operation of such internalcontrols, if any, of which we are aware have been disclosed to the auditors and the Audit Committee and steps havebeen taken to rectify these deficiencies.

• We have indicated to auditors and the Audit committee that:

a. There have been no significant changes in internal control over Financial reporting during the year under reference;

b. There have been no significant changes in Accounting Policies during the year requiring disclosure in the notesto the Financial Statements; and

c. We are not aware of any instance during the year of significant fraud with involvement therein of the Managementor an employee having a significant role in the company’s internal control system over Financial Reporting.

sd/- sd/-Hiresh S. Luhar Ratanlal S. MardiaChief Financial Officer Managing Director

Place : MumbaiDate : 28th May 2011

Copper is a great water-proof roofing material.

32


AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE ANNEXURE III

To the Members of Nissan Copper Ltd.

We have examined the compliance of conditions of corporate governance by Nissan Copper Limited for the year ended on31st 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 limitedto procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions ofCorporate 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 Companyhas 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 ShareTransfer Agent of the Company have maintained records to show the Investor’s Grievances against the Company and havecertified that as on 31st March 2011 there were no investor grievances remaining unattended/pending for more than 30days.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

For R. C. Jain & Associates.Chartered Accountants

FRN No. : - 103952W

sd/-R. C. JainPartner


For Copper, energy consumption depends on several factors, including quality of ore, the type of energy used and the losses involved.

33


AUDITORS’ REPORT TO THE MEMBERS OF NISSAN COPPER LIMITED

1. We have audited the attached Balance Sheet of M/s. NISSAN COPPER LIMITED as at 31st March 2011, the Profit &Loss Account and the Cash Flow Statement of the Company for the year ended on that date. These financial statementsare the responsibility of the management of the Company. Our responsibility is to express an opinion on these financialstatements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement. An audit includes examination on a test basis, evidence supporting the amountsand disclosures in the financial statements. An audit also includes assessing the accounting principles used andsignificant estimates made by the management, as well as evaluating the overall presentation of the financialstatements. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) order, 2003 issued by the Central Government of India in terms ofSection 227 (4A) of the Companies Act, 1956, and on the basis of such checks of the books and records as weconsidered appropriate and according to the information and explanations given to us in the course of our audit, wegive in the Annexure hereto a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Without qualifying our opinion, we draw attention to:-

a) Note 17 of schedule “P” forming part of the Financial Statements relating to statutory disputed dues with IncomeTax Authorities in connection with Search conducted on 17.01.2009, order of which was passed on 31.12.2010. Ademand of Rs. 34.83 crores has been raised against the company by the Assessing Officer of Income TaxDepartment. The company has filed an appeal before the CIT (A) and the same has not been yet scheduled forhearing. The Management considers that the appeal matter would be pronounced in the favour of the companyand hence the claim has been disclosed under ‘Contingent Liabilities’.

b) Note 18 of schedule “P” forming part of the financial statement relating to appeal filed by ACIT, CC- 20 before theHon’ble High Court u/s. 260A on 26.04.2010 for the AY 2005-06 in relation to deduction allowed under section80IB, the outcome of which is still pending. The Hon’ble Income Tax Appellate Tribunal, Ahemdabad pronouncedthe order for the above said case in the Company’s favour. So the Management considers the Hon’ble High Courtwould pronounce the matter in the favour of the company and hence the claim has been disclosed under‘Contingent Liabilities’.

5. Further to our comments in the Annexure referred to in Paragraph 3, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge and belief werenecessary for the purpose of our audit.

b) In our opinion, proper books of account, as required by law, have been kept by the Company, so far as appearsfrom our examination of those books.

c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreementwith the books of account.

d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report complywith the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the Directors as on March 31, 2011, and taken on recordby the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from beingappointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

6. We further report that :-

a) Pending confirmations and reconciliation, the balances under the heads Sundry Creditors, Loans & Advances andsome of the Sundry Debtors remain as per book balance the impact of which can not be quantified at this stage.

Copper is used in Copper wire, electromagnets and electrical relays and switches.

34


(Ref. Note No. 2 of Schedule “P” forming part of Financial Statements.)

b) The effect of qualifications given above on the profit as well as assets and liabilities of the company could not beascertained for want of details in respect of (a) above.

7. Subject to the matter referred to in paragraph 6 (a) above, in our opinion and to the best of our information andaccording to the explanations given to us, the said Financial Statements read together with the Significant AccountingPolicies and other notes thereon give the information required by the Companies Act, 1956, in the manner so requiredand give a true and fair view in conformity with the accounting principles generally accepted in India:

i) In the case of the Balance Sheet, of the state of Affairs of the Company as at 31st March, 2011;

ii) In the case of the Profit and Loss Account, of the profit for the year ended on that date; and

iii) In the case of Cash Flow Statement, of the cash flows for the year ended on that date.

For R.C. JAIN & ASSOCIATESChartered Accountants

FRN No. 103952W



Copper finds many uses, either in the form of pure Copper or its alloys or compounds in many Industries for a variety of purposes.

35


ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in paragraph 3 of our Report of even date on the accounts of NISSAN COPPER LIMITED for the year ended on31st March, 2011)

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situationof its fixed assets.

(b) The fixed assets of the company have been physically verified in a phase wise manner during the year by themanagement and no material discrepancies between the book records and the physical inventory have beennoticed.

(c) During the year, the company has not disposed off any substantial/major part of fixed assets.

2. (a) The inventories of the company at all its locations have been physically verified by the management during theyear.

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonableand adequate in relation to the size of the Company and nature of its business.

(c) The company has maintained proper records of inventories and the discrepancies between the physical inventoriesand the book records which have been properly dealt with in the books of account were not material.

3. (a) The Company has granted loans to the Companies, firms or other parties listed in the register maintained undersection 301 of the Companies Act, 1956. The Maximum amount involved during the year and the year-end balanceof such Loan aggregates to Rs. 8,155.26 lacs & Rs. 7,701.68 lacs respectively.

(b) In our opinion, the rate of interest and other terms and conditions of the above loan granted by the company, arenot prima facie, prejudicial to the interest of the company.

(c) There is no stipulation as to the receipt of the loan granted by the Company.

(d) There are no amounts overdue more than Rs 1 lakh and the loan given by the Company to its wholly owned foreignsubsidiary company is repayable on demand and therefore the question of overdue amount does not arise.

(e) The company has taken loans from parties listed in the Register maintained under Section 301 of the CompaniesAct, 1956. The Maximum amount involved during the year and the year-end balance of such Loan aggregates toRs. 552.38 lacs & Rs. Nil respectively.

(f ) In our opinion, the rate of interest and other terms and conditions of the above loan taken by the company, arenot prima facie, prejudicial to the interest of the company.

(g) There is no stipulation as to the repayment of the loan taken by the Company.

4. In our opinion and according to the information and explanations given to us, there are adequate internal controlprocedures commensurate with the size of the Company and nature of its business with regard to the purchase ofinventory and fixed assets, and with regard to the sale of goods. Further, on the explanation given to us, we haveneither come across nor have been informed of any continuing failure to correct major weakness in the aforesaidinternal control system.

5. (a) In our opinion, the transactions that need to be entered in the Register maintained under Section 301 of the Acthave been so entered.

(b) In our opinion, the aforesaid transactions have been made at prices which are reasonable having regard to theprevailing market prices.

6. In our opinion and according to the information and explanations made available to us by the management, thecompany has not accepted any deposit from public within the meaning of Section 58A and 58AA or any other relevantprovision of the Companies Act, 1956 and the rules framed there under.

Copper is obtained by several processes like smelting, leaching and electrolysis of the Copper sulfides, carbonates and oxides.

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7. In our opinion, the company has internal audit system commensurate with the size of the company and nature of itsbusiness.

8. The Central Government has prescribed maintenance of the cost records under section 209(1) (d) of the CompaniesAct, 1956, in respect to the company’s products. As per the information and explanation provided to us, we are ofthe opinion that prima facie, the prescribed records have been made and maintained. We have however not made adetailed examination of the record with a view to determine whether they are accurate or complete.

9. In respect of statutory dues:

(a) According to the information and explanations given to us, the company has been generally regular in depositingundisputed statutory dues payable in respect of Provident Fund, Workman Compensation Fund, Income Tax, SalesTax, Wealth Tax, Customs Duty, Excise Duty, Cess and any other material statutory dues applicable to it with theappropriate authorities during the year.

According to the information and explanations given to us, there are no dues relating to income tax, sale tax,wealthtax, custom duty, excise duty and cess as at 31st March, 2011 outstanding for a period of more than six monthsfrom the date they become payable.

(b) According to the information and explanations given to us, details of dues of Income Tax amounting to Rs 2503.30lakhs & Excise Duty amounting to Rs. 859.04 lakhs (Refer Note No. 7 of Schedule “P” forming part of financialstatements for details) net of deposits made have not been deposited on account of disputes pending at variousforums.

10. The company has no accumulated losses as at 31st March, 2011 and it has not incurred any cash losses in the financialyear ended on that date or in the immediately preceding financial year.

11. According to the records of the Company examined by us and the information and explanations given to us, theCompany has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date.

12. According to the information and explanations given to us and based on the documents and records produced tous, the company has not granted any loans and advances on the basis of security by way of pledge of shares,debentures and other securities.

13. In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/Society. Therefore, the provisions ofclause 4 (xiii) of the Companies (Auditor’s Report) Order, 2003 (as amended) are not applicable to the Company.

14. In our opinion and according to the information and explanations given to us, the Company is not a dealer or traderin shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the Company has not given anyguarantee for loans taken by others from banks or financial institutions during the year.

16. Based on the information and explanation given to us, term loan was applied for the purpose for which the loan wasobtained.

17. According to the information and explanations given to us and on an overall examination of the Balance Sheet andCash Flow Statement of the Company, we report that no funds raised on short term basis have been used for longterm investment.

18. The Company has not made any preferential allotment of shares to parties and companies covered in the Registermaintained under section 301 of the Companies Act, 1956 during the year. However preferential equity warrant wereissued by the company in the Financial year 2009-10 which were partly forfeited at the request of subscribers &converted to shares in the same year & the remaining part was forfeited and converted to shares at the request ofsubscribers in the current financial year.

19. According to the information and explanations given to us, and the records examined by us, the company has notissued any debentures during the year.

Copper cathode is used as a starting material for Copper rods.

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20. The Company has issued shares against GDR’s amounting to Rs 100 crores during the current financial year, thepurpose of which was specified in the Offering Circular. According to the information and explanations given to us,and the records examined by us, the money raised by way of GDR has been used for the specified purpose.

21. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the FinancialStatements and as per the information and explanations given by the management, we report that no fraud on or bythe Company has been noticed or reported during the course of our audit, nor have we been informed of such caseby the management.


FRN No. 103952W



Copper cathodes are also used for making alloys like brass, bronze and alloy steel, with applications in defense and construction.

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BALANCE SHEET AS AT 31ST MARCH, 2011

Copper rods are currently used primarily for power and communication cables, transformers and magnet wires.

As per our Report of even dateFor R.C. JAIN & ASSOCIATESChartered AccountantsFRN No. 103952W

sd/-R.C. JainPartner

Place : MumbaiDate: 28th May, 2011

For and on behalf of the Board sd/-Ratanlal S. MardiaManaging Director

sd/-Payal GargCompany Secretary


sd/-Hiresh S. LuharChief Financial Officer

31ST MARCH, 2011 31ST MARCH, 2010SOURCES OF FUNDS Schedules Rupees Rupees Rupees Rupees

Shareholder's FundsShare Capital A 628,559,050 289,769,050Reserves & Surplus B 1,412,877,085 2,041,436,135 538,335,913 828,104,963

Equity warrant Application Money — 43,939,000

Loan FundsSecured Loans C 1,491,599,031 811,414,423Unsecured Loans D 24,677,136 1,516,276,167 16,455,979 827,870,402

Deferred Tax Liability 1,234,887 931,735

Total 3,558,947,188 1,700,846,100

APPLICATION OF FUNDSFixed Assets E

Gross Block 698,011,714 405,872,726Less: Depreciation 214,494,922 170,310,052Net Block 483,516,792 235,562,674Capital Work in Progress 555,394,805 1,038,911,597 290,203,116 525,765,790

Investments F 2,284,221 2,500,000

Current Assets, Loans & Advances G

Inventories 508,256,642 407,988,414Sundry Debtors 1,133,007,216 597,866,426Cash & Bank Balances 287,684,010 57,169,270Loans & Advances 1,299,170,789 600,244,699

3,228,118,657 1,663,268,808

Less: Current Liabilities & Provisions HLiabilities 734,690,714 431,092,823Provisions 138,089,771 72,308,367

872,780,485 503,401,189

Net Current Assets 2,355,338,172 1,159,867,619

Miscellaneous Expenditure(To the extent not written off or adjusted)Preliminary Expenses 162,413,198 12,712,691

Total 3,558,947,188 1,700,846,100

Significant Accounting Policies &Notes forming part of the Accounts PSchedules referred to above and notes attached thereto form an integral part of the Balance Sheet.

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Schedule 31ST MARCH, 2011 31ST MARCH, 2010Rupees Rupees

IncomeSales & Services 2,990,590,805 1,887,959,121Other Income I 47,508,087 11,135,853Increase/(Decrease) in Stock J (9,181,172) 149,379,307

Total 3,028,917,720 2,048,474,281

Expenditure

Materials & Manufacturing Expenses K 2,437,816,549 1,657,579,765Personnel Expenses L 38,528,646 28,889,449Sales & Distribution Expenses M 4,305,394 3,315,939Administration Expenses N 70,701,935 23,608,896Interest & Finance Charges O 117,046,344 80,347,676Excise Duty 141,618,568 93,181,384Depreciation 47,087,034 40,691,567

Total 2,857,104,470 1,927,614,676

Profit before taxation 171,813,250 120,859,606Less : Provision for taxationDeferred taxes 303,152 (1,397,475)Income Tax 46,084,348 30,990,599

Profit after tax 125,425,750 91,266,482Balance Brought forward from last year 130,483,608 96,167,891

Amount available for appropriations 255,909,358 187,434,373

Appropriations

General Reserve 50,000,000 40,000,000Proposed Dividend on Equity Shares 31,427,953 14,488,453Corporate Tax on Proposed Dividend 5,219,869 2,462,313Surplus carried to Balance Sheet 169,261,536 130,483,608

Total 255,909,358 187,434,373

Significant Accounting Policies &Notes forming part of the Accounts P

Earning per Share - Basic & Diluted (Rs.) 0.23 0.60

Your Company has subdivided its equity share of the face value of Rs. 10/- (Rupees Ten) each into Ten equity shares of the face valueRe. 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/- pershare for the purpose of comparison of EPS.

Schedules referred to above and notes attached thereto form an integral part of the Profit & Loss Account

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011

Copper pipes for plumbing are made to hard tempers according to relevant standards for usage and have excellent pressure handling capacities.








40


SCHEDULES FORMING PART OF THE ACCOUNTS 31ST MARCH, 2011 31ST MARCH, 2010Rupees Rupees Rupees Rupees

SCHEDULE 'A' - SHARE CAPITALAuthorised70,00,00,000 (Previous year - 60,00,00,000) EquityShares of Re. 1/- each 700,000,000 600,000,000

Issued, Subscribed & Paid-up62,85,59,050 (Previous year - 28,97,69,05 of Rs.10/- each)Equity Shares of Re. 1/- each fully paid up 628,559,050 289,769,050

SCHEDULE ' B ' - RESERVES & SURPLUS

General ReserveAs per last Balance Sheet 139,052,060 99,052,060Add : Transfer from Profit & Loss a/c 50,000,000 40,000,000Add: Foreign Currency Translation Reserve 247,243 189,299,303 — 139,052,060

Capital ReserveSecurities Premium AccountAs per last Balance Sheet 268,800,245 211,116,245Add : Share warrant Premium 785,516,000 1,054,316,245 57,684,000 268,800,245

Profit & Loss Account 169,261,536 130,483,608

TOTAL 1,412,877,085 538,335,913

SCHEDULE ' C ' - SECURED LOANSTerm Loan from Bank(Refer note 1&3 below)Term Loan (Rupees) 663,154,674 333,503,295Working Capital Borrowings from Bank(Refer note 2 & 3 below)Cash Credit Limits 539,733,969 238,929,674Corporate Loan 35,639,657 72,298,646Bill Discounting 250,145,471 825,519,097 164,851,436 476,079,756Car Loan 2,925,261 1,831,372(Refer note 4 below)

TOTAL 1,491,599,031 811,414,423

SCHEDULE ' D ' - UNSECURED LOANSUnsecured LoansFrom Director — —From Corporate / Bank 24,677,136 16,455,979

TOTAL 24,677,136 16,455,979

Notes:-

1. Secured by Equitable mortgage of lease hold Land at GIDC, Umergaon & Freehold land at Khanvel, U.T., D.N.H. andBuilding 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 theCompany.

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.

Copper is best suited technically for internal concealed plumbing, and can be concealed for both hot and cold-water applications.

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SCHEDULES FORMING PART OF THE ACCOUNTS (Contd.)

Copper is one of the best and safest conductors of electricity and has replaced aluminium in all areas including house wiring.

31ST MARCH, 2011 31ST MARCH, 2010Rupees Rupees Rupees Rupees

SCHEDULE ' F ' - INVESTMENTSLong Term, other than trade (At Cost)QuotedInvestment in wholly Owned Subsidary(Previous Year -2,500,00 Units of UTI InfrastructureAdvantage Fund of Rs. 10/- each) 2,284,221 2,500,000

TOTAL 2,284,221 2,500,000

SCHEDULE ' G ' - CURRENT ASSETS, LOANSAND ADVANCES

INVENTORIES(As valued and certified by the management)Raw Materials 255,087,796 149,612,399Work In Process 184,599,107 98,536,858Finished Goods 64,595,736 159,839,157Consumables 3,974,004 508,256,642 — 407,988,414

SUNDRY DEBTORS(Unsecured, Considered Good unless otherwise stated)Over Six Months 141,344,239 66,490,202Others 991,662,977 1,133,007,216 531,376,224 597,866,426

CASH & BANK BALANCESCash on hand 941,434 1,691,027Balance with Scheduled Banks :In Current Accounts 239,229,527 25,975,984In Fixed Deposit Account 47,513,049 287,684,010 29,502,259 57,169,270(Fixed Deposit receipts of Rs.47,513,049.29/- (Previous YearRs. 2,95,02,259/-) deposited with the Bankers towards marginagainst guarantees/letter of credit facilities to the company)

SCHEDULE ' E ' - FIXED ASSETS

Description of Assets Gross Block Depreciation Net Block

Sr. As on Addi- Deduc- Upto As on For The Deduc- Upto AS ON As onNo. 01.04.2010 -tion -tions 31.03.11 31.03.2010 Year -tions 31.03.11 31.03.11 31.03.20101 Leasehold Land 275,456 - - 275,456 - - - — 275,456 275,4562 Freehold Land 18,506,614 28,255,201 - 46,761,815 - - - — 46,761,815 18,506,6143 Factory Buildings/Sheds 38,770,362 172,948,929 - 211,719,291 16,470,069 9,048,139 - 25,518,209 186,201,083 22,300,2934 Plant & Machinery 263,777,109 57,291,059 4,600,832 316,467,336 113,983,406 26,249,728 2,877,443 137,355,692 179,111,644 149,793,7035 Electrical Installation 29,928,912 33,943,799 - 63,872,711 10,140,392 4,617,782 - 14,758,174 49,114,537 19,788,5206 Dies & Tools 31,361,031 - - 31,361,031 19,126,588 3,670,333 - 22,796,921 8,564,110 12,234,4437 Furniture & Fixture 1,690,375 330,949 - 2,021,324 925,032 166,317 - 1,091,349 929,975 765,3438 Laboratory Equipments 5,432,232 35,659 - 5,467,891 1,771,383 511,262 - 2,282,646 3,185,245 3,660,8499 Computers, Printers 2,046,445 749,803 - 2,796,248 1,327,723 497,125 - 1,824,849 971,399 718,72210 Office Equipments 1,248,435 563,125 - 1,811,560 407,928 156,699 - 564,627 1,246,933 840,50711 Vehicles 12,835,755 2,670,604 49,308 15,457,051 6,157,530 2,169,648 24,722 8,302,457 7,154,594 6,678,225

TOTAL 405,872,726 296,789,128 4,650,140 698,011,714 170,310,052 47,087,035 2,902,164 214,494,922 483,516,792 235,562,674Add: Capital Work in Progress 290,203,116 556,629,708 291,438,019 555,394,805 - - - - 555,394,805 290,203,116TOTAL 696,075,842 853,418,836 296,088,159 1,253,406,519 170,310,052 47,087,035 2,902,164 214,494,922 1,038,911,597 525,765,790Previous Year 398,853,012 8,293,248 1,273,534 405,872,726 130,681,699 40,691,567 1,063,214 170,310,052 235,562,674 268,171,313Add: Capital Work in Progress 9,720,048 280,189,988 - 289,910,036 - - - 289,910,036 9,720,048TOTAL 408,573,060 288,483,236 1,273,534 695,782,762 130,681,699 40,691,567 1,063,214 170,310,052 525,472,710 277,891,361

Note: None of the Fixed Assets has been revalued during the year

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Copper in form of metal and as a pigmented salt is used to make decorative art like statutes and sculptures.

LOANS AND ADVANCES

(Unsecured, Considered Good unless otherwise stated)Advances recoverable in cash or in kind or for value to be received 300,980,850 231,629,738Loans given to wholly owned Subsidary 770,168,348 -Advance paid for ACR Copper Tube Project 77,179,684 282,542,288Tax paid in advance incl. Tax deducted at source 116,702,357 48,672,993Deposits 24,944,955 5,897,051Balance with Excise/Custom Authorities 9,194,594 1,299,170,789 31,502,629 600,244,699

TOTAL 3,228,118,657 1,663,268,808

SCHEDULE ' H ' - CURRENT LIABILITIES ANDPROVISIONSCURRENT LIABILITIESAcceptances 248,440,310 78,261,479Sundry Creditors 415,374,647 336,160,332Advances Received from Customers 52,118,066 5,762,109Other Liabilities 18,757,691 734,690,714 10,908,903 431,092,823

PROVISIONS

Proposed Dividend on Equity Shares 31,427,953 14,488,453Corporate Tax on Proposed Dividend 5,219,869 2,462,313Provision for Taxation 101,441,949 138,089,771 55,357,601 72,308,367

TOTAL 872,780,485 503,401,189

SCHEDULE ' I ' - OTHER INCOMEInterest Income 44,947,826 8,880,645Rebate & Discounts 68,692 -Miscellaneous Income 15,136 26,930Profit on trading in future 803,015Loss on trading in MCX (41,705) -Profit on Sale of Assets 787,124 139,680Exchange Rate Fluctuation (Net) 928,000 2,088,598

47,508,087 11,135,853SCHEDULE ' J ' - INCREASE / (DECREASE) IN STOCKStock at close:Work in Process 184,599,107 98,536,858Finished Goods 64,595,736 249,194,842 159,839,157 258,376,014

Less: Stock at commencement:Work in Process 98,536,858 55,427,730Finished Goods 159,839,157 258,376,014 53,568,977 108,996,707

(9,181,172) 149,379,307

SCHEDULE ' K ' - MATERIALS & MANUFACTURING EXPENSES

Cost of Materials Consumed/SoldOpening Stock 149,612,399 142,627,799Add : Purchases 2,500,898,245 1,623,969,745

2,650,510,644 1,766,597,544Less : Closing Stock 255,087,796 23,95,422,848 149,612,399 1,616,985,145

SCHEDULES FORMING PART OF THE ACCOUNTS (CONTD.) 31ST MARCH, 2011 31ST MARCH, 2010Rupees Rupees Rupees Rupees

43


Copper does not react with water.

SCHEDULE ' N ' - ADMINISTRATION EXPENSES

Legal & Professional Fees 24,317,744 3,660,660Insurance Charges 2,224,997 2,752,784Auditors Remuneration 882,400 700,000Travelling & Conveyance Expenses 3,937,726 608,384Vehicle Maintenance Expenses 2,947,009 2,918,693Rent 9,156,934 229,817Rates and Taxes 11,432,005 2,875,780Postage & Telephone Expenses 1,814,765 1,617,851Printing & Stationery 806,320 848,255Other Expenses 7,098,112 4,863,005Forward Contract Cancellation (Profit/Loss) 352,342Loss on Trading in MCX & Future — 406,746Preliminary Expenses Written off 5,731,580 2,126,921

TOTAL 70,701,935 23,608,896

SCHEDULE ' O ' - INTEREST & FINANCE CHARGESInterest

- Term Loan 293,983 2,380,531- Others 91,938,118 92,232,101 63,083,459 65,463,990

Bank Charges & Commission 24,814,243 14,883,686

TOTAL 117,046,344 80,347,676

Manufacturing ExpensesProcessing Charges 1,488,227 4,920,303Power & Fuel 18,287,470 19,633,480Other Manufacturing Expenses 15,519,034 8,212,283

Repairs & Maintenance- Plant & Machinery 2,550,149 3,272,065- Building 573,134 111,083- Others - 771,284

Freight, Clearing and Handling Expenses 3,975,687 42,393,701 3,674,122 40,594,620

TOTAL 2,437,816,549 1,657,579,765

SCHEDULE ' L ' - PERSONNEL EXPENSESSalaries, Wages, Bonus & Allowances 34,797,985 27,552,337Contribution to Provident & other Funds 2,160,806 654,994Workmen & Staff Welfare Expenses 1,569,855 682,118

TOTAL 38,528,646 28,889,449

SCHEDULE ' M ' - SALES & DISTRIBUTION EXPENSESBrokerage, Commission & Discounts 383,421 764,938Sales Promotion Expenses 2,254,533 2,219,022Advertising & Publicity Expenses 322,858 241,828Freight outward & Forwarding Charges 1,344,582 90,151

TOTAL 4,305,394 3,315,939

SCHEDULES FORMING PART OF THE ACCOUNTS (CONTD.) 31ST MARCH, 2011 31ST MARCH, 2010Rupees Rupees Rupees Rupees

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SCHEDULE “P” - SIGNIFICANT ACCOUNTING POLICIES & NOTES TO THE ACCOUNTS

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of preparation of financial statements

The financial statements have been prepared in accordance with the Generally Accepted Accounting Principlesin India, Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisionsof the Companies Act, 1956. These are based on the historical cost convention method.

The Company generally follows mercantile system of accounting and recognizes items of income and expenditureon accrual basis, except in case of significant uncertainties.

2. Revenue Recognition

Sales are inclusive of excise duty but net of Sales Tax, Trade discount & returns.

Income from Conversion of job work is accounted for on the basis of dispatches made.

Interest & other incomes are accounted on accrual basis.

3. Foreign Currency transactions

Transactions in foreign currency are recorded at the exchange rate prevailing on the date of transaction. Realisedgains 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 theProfit and Loss Account.

Foreign currency current assets and current liabilities are translated at year end rates. In circumstances, wherethe year end rate is not stable / highly volatile, monetary items shall be reported based on the subsequent actualrealisation 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 ForeignExchange Translation Reserve.

Non monetary items such as Investments / Fixed Assets, denominated in foreign currency are stated at exchangerate prevailing on the date of transaction.

In respect of forward foreign exchange contracts, realized gain or loss on cancellation of forward contracts isrecognized in the profit & loss account of the year in which they are cancelled.

4. Fixed assets

Fixed Assets are stated at cost including central sales tax, freight and other incidental expenses incurred in relationto acquisition & installation of the same, net of modvat and VAT.

The Foreign Exchange differences, in respect of Foreign Currency Loans / Liabilities relating to acquisition of FixedAssets, are accounted in the Profit and Loss Account.

Capital Work in Progress includes the cost of Fixed Assets that are not ready for use at the Balance Sheet date.

In respect of expenditure during construction of a new unit in a new location in Silvassa, all direct capitalexpenditure as well as all indirect expenditure incidental to construction is capitalized allocating to various itemsof fixed assets on an appropriate basis. Expansion programme involving construction concurrently run with normalproduction activities in an existing unit, all direct capital expenditure in relation to such expansion are capitalizedbut indirect expenditure are charged to revenue.

Physical verification of fixed assets is carried out in phase manner in three years. Shortage/excess, if any, is providedfor in the year of identification.

5. Depreciation

The Depreciation is provided on fixed assets on written down value method at the rates specified in the ScheduleXIV of the Companies Act, 1956 on pro-rata basis for additions/deductions.Depreciation in respect of new plant will be charged after commencement of commercial production.

Copper is found in the mineral form.

45


Sulfides like chalcopyrite and chalcosite are important sources of Copper.

6. Investments

Long Term Investments are stated at cost. During the year company has invested in NC Middle east FZE which isits 100 % subsidiary situated in UAE.

7. Inventoriesa. Raw Materials, Stores & Spares, and Packing Materials are valued at lower of cost or net realisable value under

the FIFO method.b. Stocks in Process are valued at lower of cost or net realizable value under the FIFO method. The cost is arrived

at on full absorption basis as per Accounting Standard AS 2 – Valuation of Inventories.c. Finished Goods are valued at lower of cost or net realizable value, under the FIFO method. The cost is arrived

at on full absorption basis as per Accounting Standard AS 2 – Valuation of Inventories.d. Scraps are accounted for on realization.

8. Retirement benefits and leave wagesa. Company’s contribution to Provident Fund, Pension Scheme & Workman compensation Funds are charged to

the Profit & Loss Account on an accrual basis.b. Calculation of provision for gratuity for the current year has been done on the basis of own valuation since

actuarial valuation was not available.c. Provision for accrued leave encashment is made on accrual basis and charged to Profit & Loss Account of the

year.

9. Miscellaneous expenditure

Expenses relating to the issue of GDR in the current year are accounted under the head Miscellaneous Expenditureas Preliminary Expenses.

Preliminary Expenses & Share Issue Expenses are amortised over a period of ten years.

10.Accounting for Taxes on Income a. Provisions for Current Tax are made on the assessable income at the tax rate applicable to the relevant

assessment year.b. Deferred Tax is recognised, subject to the consideration of prudence, on timing differences, being the difference

between taxable income & accounting income that originates in one period and are capable of reversal in oneor more subsequent periods.

11.Earning per share

Basic earning per share is computed by dividing the net profit attributable to equity share holders for the year, byweighted average number of equity shares outstanding during the year. Diluted earning per share is computedusing the weighted average number of equity and dilutive equity equivalent shares outstanding at the year end.

12.Provisions & Contingencies

The company creates a provision when there is present obligation as a result of past event that probably requiresan outflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure for acontingent liability is made when there is a possible obligation or a present obligation that probably will not requirean outflow of resources or where a reliable estimate of the obligation cannot be made.

13.General:

13.1 Contingent Liability:Contingent Liabilities are disclosed in Notes forming part of accounts.

13.2 Events occurring after Balance Sheet date:

Assets and Liabilities are adjusted for significant events occurring after the Balance Sheet date that provide additionalevidences to assist the estimation of accounts relating to conditions existing at the Balance Sheet date.

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Copper is also obtained from oxides like cuprite and carbonates like azurite.

B. NOTES TO ACCOUNTS

1. During the Financial Year 2010-11, Company issued GDR’s of Rs.100 crores & listed the same at the LuxembourgStock Exchange. The company allotted 2,50,00,000 shares of Rs 10 per share at a premium of Rs 30 per share againstGDR. Company has allotted 8,87,90,000 Equity Shares on conversion of Equity Warrants. The face Value of the shareshas been subdivided from Rs.10/- each to Re.1/- each.

2. The outstanding balances of Sundry Debtors, Sundry Creditors, Deposits, Loans and Advances are subject toconfirmation.

3. Foreign Currency Transaction (Rs. in Lacs)

2010-11 2009-2010

(A) C.I.F. Value of Exports 139.22 3.98

(B) C.I.F. Value of Imports 2,066.72 937.59

(C) Foreign Travelling Expenses 24.14 20.49

(D) Import of Machinery 2,626.64 -

(E) GDR Expenses 357.90 -

(F) Remittance to NC Middle East FZE(Loans & Advances) 7,728.61 -

(G) Interest receivable on Loan to N C Middle East FZE 61.61 -

(H) Investment in N C Middle East FZE (Wholly owned subsidiary) 22.84 -

4. Auditors remuneration (Rs. in Lacs)

2010-11 2009-2010

Audit Fees 6.06 3.00

Tax Audit Fees 2.76 4.00

Total 8.82 7.00

Note: -Fees for certification & other services provided by the auditor of Rs. 9.02 lacs are included in Legal & ProfessionalFees under Schedule ‘N’.

The above mentioned Audit Fees includes Rs 0.55 lacs relating to Internal Audit Fees.

5. Remuneration to directors (Rs. in Lacs)

2010-11 2009-2010

Salary & Allowances 144.00 54.00

Commission - 54.00

Total 144.00 108.00

6. Sundry Creditors include amount due to Small Scale and ancillary Industrial Undertakings Rs. 4.16 Lacs (Previousyear 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: ShreeLaxmi Tubes.

47


Copper is critical for proper fetal development.

7. Contingent Liabilities(Rs. in Lacs)

2010-11 2009-2010Bank Guarantees (net of margin) 1,459.92 306.72

Excise Duty F.Y. 2004-05 (Refer note no. 16). - 104.69Excise Duty F.Y 2006-07 859.04 859.04Income Tax Appeal – AY 04-05 6.56 -

AY 05-06 311.58 AY 06-07 1,302.75 AY 07-08 387.8 AY 08-09 432.55 AY 09-10 62.06

Total Statutory Disputed Dues 3,362.34 963.73

Total Contingent Liabilities 4,822.26 1,270.45

8. Installed Capacity, Production, Purchase & Sales & Stocks

(i) Installed Capacity, Production, Purchases, Sales

Class of Goods Installed Capacity Actual Production Trade Purchases Sales

2010-11 2009-10 2010-11 2009-10 2010-11 2009-10 2010-11 2009-10M.T M.T M.T M.T M.T M.T M.T M.T

Copper Pipes 15,000 3,000 1,928.575 2,451.063 2,174.542 1,680.506 3,739.483 3,576.642

Copper Mother 5,400 5,400 2,278.007 3,034.93 59.664 3.479 402.322 584.075Tube / Flats /Rod/ Wire Bars/Sections

Copper Ingots / 10,800 10,800 3,525.303 3,693.729 - - 1,314.892 592.664Billet Bars

Other Products - - 87.768 112.689 1,840.222 515.657 1,933.283 600.224

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 Opening Stock Closing StockM.T. Rs. in lacs M.T. Rs. in lacs

Copper Pipes 257.724 1,127.32 97.791 512.58(112.786) (427.46) (257.724) (1,127.32)

Copper Mother Tube / Flats / Rod / Strips / Wire Bars/ Sections -- -- -- --(--) (--) (--) (--)

Copper Ingots / Billet Bars 89.880 392.29 22.284 133.38(23.745) (85.72) (89.88) (392.29)

Other Products 25.313 78.79 -- --(5.702) (20.53) (25.313) (78.79)

(Figures in the bracket relates to previous year)

48


Brass and bronze are stronger than Copper; hence, it was used to make weapons such as spear tips, hammers, axes and so on.

(iii) Consumption of Raw Material and Traded Material2010-11 2009-10

Rs. in lacs % Rs. in lacs %Indigenous 21,726.06 90.70 15,393.71 95.20Imported 2,228.17 9.30 776.14 4.80Total 23,954.23 100.00 16,169.85 100.00

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 2010-11 2009-10In India 29,766.69 18,875.61Outside India 139.22 3.98Total 29,905.91 18,879.59

10.Related Party Information

(i) Relationship(a) Individuals Controlling the Enterprise and Key Management Personnel

1. Mr. Sanjay S. Mardia Chairman2. Mr. Ratanlal S. Mardia Managing Director3. Mr. Atul S. Mardia Director4. Mr. Praveen Kumar H. Shah Director5. Mr. Shailesh H. Shah Director6. Mr. Nitin Mehta Director

(b) Relatives of Key Management PersonnelMr. Shantilal Mardia Father of ChairmanMrs. Bela S. Mardia Wife of ChairmanMrs. Sunita R. Mardia Wife of Managing Director

(c) Enterprises in which key management personnel & their relatives are interested.Danial Investment Private LimitedNC 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 2009-10Referred in (i) (a &b) Referred in (i) (c) Referred in (i) (a &b) Referred in (i) (c)

Income : -Interest - 69.14 - 0.80Expenses :Remuneration 144.00 - 108.00 -Interest - 10.20 0.26 -Advertisement - - - -Finance & Investment:Loan & Advances Recd. 45.33 1,156.50 7.84 58.82Loan & Advances Paid 45.33 8,887.51 8.10 58.02Outstandings :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

49


Many musical instruments, particularly brass instruments, are made out of Copper.

11. Disclosure as required by Accounting Standard 19, “Leases”, issued by the Institute of Chartered Accountants of Indiaare given below:

(i) Lease payments are recognised in the statement of Profit & Loss Account under “Rent” in schedule ‘N’. Companywith 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/-

12. Computation of Earning per share (Basic & Diluted)

2010-11 2009-10Profit after taxation 12,54,25,750 9,12,66,482Weighted average number of Share Outstanding 54,00,20,584.25 1,51,88,0580Nominal Value per Share 1.00 1.00Earning per Share – Basic 0.23 0.60

- Diluted 0.23 0.60

During the year, company has subdivided its equity share of the face value of Rs. 10/- (Rupees Ten) each into tenequity shares of the face value Re. 1/- (Rupee One) each. The Face value of Paid up share Capital for the correspondingprevious year ending 31st March 2010 is also considered at Re.1/- per share for the purpose of comparison of EPS.

13. Deferred TaxThe break up of net deferred tax asset and liability into major components at the year end is as below:

Particulars Liabilities Assets

2010-11 2009-10 2010-11 2009-10

Depreciation 12,34,886.73 9,31,735 — —Expenses — — — —Total 12,34,886.73 9,31,735 — —Net Deferred TaxLiability 12,34,886.73 9,31,735 — —

14. Legal & Professional fees (Finance) (Refer Schedule “N” forming part of financial statements) has been increased ascompared to last year, as the same has been paid as advisory fees in connection to raising funds for the new project– ACR Copper Tube.

15. Sales & Services include Rs. 14,211.10 Lacs (Previous Year - Rs. 6,832.62 Lacs) for traded goods.

16. Balances with Excise / Customs Authorities included Excise duty paid under dispute of Rs. 1,04,68,908/- which is nowtransferred to expenses since the credit for the same was not received.

17. 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 coveredunder Block assessments. Assessments for the respective years were completed and assessment order for the samewas received on 31.12.2010. Total Demand raised was of Rs.348,227,165/- which was further reduced toRs. 280,335,020/- after rectification of the assessment orders u/s 154 of Income Tax Act, 1961. Out of the total demandcompany 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 2009-10 as the company do not agree to the disallowances made in the respective years. So the whole amountraised as demand remains disputed.

18. ACIT, CC- 20 has filed an appeal before the Hon’ble High Court u/s. 260A on 26.04.2010 for the AY 2005-06 in relationto deduction allowed under section 80IB. The outcome of which is still pending. The Hon’ble Income Tax AppellateTribunal, Ahemadabad pronounced the order for the above said case in the Company’s favour. The same matter isalso disallowed in the Block Assessment order and thus has not been considered separately as it is shown in ContingentLiability in Point No. 7 of Notes to Accounts.

50


19. All the amounts are stated in Indian Rupees, unless otherwise stated.

20. Previous years figures are regrouped and rearranged wherever necessary.

Copper can act as a catalyst.








51


CASH FLOW STATEMENT FOR THE YEAR ENDED, 31ST MARCH,2011

31ST MARCH, 2011 31ST MARCH, 2010Particulars Rupees Rupees Rupees Rupees

A. CASH FLOW FROM OPERATING ACTIVITIES :

Net profit/Loss before Tax & Extraordinary items 171,813,250 120,859,606Adjustments for :Depreciation 47,087,034 40,691,567Interest paid 92,232,101 65,463,990Interest Received (44,947,826) (8,880,645)Profit/Loss on sale of Assets (787,124) (139,680)Loss on Redemption of Mutual fund 203,256 —Profit on trading in future (803,015) —Loss on trading in MCX 41,705 —Exchange rate fluctuation (928,000) —Loss on Forward contract Cancellation 352,342 —Preliminary Expenses W/off 5,731,580 98,182,054 2,126,921 99,262,153

Operating Profit before working capital changes 269,995,304 220,121,759Adjustments for :Trade and Other Receivables (397,297,912) (477,283,899)Inventories (100,268,229) (156,363,908)Trade Payable & Other Liabilities 662,186,389 164,620,248 269,997,874 (363,649,933)

Cash generated Before Exceptional Items 434,615,552 (143,528,174)Exceptional items — —Cash generated from operating activities 434,615,552 (143,528,174)Income Tax Paid (65,839,310) (20,167,758)

Net Cash generated from operating activities (A) 368,776,242 (163,695,932)

B. CASH FLOW FROM INVESTING ACTIVITIES :

Sale of Fixed Assets 2,535,099 350,000Purchase of Fixed Assets/Capital Expenditure (561,980,817) (288,776,316)Loan to wholly owned subsidiary (770,168,348) -Foreign Currency Translation reserve 247,243 -Redemption of Mutual Funds 2,296,744 -Investment in wholly owned subsidiary (2,284,221) -Interest received 44,947,826 8,880,645Share Issue / GDR Expenses (155,432,087) (3,022,000)

Net cash used in investing activities (B) (1,439,838,561) (282,567,671)

C. CASH FLOW FROM FINANCING ACTIVITIES :

Interest Paid (92,232,101) (65,463,990)Equity Warrant Money / GDR 1,080,367,000 245,833,000Long term borrowings 330,745,267 304,792,910Loss on forward contract cancellation (352,342) -Dividend Paid (14,488,453) (7,277,953)Corporate tax on dividend (2,462,313) (1,236,888)

Net cash from financing activities (C) 1,301,577,058 476,647,079

Copper and its alloys, such as brass, are used for jewellery and ornaments.

52


Net increase/(decrease) in cash and cash equivalents (A+B+C) 230,514,740 30,383,477

Opening Balance of cash and cash equivalents 57,169,270 26,785,793 Closing Balance of cash and cash equivalents 287,684,010 57,169,270

230,514,740 30,383,477Notes:

1. The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard - 3 onCash 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'sclassification.

5. Figures in the brackets represents outflows.

AUDITOR'S REPORT

We have examined above Cash Flow Statement of Nissan Copper Ltd. (the Company) for the year ended 31st March, 2011. Thestatement has been prepared by the company in accordance with the requirements of Listing agreements Clause 32 with StockExchange and is based on and in agreement with the corresponding Profit & Loss Account and Balance Sheet of the Companycovered by our report of even date to the members of the Company.

For R.C.JAIN & ASSOCIATESChartered AccountantsFRN No. 103952W

sd/-(R.C. JAIN)Partner


The Triton-class nuclear submarine uses about 90,000 kilograms (200,000 pounds) of Copper.

CASH FLOW STATEMENT FOR THE YEAR ENDED, 31ST MARCH,2011 (contd)


sd/- sd/- sd/- sd/-Ratanlal S. Mardia Sanjay S. Mardia Payal Garg Hiresh S. LuharManaging Director Chairman Company Secretary Chief Financial Officer

Place : MumbaiDate : 28th May, 2011

53


Electrically-powered subway cars, trolleys, and buses use 280-4100 kilograms (625-9,200 pounds) of Copper.

I. Registration DetailsRegistration No.: 13072State Code : 04Balance Sheet Date: 31.03.2011

II. Capital Raised During The Year RupeesPublic Issue 250,000,000Bonus Issue —Right Issue —Private Placement 88,790,000

III Position of Mobilisation and Deployment of FundsTotal Liabilities 3,558,947,188Total Assets 3,558,947,188Sources of FundsPaid-up Capital 628,559,050Reserves and Surplus 1,412,877,085Secured Loans 1,491,599,031Unsecured Loans 24,677,136Deferred Tax Liability 1,234,887Application of FundsNet Fixed Assets 1,038,911,597Investments 2,284,221Net Current Assets 2,355,338,172Misc. Expenditure 162,413,198Accumulated Losses -

IV Performance of CompanyTurnover 2,990,590,805Total Expenditure 2,857,104,470Profit/Loss Before Tax 171,813,250Profit/Loss After Tax 125,425,750Earning per share in Rs. 0.23Dividend 5%

V Generic Names of Three Principal Products/Services of Company(As per monetary terms)Product Description - Copper ProductsItem Code No. - 7411.10

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE(As required under part IV Schedule VI to the Companies Act, 1956)

54


STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT,1956, RELATING TO SUBSIDIARY COMPANIES

1 Name of the Subsidiary Company NC Middle East FZE

2 Date on which it became subsidiary 8th April, 2010

3 Financial Year of the subsidiary ended on 31.03.2011

4 Shares of the subsidiary held by Nissan Copper Ltd on the above datesi) Number & Face value 1 Equity Share of AED 1,85,000/-ii) Extent of holding 100%

5 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 Nilii) Not dealt with in the accounts of Nissan Copper Ltd for the year ended 31/03/2011 USD 2,51,234/-

( Equivalent to Rs.1,12,00,085/-)

6 The net aggregate of profits (losses) of the subsidiary company for the previousfinancial 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 Nil**ii) Not dealt with in the accounts of Nissan Copper Ltd for the year ended 31/03/2011 Nil**

Note : ** NC Middle East FZE was incorporated in the FY 2010-11

Valuable Copper and bronze articles were traded across the world for cloth, furs and food.








55


AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

To The Board of Directors Nissan Copper Limited

1. We have audited the attached Consolidated Balance Sheet of Nissan Copper Limited, the parent company and itssubsidiary as at 31st March, 2011, the Consolidated Profit and Loss Account and also the Consolidated Cash FlowStatement for the year then ended. These financial statements are the responsibility of Nissan Copper Limited’sManagement. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with Generally Accepted Auditing Standards in India. Those Standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements areprepared, in all material respects, in accordance with an identified financial reporting framework and are free ofmaterial misstatements. An audit also includes, examining on a test basis, evidence supporting the amounts anddisclosures in the financial statements. An audit also includes assessing the accounting principles used and significantestimates made by the Management, as well as evaluating the overall financial statements. We believe that our auditprovides a reasonable basis for our opinion.

3. We report that the consolidated financial statements have been prepared by the company in accordance with therequirements of Accounting Standard (AS) 21 - “Consolidated Financial Statements”

4. The Financial Statements of NC Middle East FZE., U.A.E, the wholly owned foreign subsidiary of the Parent Companyhave been audited by other Auditor whose reports have been furnished to us and our opinion in respect of thissubsidiary is based solely on the report of the auditor and the representation of the Company. The audited financialstatements of NC Middle East FZE., U.A.E reflects the total assets of Rs. 7,836.43 Lakhs as at 31st March, 2011 andtotal revenue of Rs. 112.001 Lakhs for the year then ended.

5. On the basis of the information and explanations provided to us and on the consideration of the managementrepresentation letter, the audit reports on individual financial statements of Nissan Copper Limited, its aforesaid foreignsubsidiary, we are of the opinion that:

a) The Consolidated Balance Sheet gives a true and fair view of the consolidated state of affairs of Nissan CopperLimited, and its subsidiary as at 31st March, 2011;

b) The Consolidated Profit and Loss Account gives a true and fair view of the consolidated results of operations ofNissan Copper Limited, and its subsidiary for the year then ended; and

c) The Consolidated Cash Flow Statement gives a true and fair view of the consolidated cash flows of Nissan CopperLimited and its subsidiary for the year then ended.


FRN No. 103952W

sd/-Place: Mumbai R. C. JainDate: 28th May, 2011 (Partner)

Copper is one of the few metals that occur naturally in a pure form.

56


CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2011

Schedule 31ST MARCH, 2011Rupees Rupees

SOURCES OF FUNDSShareholder's FundsShare Capital A 628,559,050Reserves & Surplus B 1,424,067,338 2,052,626,388

Loan FundsSecured Loans C 1,491,599,031Unsecured Loans D 24,677,136 1,516,276,167

Deferred Tax Liability 1,234,887

Total 3,570,137,442

APPLICATION OF FUNDSFixed Assets EGross Block 698,011,714Less: Depreciation 214,494,922

Net Block 483,516,792Capital Work in Progress 555,394,805 1,038,911,597

Current Assets, Loans & Advances FInventories 538,998,712Sundry Debtors 1,454,660,705Cash & Bank Balances 289,229,511Loans & Advances 958,783,500

3,241,672,428

Less: Current Liabilities & Provisions GLiabilities 734,770,010Provisions 138,089,771

872,859,781Net Current Assets 2,368,812,647

Miscellaneous Expenditure(To the extent not written off or adjusted)

Preliminary Expenses 162,413,198

Total 3,570,137,442Notes 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 statedSchedules referred to above and notes attached thereto form an integral part of the Balance Sheet.

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.








57


Schedule 31ST MARCH, 2011Rupees

Income

Sales & Services 3,313,184,924Other Income H 41,346,692Increase/(Decrease) in Stock I 21,560,898

Total 3,376,092,514

ExpenditureMaterials & Manufacturing Expenses J 2,772,656,762Personnel Expenses K 38,968,128Sales & Distribution Expenses L 4,305,394Administration Expenses M 71,391,430Interest & Finance Charges N 117,046,344Excise Duty 141,618,568Depreciation 47,087,034

Total 3,193,073,659

Profit before taxation 183,018,855Less : Provision for taxationDeferred taxes 303,152Income Tax 46,084,348

Profit after tax 136,631,354Balance Brought forward from last year 130,483,608Amount available for appropriations 267,114,962

AppropriationGeneral Reserve 50,000,000Proposed Dividend on Equity Shares 31,427,953Corporate Tax on Proposed Dividend 5,219,869Surplus carried to Balance Sheet 180,467,140

Total 267,114,962

Notes forming part of Accounts O

Earning per Share - Basic & Diluted (Rs.) 0.25

* The subsidiary company ‘NC Middle East FZE’ was incorporated in the financial year 2010-11. Hence, comparative figures forprevious years are not stated

Schedules referred to above and notes attached thereto form an integral part of the Profit & Loss Account

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011

Copper was used as a brazing alloy in the complex tubing of the spacecraft control system.








58


SCHEDULES FORMING PART OF THE CONSOLIDATED ACCOUNTS 31ST MARCH, 2011Rupees Rupees

SCHEDULE 'A' - SHARE CAPITAL

Authorised70,00,00,000 (Previous year - 60,00,00,000) Equity Share of Re. 1/- each 700,000,000

Issued, Subscribed & Paid-up62,85,59,050 (Previous year - 28,97,69,05 of Rs.10/- each)Equity Share of Re.1/- each fully paid up 628,559,050

SCHEDULE ' B ' - RESERVES & SURPLUS

General ReserveAs per last Balance Sheet 139,052,060Add : Transfer from Profit & Loss a/c 50,000,000Add: Foreign Currency Translation Reserve 231,893 189,283,953

Capital ReserveSecurities Premium AccountAs per last Balance Sheet 268,800,245Add : Share warrant Premium 785,516,000 1,054,316,245

Profit & Loss Account 180,467,140

TOTAL 1,424,067,338

SCHEDULE ' C ' - SECURED LOANS

Term Loan from Bank(Refer note 1&3 below)

Term Loan (Rupees) 663,154,674

Working Capital Borrowings from Bank(Refer note 2 & 3 below)Cash Credit Limits 539,733,969Corporate Loan 35,639,657Bill Discounting 250,145,471 825,519,097Car Loan 2,925,261(Refer note 4 below)TOTAL 1,491,599,031

SCHEDULE ' D ' - UNSECURED LOANSUnsecured LoansFrom Director -From Corporate / Bank 24,677,136

TOTAL 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.

Copper is non magnetic and non sparking. Because of this, it is used in special tools and military applications.

59


SCHEDULES FORMING PART OF CONSOLIDATED ACCOUNTS (Contd.)

SCHEDULE ' E ' - FIXED ASSETS

Description of Assets Gross Block Depreciation Net Block

Sr. As on Addi- Deduc- Upto As on For The Deduc- Upto AS ON As onNo. 01.04.2010 -tion -tions 31.03.11 31.03.2010 Year -tions 31.03.11 31.03.11 31.03.20101 Leasehold Land 275,456 - - 275,456 - - - - 275,456 275,4562 Freehold Land 18,506,614 28,255,201 - 46,761,815 - - - - 46,761,815 18,506,6143 Factory Buildings/Sheds 38,770,362 172,948,929 - 211,719,291 16,470,069 9,048,139 - 25,518,209 186,201,083 22,300,2934 Plant & Machinery 263,777,109 57,291,059 4,600,832 316,467,336 113,983,406 26,249,728 2,877,443 137,355,692 179,111,644 149,793,7035 Electrical Installation 29,928,912 33,943,799 - 63,872,711 10,140,392 4,617,782 - 14,758,174 49,114,537 19,788,5206 Dies & Tools 31,361,031 - - 31,361,031 19,126,588 3,670,333 - 22,796,921 8,564,110 12,234,4437 Furniture & Fixture 1,690,375 330,949 - 2,021,324 925,032 166,317 - 1,091,349 929,975 765,3438 Laboratory Equipments 5,432,232 35,659 - 5,467,891 1,771,383 511,262 - 2,282,646 3,185,245 3,660,8499 Computers, Printers 2,046,445 749,803 - 2,796,248 1,327,723 497,125 - 1,824,849 971,399 718,72210 Office Equipments 1,248,435 563,125 - 1,811,560 407,928 156,699 - 564,627 1,246,933 840,50711 Vehicles 12,835,755 2,670,604 49,308 15,457,051 6,157,530 2,169,648 24,722 8,302,457 7,154,594 6,678,225

TOTAL 405,872,726 296,789,128 4,650,140 698,011,714 170,310,052 47,087,035 2,902,164 214,494,922 483,516,792 235,562,674Add: Capital Work in Progress 290,203,116 556,629,708 291,438,019 555,394,805 - - - - 555,394,805 290,203,116TOTAL 696,075,842 853,418,836 296,088,159 1,253,406,519 170,310,052 47,087,035 2,902,164 214,494,922 1,038,911,597 525,765,790Previous Year 398853012 8,293,248 1,273,534 405,872,726 130,681,699 40,691,567 1,063,214 170,310,052 235,562,674 268,171,313Add: Capital Work in Progress 9720048 280,189,988 - 289,910,036 - - - 289,910,036 9,720,048TOTAL 408,573,060 288,483,236 1,273,534 695,782,762 130,681,699 40,691,567 1,063,214 170,310,052 525,472,710 277,891,361

SCHEDULE ' F ' - CURRENT ASSETS, LOANS 31ST MARCH, 2011AND ADVANCES Rupees Rupees

INVENTORIES(As valued and certified by the management)Raw Materials 255,087,796Work In Process 184,599,107Finished Goods 95,337,805Consumables 3,974,004 538,998,712

SUNDRY DEBTORS(Unsecured, Considered Good unless otherwise stated)Over Six Months 141,344,239Others 1,313,316,466 1,454,660,705

CASH & BANK BALANCESCash on hand 1,041,698Balance with Scheduled Banks:In Current Accounts 240,674,763In Fixed Deposit Account 47,513,049 289,229,511(Fixed Deposit receipts of Rs.47,513,049.29/- (Previous YearRs. 2,95,02,259/-) deposited with the Bankers towards marginagainst guarantees/letter of credit facilities to the company)

Copper is by far the best low-cost conductor of electricity, so it is widely used for electrical cables.

60


Space suits were made with Copper, to dissipate heat from the astronauts' bodies and help them to maintain comfortable body temperatures.

LOANS AND ADVANCES(Unsecured, Considered Good unless otherwise stated)Advances recoverable in cash or in kind or for value to be received 730,761,890Advance paid for ACR Copper Tube Project 77,179,684Tax paid in advance incl. Tax deducted at source 116,702,357Deposits 24,944,955Balance with Excise/Custom Authorities 9,194,594 958,783,480

TOTAL 3,241,672,408

SCHEDULE ' G ' - CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIES

Acceptances 248,440,310Sundry Creditors 415,374,647Advances Received from Customers 52,118,066Other Liabilities 18,836,987 734,770,010

PROVISIONSProposed Dividend on Equity Shares 31,427,953Corporate Tax on Proposed Dividend 5,219,869

Provision for Taxation 101,441,949 138,089,771

TOTAL 872,859,781

SCHEDULES FORMING PART OF CONSOLIDATED ACCOUNTS (Contd.) 31ST MARCH, 2011Rupees Rupees

SCHEDULE ' H ' - OTHER INCOMEInterest Income 38,786,432Rebate & Discounts 68,692Miscllaneous Income 15,136Profit on trading in future 803,015Loss on trading in MCX (41,705)Profit on Sale of Assets 787,124Exchange Rate Fluctuation (Net) 928,000

41,346,692SCHEDULE ' I ' - INCREASE / (DECREASE) IN STOCKStock at close:Work in Process 184,599,107Finished Goods 95,337,805 279,936,912Less: Stock at commencement:Work in Process 98,536,858Finished Goods 159,839,157 258,376,014

21,560,898

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SCHEDULE ' J ' - MATERIALS & MANUFACTURING EXPENSESCost of Materials Consumed/SoldOpening Stock 149,612,399Add : Purchases 2,835,738,458

2,985,350,857Less : Closing Stock 255,087,796 2,730,263,061Manufacturing ExpensesProcessing Charges 1,488,227Power & Fuel 18,287,470Other Manufacturing Expenses 15,519,034Repairs & Maintenance

- Plant & Machinery 2,550,149 - Building 573,134- Others —

Freight, Clearing and Handling Expenses 3,975,687 42,393,701

TOTAL 2,772,656,762

SCHEDULE ' K ' - PERSONNEL EXPENSESSalaries, Wages, Bonus & Allowances 35,237,466Contribution to Provident & other Funds 2,160,806Workmen & Staff Welfare Expenses 1,569,855

TOTAL 38,968,128

SCHEDULE ' L ' - SALES & DISTRIBUTION EXPENSESBrokerage, Commission & Discounts 383,421Sales Promotion Expenses 2,254,533Advertising & Publicity Expenses 322,858Freight outward & Forwarding Charges 1,344,582

TOTAL 4,305,394

Oil platforms, coastal power stations, and vessels, tanks, and piping exposed to seawater all depend on Copper's corrosion resistance for protection.

SCHEDULE ' M ' - ADMINISTRATION EXPENSESLegal & Professional Fees 24,317,744Insurance Charges 2,224,997Auditors Remuneration 961,767Travelling & Conveyance Expenses 3,937,726Vehicle Maintenance Expenses 2,947,009Rent 9,376,721Rates and Taxes 11,432,005Postage & Telephone Expenses 1,814,765Printing & Stationery 806,320Other Expenses 7,280,825Forward Contract Cancellation (Profit/Loss) 352,342Loss on Trading in MCX & Future -Preliminary Expenses Written off 5,731,580Company Formation Expenses 207,628

TOTAL 71,391,430

SCHEDULE ' N ' - INTEREST & FINANCE CHARGESInterest - Term Loan 293,983 - Others 91,938,118 92,232,101Bank Charges & Commission 24,814,243

TOTAL 117,046,344

SCHEDULES FORMING PART OF CONSOLIDATED ACCOUNTS (Contd.) 31ST MARCH, 2011Rupees Rupees

62


SCHEDULE “O” - SIGNIFICANT ACCOUNTING POLICIES & NOTES ON CONSOLIDATED FINANCIAL SATATEMENTS

A. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of preparation of Consolidated financial statements

a. The consolidated financial statements relate to Nissan Copper Ltd (“Company”) and it’s wholly owned subsidiarycompany NC Middle East FZE situated in UAE (Ajman Free Zone) which was incorporated during the Financial Year2010-11, 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 dateas 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 accordancewith 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 basisby adding together the book values of like items of the assets, liabilities, income & expenses, after fully eliminatingtherefrom intragroup balances and intragroup transactions as per Accounting standard (AS – 21) “ConsolidatedFinancial 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 carriedindependently 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 Non-Integral Foreign Operation.

c. The exchange differences arising on monetary items that in substance form part of net investment in Non integralforeign 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 adjustedagainst 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 aretranslated at the exchange rate ruling on the balance sheet date. Revenue items are translated at the average ratesprevailing during the period. Any exchange difference arising on translation is recognised in the “Foreign Currencytranslation 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. Realisedgains 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 Profitand Loss Account.

Foreign currency current assets and current liabilities are translated at year end rates. In circumstances, where theyear end rate is not stable / highly volatile, monetary items shall be reported based on the subsequent actual realisationrate. Resulting gains / losses are recognised in the profit and loss account. However resulting gains / losses relatingto 100 % subsidiary (considered as Non – Integral Foreign Operation) are accumulated in Foreign Exchange TranslationReserve.

Copper solar collectors are the heart of commercial systems for space heating and water heating.

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Non monetary items such as Investments / Fixed Assets, denominated in foreign currency are stated at exchangerate prevailing on the date of transaction.

In respect of forward foreign exchange contracts, realized gain or loss on cancellation of forward contracts is recognizedin the profit & loss account of the year in which they are cancelled.

5. Fixed assets

a. Fixed Assets are stated at cost including central sales tax, freight and other incidental expenses incurred in relationto acquisition & installation of the same, net of modvat and VAT.

b. The Foreign Exchange differences, in respect of Foreign Currency Loans / Liabilities relating to acquisition of FixedAssets, are accounted in the Profit and Loss Account.

c. Capital Work in Progress includes the cost of Fixed Assets that are not ready for use at the Balance Sheet date.

d. In respect of expenditure during construction of a new unit in a new location in Silvassa, all direct capitalexpenditure as well as all indirect expenditure incidental to construction is capitalized allocating to various itemsof fixed assets on an appropriate basis. Expansion programme involving construction concurrently run with normalproduction activities in an existing unit, all direct capital expenditure in relation to such expansion are capitalizedbut indirect expenditure are charged to revenue.

e. Physical verification of fixed assets is carried out in phase manner in three years. Shortage/excess, if any, is providedfor in the year of identification.

6. Depreciation

a. The Depreciation is provided on fixed assets on written down value method at the rates specified in the ScheduleXIV of the Companies Act, 1956 on pro-rata basis for additions/deductions.

b. Depreciation in respect of new plant will be charged after commencement of commercial production.

7. Investments

Long Term Investments are stated at cost. During the year company has invested in NC Middle east FZE which is its100 % subsidiary situated in UAE. While preparing the consolidated financial statements, cost of the investment ofthe parent company in the subsidiary company is eliminated with the parent’s portion of equity of subsidiary on thedate on which the investment was acquired in the subsidiary.

8. Inventories

Raw Materials, Stores & Spares, and Packing Materials are valued at lower of cost or net realisable value under theFIFO method.

Stocks in Process are valued at lower of cost or net realizable value under the FIFO method. The cost is arrived at onfull absorption basis as per Accounting Standard AS 2 – Valuation of Inventories.

Finished Goods are valued at lower of cost or net realizable value, under the FIFO method. The cost is arrived at onfull absorption basis as per Accounting Standard AS 2 – Valuation of Inventories.

Scraps are accounted for on realization.

9. Retirement benefits and leave wages

Company’s contribution to Provident Fund, Pension Scheme & Workman compensation Funds are charged to the Profit& Loss Account on an accrual basis.

Calculation of provision for gratuity for the current year has been done on the basis of own valuation since actuarialvaluation was not available.

Provision for accrued leave encashment is made on accrual basis and charged to Profit & Loss Account of the year.

Automatic fast response Copper sprinkler systems are the most effective safeguard against loss of life and property from fires.

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10. Miscellaneous expenditure

a. Expenses relating to the issue of GDR in the current year are accounted under the head Miscellaneous Expenditureas Preliminary Expenses.

b. Preliminary Expenses & Share Issue Expenses are amortised over a period of ten years.

11. Accounting for Taxes on Income

a. Provisions for Current Tax are made on the assessable income at the tax rate applicable to the relevant assessmentyear.

b. Deferred Tax is recognised, subject to the consideration of prudence, on timing differences, being the differencebetween taxable income & accounting income that originates in one period and are capable of reversal in one ormore subsequent periods.

12. Earning per share

Basic earning per share is computed by dividing the net profit attributable to equity share holders for the year, byweighted average number of equity shares outstanding during the year. Diluted earning per share is computed usingthe weighted average number of equity and dilutive equity equivalent shares outstanding at the year end.

13. Provisions & Contingencies

The company creates a provision when there is present obligation as a result of past event that probably requires anoutflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure for a contingentliability is made when there is a possible obligation or a present obligation that probably will not require an outflowof resources or where a reliable estimate of the obligation cannot be made.

14. General:

14.1 Contingent Liability:

Contingent Liabilities are disclosed in Notes forming part of accounts.

14.2 Events occurring after Balance Sheet date:

Assets and Liabilities are adjusted for significant events occurring after the Balance Sheet date that provideadditional evidences to assist the estimation of accounts relating to conditions existing at the Balance Sheetdate.

B. NOTES TO ACCOUNTS

1. The details of subsidiary included in the Consolidated Financial Statement of the group and the groups effectiveownership interest therein are as under:-

Name of the Company Relationship Country of incorporation Group’s proportion ofownership interest

NC Middle East FZE Subsidiary United Arab Emirates 100%

2. During the Financial Year 2010-11, Company issued GDR’s of Rs.100 crores & listed the same at the Luxembourg StockExchange. 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 hasbeen subdivided from Rs.10/- each to Re.1/- each.

3. The outstanding balances of Sundry Debtors, Sundry Creditors, Deposits, Loans and Advances are subject toconfirmation.

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.

65


4. Auditors remuneration (Rs. in Lacs)

2010-11

Audit Fees 6.85

Tax Audit Fees 2.76

Total 9.61

Note: -Fees for certification & other services provided by the auditor of Rs. 9.02 lacs are included in Legal & ProfessionalFees 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 tosubsidiary company auditor.

5. Remuneration to directors(Rs. in Lacs)

2010-11

Salary & Allowances 144.00

Commission —

Total 144.00

6. Sundry Creditors include amount due to Small Scale and ancillary Industrial Undertakings Rs. 4.16 Lacs (Previous yearRs. 14.29 lacs) to the extent such parties have been identified from available information with the Company. The smallScale and ancillary Industrial Undertakings to whom amounts outstanding for more than 30 days: Shree Laxmi Tubes.

7. Contingent Liabilities (Rs. in Lacs)

2010-11Bank Guarantees (net of margin) 1,459.92Excise Duty F.Y 2006-07 859.04Income Tax Appeal – AY 04-05 6.56

AY 05-06 311.58 AY 06-07 1,302.75 AY 07-08 387.80 AY 08-09 432.55 AY 09-10 62.06

Total Statutory Disputed Dues 3,362.34Total Contingent Liabilities 4,822.26

8. 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 2010-11

In India 29,766.69

Outside India 3,365.16

Total 33,131.85

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.

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9. Related Party Information

(i) Relationship

(a) Individuals Controlling the Enterprise and Key Management Personnel

1. Mr. Sanjay S. Mardia Chairman2. Mr. Ratanlal S. Mardia Managing Director3. Mr. Atul S. Mardia Director4. Mr. Praveen H. Shah Director5. Mr. Shailesh H. Shah Director6. Mr. Nitin Mehta Director

(b) Relatives of Key Management Personnel

Mr. Shantilal Mardia Father of ChairmanMrs. Bela S. Mardia Wife of ChairmanMrs. Sunita R. Mardia 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 2010-11

Referred in (i) (a &b) Referred in (i) (c)Income : —Interest — 7.53Expenses :Remuneration 144.00 -Interest — 10.20Advertisement — -Finance & Investment:Loan & Advances Recd. 45.33 1,156.50Loan & Advances Paid 45.33 1,158.90Outstandings :Payable — -Receivable — -

10. Disclosure as required by Accounting Standard 19, “Leases”, issued by the Institute of Chartered Accountants of Indiaare 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/-

IBM, Motorola and Intel are replacing aluminum with Copper in the computer chips they manufacture.

67


11. Computation of Earning per share (Basic & Diluted)

2010-11

Profit after taxation 13,66,31,354.00Weighted average number of Share Outstanding 54,00,20,584.25Nominal Value per Share 1.00Earning per Share – Basic 0.25

– Diluted 0.25

12. Deferred TaxThe break up of net deferred tax asset and liability into major components at the year end is as below:

2010-11

Particulars Liabilities Assets

Depreciation 12,34,886.73 —

Expenses — —

Total 12,34,886.73 —

Net Deferred Tax Liability 12,34,886.73 —

13 Legal & Professional fees (Finance) (Refer Schedule “N” forming part of financial statements) has been increased ascompared to last year, as the same has been paid as advisory fees in connection to raising funds for the new project– ACR Copper Tube.

14. Sales & Services include Rs. 17,437.04 Lacs (Previous Year - Rs. 6,832.62 Lacs) for traded goods.15. 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.16. 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 samewas 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 haspaid Rs. 3 crores. The company has filed an appeal with the CIT (A) for the demand raised for AY 2004-05 to AY 2009-10 as the company do not agree to the disallowances made in the respective years. So the whole amount raised asdemand remains disputed.

17. ACIT, CC- 20 has filed an appeal before the Hon’ble High Court u/s. 260A on 26.04.2010 for the AY 2005-06 in relationto deduction allowed under section 80IB. The outcome of which is still pending. The Hon’ble Income Tax AppellateTribunal, Ahemadabad pronounced the order for the above said case in the Company’s favour. The same matter isalso disallowed in the Block Assessment order and thus has not been considered separately as it is shown in ContingentLiability in Point No. 7 of Notes to Accounts.

18. All the amounts are stated in Indian Rupees, unless otherwise stated.19. 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.

In addition to Copper's role as an HTS material, Copper wire has also found a home with superconducting electromagnetics.








68


Particulars 31ST MARCH, 2011Rupees Rupees

A. CASH FLOW FROM OPERATING ACTIVITIES :Net profit/Loss before Tax & Extraordinary item 183,018,855

Adjustments for :Depreciation 47,087,034Interest paid 92,232,101Interest Received (38,786,432)Profit/Loss on sale of Assets (787,124)Loss on investment in Mutual fund 203,256Exchange rate fluctuation (928,000)Profit on trading in futures (803,015)Loss on Forward contract Cancellation 352,342Loss on trading in MCX 41,705Preliminary Expenses W/off 5,731,580 104,343,448

Operating Profit before working capital changes 287,362,303Adjustments for :Trade and Other Receivables (1,148,732,441)Inventories (131,010,298)Trade Payable & Other Liabilities 662,265,685 (617,477,054)

Cash generated Before Exceptional Items (330,114,751)Exceptional items —

Cash generated from operating activities (330,114,751)Income Tax Paid (65,839,310)

Net cash generated from operating activities (A) (395,954,061)

B. CASH FLOW FROM INVESTING ACTIVITIES :Sale of Fixed Assets 2,535,099Purchase of Fixed Assets/Capital Expenditure (561,980,817)Foreign Currency Translation reserve 231,893Redemption of Mututal Funds 2,296,725Interest received 38,786,432Share Issue / GDR Expenses (155,432,087)

Net cash used in investing activities (B) (673,562,756)

C. CASH FLOW FROM FINANCING ACTIVITIES :Interest Paid (92,232,101)Equity Warrant Money / GDR 1,080,367,000Long term borrowings 330,745,267Loss on forward contract cancellation (352,342)Dividend Paid (14,488,453)Corporate tax on dividend (2,462,313)

Net cash from financing activities (C) 1,301,577,058

Net increase/(decrease) in cash and cash equivalents (A+B+C) 232,060,241

Opening Balance of cash and cash equivalents 57,169,270

Closing Balance of cash and cash equivalents 289,229,511

232,060,241

CONSOLIDATED CASH FLOW FOR THE YEAR ENDED 31 ST MARCH 2011

Copper is often used to color glass. It is also one component of ceramic glaze.

69


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 ICAI2. 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. Figures in the brackets represents outflows.




CONSOLIDATED CASH FLOW FOR THE YEAR ENDED 31 ST MARCH 2011 (contd.)

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!

AUDITOR'S REPORT

We have examined above Cash Flow Statement of Nissan Copper Ltd. (the Company) for the year ended 31st March, 2011. Thestatement has been prepared by the company in accordance with the requirements of Listing agreements Clause 32 with StockExchange and is based on and in agreement with the corresponding Profit & Loss Account and Balance Sheet of the Companycovered by our report of even date to the members of the Company.

For R.C.JAIN & ASSOCIATESChartered AccountantsFRN No. 103952W

sd/-(R.C. JAIN)Partner


FINANCIAL DETAILS OF THE SUBSIDIARY COMPANY FOR THE YEAR ENDED 31ST MARCH, 2011

SR NO. PARTICULARS NC MIDDLE EAST FZE

1 Capital 2,256,898*

2 Reserves & Surplus (including balance in profit & loss account) 11,217,575

3 Total Assets 783,642,802*

4 Total Liabilities 770,168,328*

5 Investments -

6 Turnover 322,594,118**

7 Profit/ (Loss) before taxation 11,200,085**

8 Provision for taxation -

9 Profit/(Loss) after taxation 11,200,085**

10 Proposed dividend -

11 Misc Expenses - to the extent not written off -

* 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, 2011under 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 withthe Annual report of the Company. The Company will make available these documents and the related details upon request by anyInvestor of the Company, on all working days except Saturdays, Sundays and Public Holidays at the Registered Office of the Companybetween 10.30 a.m. to 12.30 p.m.




The chemical name of the metal Copper is cuprum and it has been named after the country Cyprus.70


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 onmy/our behalf at the 22nd Annual General Meeting of the Company to be held on Tuesday, the 23rd August, 2011 at11.00 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

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.

Registered Office: Shed No.J/20, GIDC, Umbergaon, Valsad, Gujarat 396171

Signature

ATTENDANCE SLIP

(Name & Address of the Proxy)Folio No/DP id/ Client id:

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 ATTENDINGMEMBER/PROXY

NOTES:

i. A Shareholder/Proxy holder wishing to attend the meeting must bring the Attendance Slip to the meeting andhandover at the entrance duly signed.

ii. A Shareholder/Proxy holder desiring to attend the meeting should bring his copy of the Annual Report forreference at the meeting.



Affix OneRupee

RevenueStamp

Folio No/DP id/ Client id:

No. of Shares:

Documents

NCL Annual Report 2010-11