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ANNUAL REPORT 2010-11

Board of Directors: Mr. Sanjay S. Mardia Mr. Ratanlal S. Mardia Mr. Atul S. Mardia Mr. Nitin Mehta Mr. Praveen H. Shah Mr. Shailesh H. Shah Chief Financial Officer Mr. Hiresh S. Luhar Company Secretary Ms. Payal Garg Auditors: I - Statutory Auditors M/s R.C. Jain & Associates Chartered Accountants Mumbai II Internal Auditors M/s Kothawade & Laddha Chartered Accountants Mumbai Bankers: State Bank of India State Bank of Patiala Union Bank of India CitiBank N.A. Registered Office: J/20, G.I.D.C., Umbergaon, Gujarat 396 171 E-mail:query@nissancopper.com Corporate Office: 903-906, 9th Floor, Raheja Chambers, Nariman Point, Mumbai 400 021 Branch Office: 8, Badrika Ashram, 1st Khetwadi Lane, Metal Market, Mumbai 400 004 Manufacturing Units: Unit I, J/20, G. I. D. C, Umbergaon, Gujarat - 396171. Unit - II Survey No. 168/2/1, Rudana Village, Khanvel, Silvassa 396230. Website: www.nissancopper.com Share Transfer Agent: M/s. Bigshare Services Pvt. Ltd. E-2 & 3, Ansa Industrial Estate, Sakivihar, Andheri (E), Mumbai 400 072. Email: ansar@bigshareonline.com Website: www.bigshareonline.com

Chairman Managing Director Executive Director Independent Director Independent Director Independent Director

CONTENTS Financial Highlights ------------------------------------- 02 Notice -------------------------------------------------------- 04 Directors Report ------------------------------------------ 09 Management Discussion and Analysis ------------- 16 Corporate Governance Report ------------------------ 20 Auditors Report ------------------------------------------- 33 Balance Sheet ---------------------------------------------- 38 Profit & Loss Account ------------------------------------ 39 Schedules --------------------------------------------------- 40 Accounting Policies & Notes to the Accounts ---- 44 Cash Flow Statement ------------------------------------ 51 Balance Sheet Abstracts -------------------------------- 53 Statement u/s 212 of the Companies Act ---------- 54 Consolidated Financial Statements ------------------ 55 Financial Details of the Subsidiary Company ----- 70 Proxy Form -------------------------------------------------- 71

Copper was one of the first metals used by humans over 10,000 years ago.

NISSAN COPPER LIMITED

FINANCIAL HIGHLIGHTS FOR LAST FIVE YEARS

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

ANNUAL REPORT 2010-11

FINANCIAL HIGHLIGHTS FOR LAST FIVE YEARS


(Rs. in Lacs)

FINANCIAL YEAR ENDED Sales Growth in sale Profit before depreciation, Interest & Tax (EBDIT) Depreciation Interest & Financial charges Profit before Tax Income Tax Profit After Tax Equity Share Capital Reserves & Surplus Net Worth Earning per Share (EPS) Cash Earning per Share (CEPS) Sales per Share (Rs.) Book Value per Share (Rs.)

2010-11 29,905.91 58% 3,359.47 470.87 1,170.46 1,718.13 463.88 1,254.26 6,285.59 14,128.77 5,383.36 0.23 0.32 4.76 0.86

2009-10

2008-09

2007-08 14,138.12 34% 1,745.08 272.71 411.29 1,061.08 119.38 941.70 1,455.59 3,613.10 4,899.03 0.65 0.83 9.71 3.37

2006-07 10,550.14 19% 1,014.57 129.20 283.17 602.20 13.26 588.94 1,455.59 2,756.55 4,021.20 0.50 0.61 7.25 2.76

18,879.59 14,489.16 30% 2,418.99 406.92 803.48 1,208.60 295.93 912.66 2,897.69 5,383.36 8,593.31 0.60 0.85 6.52 2.97 2% 1,527.46 464.74 784.51 278.21 64.77 213.44 1,455.59 4,063.39 5,370.58 0.15 0.47 9.95 3.69

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

Copper plumbing is extensively used in almost all developed countries across the world. A properly installed Copper plumbing system will last for over 50 years!

NISSAN COPPER LIMITED

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 on Tuesday, the 23rd of August 2011 at 11.00 a.m. at The Umbergaon Club and Resort, Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171, Gujarat to transact the following business: ORDINARY BUSINESS: 1. 2. 3. 4. 5. To receive, consider, approve and adopt the Audited Balance Sheet as at 31st March 2011, the Profit and Loss Account for the year ended on that date and the Reports of the Board of Directors and Auditors thereon. To declare dividend on Equity Shares for the financial year ended 31st March 2011. To appoint a Director in place of Mr. Shailesh H. Shah, who retires by rotation and being eligible, offers himself for reappointment. To appoint a Director in place of Mr. Atul S. Mardia, who retires by rotation and being eligible, offers himself for reappointment. To appoint M/s. R. C. Jain & Associates, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix 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 by the Ministry of Corporate Affairs and Section 2, 4, 5 and 81 of the Information Technology Act, 2000, the members accord their consent to alter Article 123 of the Articles of Association of the Company by inserting the words, or through electronic mode at the end of the said Article and the altered Article 123 shall be read as under: 123. A document or notice may be served by the Company on any member thereof either personally or by sending it by post to him at his registered address or if has no registered address in India, to the address, if any, within India supplied by him to the Company for serving document or notice on him or through electronic mode. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to sign and file e-form 23 with Registrar of Companies and to do all such acts, things and deeds as may be necessary to give effect to the above resolution. By order of the Board, Place: Mumbai Date: 28th May 2011 Registered Office: Nissan Copper Ltd. J/20 G.I.D.C. Umbergaon, Gujarat - 396171 sd/Payal Garg Company Secretary

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

ANNUAL REPORT 2010-11

NOTES:
1. 2. The explanatory statement pursuant to Section 173(2) of the Companies Act, 1956, relating to special business to be transacted at the meeting is annexed hereto. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY, WHO NEED NOT BE A MEMBER, TO ATTEND AND VOTE ON BEHALF OF HIMSELF/HERSELF. The instruments appointing the Proxy should be deposited at the Registered Office of the Company not less than 48 (forty eight) hours before the commencement of the Meeting. Members who hold shares in dematerialized form are requested to write their Client ID and DP ID Nos. and those who hold shares in Physical form are requested to write their Folio Number in the attendance slip while attending the Meeting for easy identification of attendance at the Meeting. Pursuant to Section 154 of the Companies Act, 1956 the Register of Members and Share Transfer Books of the Company will remain closed from Thursday, the 18th August, 2011 to Monday, the 22nd August, 2011 (Both days inclusive). Members are requested to: i) Write to the Company at least 7 days before the date of the meeting, in case they desire any information as regards the Audited Accounts for the financial year ended 31st March, 2011, so as to enable the Company to keep the information ready. Bring their copy of the Annual Report and the Attendance Slip at the Annual General Meeting. Intimate to the Registrar & Transfer Agent (R&TA) of the Company immediately, about any change in their addresses. Where the shares are held in electronic form such change is to be informed to the Depository Participant (DP) and not to the Company / R & TA. Quote Registered Folio Number or DP ID/ Client ID in all the correspondence. Approach the R&TA of the Company for consolidation of folios. Furnish bank account details to the R&TA / Depository Participant to prevent fraudulent encashment of dividend warrants. Avail of Nomination facility by filling in and forwarding the nomination form to the R&TA, if not already done. Send all share transfer lodgments (physical mode) / correspondence to the R&TA of the Company - M/s. Bigshare Services Pvt. Ltd., E-2, Ansa Industrial Estate, Sakivihar Road, Andheri (E), Mumbai 400 072 up to the date of book closure.

3.

4. 5.

ii) iii)

iv) v) vi) vii) viii)

6.

The Securities and Exchange Board of India (SEBI) has made it mandatory for all companies to use the Bank Account details furnished by the Depositories for crediting dividend. The Company has made arrangements for crediting the dividends through National Electronic Clearing Services (NECS)/Electronic Clearing Services (ECS) to investors where NECS/ECS details are available. Members holding shares in electronic form may kindly note that their Bank details registered against their respective Depository Account as furnished by the respective Depositories to the R & TA will be used by the Company for payment of Dividend and that the Company / R & TA will not entertain any direct request from such Members for deletion of / change in such Bank details. Further, instructions, if any, already given by the Members in respect of Shares held in physical form will not be automatically applicable to Dividend paid on shares held in electronic form. Members may, therefore, give instructions regarding Bank Accounts in which they wish to receive Dividend, directly to their Depository Participant/(s). Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, dividends which remain unclaimed in the unpaid dividend account for a period of seven years from the date of transfer of the same, will be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government, pursuant to Section 205C of 5

7.

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

NISSAN COPPER LIMITED


the Companies Act, 1956. Information in respect of such unclaimed dividend when due for transfer to the said Fund is given below: Sr. no. Financial Year 1. 2. 3. 4. 2006-07 2007-08 2008-09 2009-10 Date of Declaration Date of transfer to Unpaid Dividend Account 22/10/2007 09/10/2008 21/08/2009 10/05/2010 Due Date for transfer to Investor Education & Protection Fund 21/10/2014 08/10/2015 20/08/2016 09/05/2017

20/09/2007 08/09/2008 20/07/2009 08/04/2010

According to the provisions of the Act, Shareholders are requested to note that the amount of dividend for the subsequent years remaining unpaid or unclaimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company shall be transferred to the Investor Education and Protection Fund (IEPF) set up by the Government of India and no payments shall be made in respect of any such claims by the IEPF. Also, it may be noted that the unclaimed dividend in respect of the financial year 2006-07 is due for transfer to the IEPF on October 21, 2014. Members who have not yet encashed their dividend warrant(s) for the financial years ended 31st March, 2007 onwards, are requested to make their claims to the Company accordingly, without any delay. 8. Appointment/Re-appointment of Directors: Details of the Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting (in pursuance of Clause 49 (IV) (G) of the Listing Agreement) Name of the Director Mr. Shailesh H. Shah Date of Birth Date of Appointment Qualifications Profile 28/03/1971 31/10/2007 B.Com Mr. Shailesh Shah holds a Bachelor of Commerce degree from Mumbai University. Mr. Shailesh H. Shah entered the Textile business in 1991 by associating in his family owned firm called Ambica Textile Industries. He joined as a director in Ambica Fabrics Private Limited after the family shifted their business in the new corporate entity. He is also a Partner in Balaji Plastic, since 2003. He is associated with Nissan Copper Limited since October 31, 2007 Mr. Atul S. Mardia 23/12/1966 31/10/2007 B.Com Mr. Atul Mardia holds a Bachelor of Commerce degree from Calcutta University, West Bengal Board. He has an experience of over 20 years in the copper tube business. After graduation, he started business in Kolkata. In the year 2007 he joined Nissan Copper Ltd. as Director to take care of marketing and sale of copper products.

Name of the NIL Companies in which he holds Directorship Memberships & Chairmanships of committees of the Board in other companies Shareholdings in the Company NIL

NIL

NIL

Nil

5,30,000 equity shares of Re.1/- each Brother of: Mr. Sanjay S. Mardia: Chairman & Mr. Ratanlal S. Mardia : Managing Director

Relationship between NA Directors inter-se

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

ANNUAL REPORT 2010-11


9. 10. Members/ Proxies are requested to bring the Attendance Slip duly filled up for attending the Meeting. The Ministry of Corporate Affairs has taken a Green Initiative in the Corporate Governance by allowing paperless compliances by the Companies after considering Sections 2, 4, 5 and 81 of the Information Technology Act, 2000 for legal 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 the Companies Act, 1956, if the service of the document has been made through electronic mode provided that the Company has obtained email addresses of its members for sending the notice/ documents through e-mail by giving an advance opportunity to every shareholders to register their email address and changes therein from time to time with the Company. In case where any member has not registered his email-address with the Company, the service of document 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 notice calling for Annual General Meeting, Audited Accounts, Directors Report, Auditors Report, etc. from the year ended March 31, 2011 onwards and other communications, in electronic form, to e-mail addresses of those members which are available in the records of the Company and/or made available to us by the Depositories. In case you desire to receive the documents mentioned above in physical form or change of register email address, you are requested to kindly send an e-mail to nissancopper@nissancopper.com 11. Non-Resident Indian Members are requested to inform the Company/R&TA the following immediately: i) ii) 12. 13. Change in the residential status on return to India for permanent settlement. The particulars of NRE Bank Account maintained in India with complete name and address of the Bank, if not furnished earlier.

Corporate Members are requested to forward a certified copy of the Board Resolution authorizing their representatives to attend and vote at the Annual General Meeting. The Company has listed its shares at BSE & NSE. All the listing fees, till date, have been paid. All the documents referred to in the Notice are open for inspection at the Registered Office of the Company between 10.30 a.m. to 12.30 p.m. on all working days except Saturdays, Sundays and Public Holidays until the date of the Annual General Meeting or any adjournment(s) thereof.

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

NISSAN COPPER LIMITED


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 paperless compliances by the companies after considering Sections 2, 4, 5 and 81 of the Information Technology Act, 2000 for legal validity of compliances under Companies Act through electronic mode and has issued circular no.17/2011 stating that 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 the accepted mode of service which has been recently discontinued by the Department of Posts vide their letter dated 23.2.2011. The Ministry of Corporate Affairs (MCA) has further clarified that a Company would have complied Section 53 of the Companies Act, 1956, if the service of the document has been made through registered email address. In case where any member has not registered his email-address with the Company, the service of document etc will be affected by other 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 members through electronic mode. However, Article 123 of the Articles of Association of the Company provides that a document/notice will be served upon any member either personally or through post. Thus, the Board of Directors in their meeting held on 28th May 2011 proposed to alter Article 123 of the Articles of Association of the Company by inserting 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 Company requires approval of members by way of a Special Resolution. To promote green environment, the Directors commend this 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 Company Secretary

Place : Mumbai Date : 28th May 2011 Registered Office: Nissan Copper Ltd. J/20 G.I.D.C. Umbergaon, Gujarat - 396171

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

ANNUAL REPORT 2010-11

DIRECTORS REPORT
To, The Members, NISSAN COPPER LIMITED Your Directors are pleased to present the 22nd Annual Report and the Audited statement of Accounts of the Company for the financial year ended 31st March 2011. FINANCIAL RESULTS The Financial performance of your Company for the year under review is summarized below: (Rs. in Lacs) PARTICULARS NISSAN COPPER STANDALONE 2010- 11 Sales Profit before Depreciation, Finance Charges & Taxation Less: Depreciation Less: Finance Charges Profit before Taxation Less: Provision for Taxation Net Profit after taxation Add: Surplus Brought Forward from previous years Surplus available for appropriation Less: Transfer to General Reserves Less: Proposed Dividend including Distribution Tax Balance carried to Balance Sheet 29,905.91 3,359.47 470.87 1,170.46 1,718.13 463.88 1,254.26 1,304.84 2,559.09 500.00 366.48 1,692.62 2009-10 18,879.59 2,418.99 406.92 803.48 1,208.60 295.93 912.66 961.68 1,874.34 400.00 169.51 1,304.84 NISSAN COPPER GROUP 2010-11 33,131.85 3471.52 470.87 1,170.46 1,830.19 463.88 1,366.31 1,304.84 2,671.15 500.00 366.48 1,804.67 *2009-10 18,879.59 2,418.99 406.92 803.48 1,208.60 295.93 912.66 961.68 1,874.34 400.00 169.51 1,304.84

* The subsidiary company NC Middle East FZE was incorporated in the financial year 2010-11. FINANCIAL PERFORMANCE During the year under review, the gross turnover of your Company has increased by 58.40 % from Rs.18,879.59 Lacs to Rs.29,905.91 Lacs. The increase in turnover was preliminary due to increase in copper prices and also due to partial installation of the ACR Tube Plant. The profit before Depreciation, Finance Cost and taxation has gone up to Rs.3,359.47 Lacs as compared to Rs.2,418.99 Lacs during the preceding year, registering a growth of over 38.88%. The profit after tax has increased to Rs.1,254.26 Lacs as compared to Rs.912.66 Lacs during the preceding year, registering a growth of 37.43%. The Company has taken measures to adopt innovative strategies to increase the turnover and profitability of the Company. The Company is continuing its efforts to improve productivity and curtail costs. During the year under review, the Companys plants at Umbergaon & Silvassa have performed satisfactorily. The plants at Silvassa continue to be eligible for tax holidays pursuant to section 80 IB of the Income Tax Act, 1956. The operation of the Company is carried in a single segment i.e. manufacturing and marketing of Copper Products.

Architectural uses of Copper can remain in place for more than a century.

NISSAN COPPER LIMITED


OPERATIONAL PERFORMANCE: The operational performance during the financial year was as follows: PRODUCT Copper Pipes/ tubes Copper Mother tubes/ Flats/ Rod/ Wire Bars/Sections Copper ingots/ Billet Bars Other Product 2010-11 MT 3,739.483 402.322 1,314.892 1,933.283 2009-10 MT 3,576.642 584.075 592.664 600.224 Variance (%) 4.55 % -31.12% 121.86% 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 same for production of Copper Pipes. Hence, there is a decrease in the variances of these products. Further, there was an increase in sale of Copper pipes, tubes, ingots and other products mentioned in the table due to which you could see increase in variances of these products. EXPANSION PROJECT: During the year under review, your Company has set up a State of the Art facility to manufacture Copper tubes for Air Conditioning, Refrigeration and Plumbing application areas with the latest Cast & Roll technology. The trial production from the new machinery done in phases has been successful and the commercial production will commence from June 2011. The installed capacity would be 1000 MT per month. The increase in capacity will give it higher market share in the copper tubes for ACR segment. The funds for expansion were raised through the preferential allotment, bank and internal accruals. Nissan Copper Limited will be the only manufacturer in India to produce ACR copper tubes in level wound coils and inner grooved tubes using the latest Cast & Roll technology. The project is first of its kind in India and is a 100% Import Substitute. Presently domestic demand for most of these tubes is being met through imports from China and other Southeast Asian countries. Nissan recently introduced a Brand name NISSCOP for their Copper products. The company plans to market its entire range of Copper products under this brand, while Nissan will remain as the Umbrella brand. We launched NISSCOP in the exhibition, ACREX 2011 which was held at Pragati Maidan, New Delhi in the month of February 2011 and all appropriate steps are being taken to popularise this brand. The application has already been submitted to the concerned authority for registering NISSCOP and until we get the registration, it is being stated as Trademark, in our campaign to promote the same. TRANSFER TO GENERAL RESERVE: Out of total Profit of Rs. 1,254.26 Lacs for the financial year 2010-11, an amount of Rs. 5 Crores is proposed to be transferred to the General Reserve. DIVIDEND: Your Directors are pleased to recommend a dividend at 5% (Rs. 0.05 per equity share of Re. 1/- each) for the financial year ended 31st March 2011. The total cash outflow on account of equity dividend payments including distribution tax will be Rs.3,66,47,822/- (Including Dividend Tax of Rs. 52,19,869/-) (Previous year Rs. 1,69,50,766/-). SUBSIDIARY COMPANY: NC Middle East FZE a Wholly Owned subsidiary of Nissan Copper Limited in UAE (Ajman Free Zone) was established on , 8th April, 2010 for the purpose of General trading, Import & Export of Copper & Copper Products. The Accounts are audited by M/s KSI Shah & Associates Chartered Accountants Dubai - U.A.E. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 respectively has granted a general exemption from compliance with Section 212 of the Companies Act, 1956 i.e. attaching the Balance Sheet and Profit & Loss Account of the Subsidiary Company, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements. 10
Copper in liquid form is used as a wood preservative. It helps in restoration of original structures that are damaged due to dry rot.

ANNUAL REPORT 2010-11


The Company will make available the Annual Accounts of the Subsidiary Company to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Company will also be kept open for inspection at the Registered Office of the Company between 10.30 a.m. to 12.30 p.m. on all working days except Saturdays, Sundays and Public Holidays. 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 Issued Face Value Previous Capital (in Rs.) 2,89,76,905 Current Capital (in Rs.) 5,39,76,905

Completed GDR of Rs.100 crores & listed its Depository Receipts at Luxembourg Stock Exchange. The Company has allotted 8,87,90,000 Equity shares out of 23,30,00,000 convertible Equity Warrants of Re.1/- each to Promoters & Non Promoters on preferential basis as on 13th November 2010.

2,50,00,000 8,87,90,000

Rs.10/-

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 effective from 28th September 2010. QUALITY: The Company is committed to continue in its endeavor in terms of maintenance of Quality and International Standards. We have continued our journey towards excellence with a crucial focus on Quality and Productivity with significant investment in quality programs. The Company was assessed for ISO 9001:2008 and ISO 14001:2004 and was successfully registered with their prestigious certification as on 18th September, 2009 and 27th May, 2010, respectively. During the year under review, the Company has successfully conducted surveillance audit in the continual requirement for maintenance of the aforesaid certifications. FIXED DEPOSITS: The Company has not accepted any deposit within the purview of section 58A of the Companies Act, 1956 during the year under review. DIRECTORS: The Board of Directors of a Company provides leadership and strategic guidance, objective judgment, independent of management to the Company and exercise control over the Company, while remaining at all times accountable to the shareholders. In accordance with the provision of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Shailesh H. Shah and Mr. Atul S. Mardia retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment. CORPORATE GOVERNANCE: Your Company is committed to maintain the highest standard of Corporate Governance and adhere to the requirements set out by SEBI. With a view to strengthening the Corporate Governance framework, the Ministry of Corporate Affairs has issued a set of Voluntary Guidelines in December 2009 for adoption by the Companies. Your Company already complies with some of the provisions of these Voluntary Guidelines and has initiated appropriate action to comply with other requirements. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement, including the shareholders information and auditors certificate on its compliance, forms a part of this Annual Report. CONSOLIDATED FINANCIAL STATEMENTS: The Consolidated Financial Statements for the year ended 31st March, 2011 have been prepared in accordance with the
Copper was selected as the canister material of choice in the Swedish national program for nuclear waste disposal.

11

NISSAN COPPER LIMITED


principles and procedures for the preparation and presentation of consolidated accounts as set out in the Accounting Standard (AS-21). The aforesaid statements, audited by the statutory auditors of the company have been filed with the stock exchanges as on 28th May, 2011 and are also attached to the Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company. Also the Cash Flow Statement is provided in the Annual Report along with the Balance Sheet and Profit and Loss Account. DEPOSITORIES: The Company is registered 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 advantage of 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 Insurance Companies: 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 Company at the end of the financial year and of the profit of the Company for the year under review. c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) The Directors have prepared the Annual Accounts on a going concern basis. AUDITORS AND AUDITORS REPORT: STATUTORY AUDITORS: The present Statutory Auditors of the Company M/s R. C. Jain & Associates, Chartered Accountants, retire at the conclusion of ensuing Annual General Meeting. The Company has received a letter as required under section 224(1B) of the Companies Act 1956 from M/s. R. C. Jain & Associates, Chartered Accountants, confirming their eligibility and willingness to act as Statutory Auditors if re-appointed. The members are requested to appoint the Statutory Auditors from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting. Your Directors have to state that with respect to contingent liability mentioned in Auditors Report, the Auditors remark is self 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, in the absence of any reply from some of the parties till the finalisation of accounts, their balances outstanding as on 31st March, 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 and the 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 Auditor of the Company on 12th August, 2010 for the year 2010-11 and also re-appointed them for the year 2011-12 to strengthen the internal control system of the Company.

12

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

ANNUAL REPORT 2010-11


M/s Kothawade & Laddha, Chartered Accountants, a partnership firm established in March 1987, has over 20 years of experience 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, Private Banks etc. They have also paneled with: 1. 2. 3. Reserve Bank of India for Statutory Audits of Banks Vide Panelment No. 061315; Comptroller And Auditor General of India (C & AG) Vide Panelment No. B 00533; 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 the recommendations made by the Internal Auditors. The audit committee members reviewed and discussed in detail the scope of audit and audit schedule. Your Company shall be immensely benefited from their appointment. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT: Managements discussion and analysis report for the year under review, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in separate section forming part of the Annual Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO: The particulars pursuant to requirements under section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 is given in the annexure of the report. CORPORATE SOCIAL RESPONSIBILITIES (CSR): As a concerned Corporate Citizen, your Company believes that CSR initiatives are a way to pay back societal debt and obligations. Your Company does not see CSR as a charity; not even as a responsibility, but as an opportunity to change and your companys activities are determined by the concept of Changing Lives. Your company is constantly endeavored to improve the quality of life of the communities and to bridge the gaps in society and help transform communities around the workplace. We believe that: The brands that will be big in the future will be those that tap into the social changes that are taking place. PARTICULARS OF EMPLOYEES: The Ministry of Corporate Affairs has notified Companies (Particulars of Employees) Amendment Rules, 2011 vide GSR 289 (E) dated 31.03.2011 raising the limit of employees salary to be disclosed in the Directors Report. The employees salary limit has been raised from Rupees Twenty-four Lakhs per financial year or Rupees Two Lakhs per month to Rupees Sixty Lakhs per financial year or Rupees Five Lakhs per month. As on date, none of the employees of the Company fall within the purview of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and Companies (Particulars of Employees) Amendment Rules, 2011. APPRECIATION: The Board of Directors expresses their deep gratitude for the co-operation and support extended to your Company by its customers, suppliers, Bankers and various Government agencies. Your Directors also place on record the commitment and involvement of the employees at all levels and looks forward to their continued co-operation. For and on behalf of the Board, sd/Sanjay S. Mardia Chairman Place: Mumbai Date: 28th May 2011

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

13

NISSAN COPPER LIMITED

ANNEXURE TO THE DIRECTORS REPORT


Disclosure under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 A. CONSERVATION OF ENERGY; (a) Energy conservation measures taken by the Company: (i) The Company has been taking continuous steps to conserve the energy and minimize energy cost at all levels as per the past experience. (ii) Monitoring the overall energy consumption, by reducing losses and improving efficiency. (iii) Maximum demand of electricity is being reduced by evenly distributing the loads throughout the day and increasing efficiency of plants and machineries. (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 impact on 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 and substitute it by consumption of Electricity. Company has sanctioned 66KVA power from the Electricity Department. (ii) Rejection has gone down substantially due to improvement in quality of products. Total energy consumption and energy consumption per unit as per Form A

(d)

FORM A
Particulars Current Year Previous Year 1. Electricity (a) Purchased Units (KWH) 32,39,421 30,07,894 Total Amount (Rs.) 1,26,84,491 1,27,68,909 Rate per unit (Rs.) 3.92 4.25 (b) Own Generation (D.G. Set) Units (KWH) 4,53,041 47,545 Total Amount (Rs.) 29,70,543 2,70,689 Units per ltr. Of Diesel 6.26 6.26 Rate per unit (Rs.) 6.56 5.69 2. Gas Kilogram 1,24,830 1,82,133 Total Amount (Rs.) 56,02,104 65,93,882 Rate per Kilogram (Rs.) 44.88 36.20 3. Energy consumption cost per unit of production 2.72 2.11 * Gas includes LPG & Nitrogen gas. The Company manufactures a wide range of products and the consumption of energy will vary significantly depending upon the actual product mix for the period. B. TECHNOLOGY ABSORPTION: Disclosure of particulars with respect to Technology Absorption as per Form B
Copper and Copper alloys play an important role in all NASA space flights.

14

ANNUAL REPORT 2010-11

FORM B
1. Research and Development (R & D): (i) Specific area in which R & D carried out by the Company The Company is developing and introducing various new sizes, designs and pattern of copper pipe under its continuous R & D programs as per changing market needs. (ii) Benefit derived as a result of the above R & D: (a) The quality of products of the company has improved and showed marked improvement in its desired properties. (b) Burning loss during melting of copper scrap reduced substantially. (c) The R & D activities resulted into development of new designs and products and also acceptability of the products in the market. (iii) Future plan of Action: (a) Continuation of the measures already initiated by the company. (b) Introduction of more process control and detailed quality control as well as cost reduction techniques. (c) Development of new value added products. (d) Technology upgradation and modernization. (iv) Expenditure on R & D:

The Company does not account for R&D expenses separately but treat them as revenue expenses and accounts in respective head of revenue accounts. There was no capital expenditure incurred on imported technology during the year. 2. NISSCOP Efforts in brief made towards technology absorption, adaptation and innovation (i) The Company has been developing in house modification/improvement in process technology in its various manufacturing sections, which when and if found suitable have been integrated in the manufacturing process. (ii) These have been resulted in improving efficiency, quality & design of the Companys products. FOREIGN EXCHANGE EARNINGS AND OUTGO: The information of foreign exchange earning & outgo is as follows. (Rs. In Lacs) Sr. No. (A) (B) (C) (D) (E) (F) (G) (H) Particulars C.I.F. Value of Exports C.I.F. Value of Imports Foreign Travelling Expenses Import of Machinery GDR Expenses Remittance to NC Middle East FZE (Loans & Advance) Interest receivable on Loan to NC Middle East FZE Investment in NC Middle East FZE (Wholly owned subsidiary) 2010-2011 139.22 2,066.72 24.14 2,626.64 357.90 7,728.61 61.61 22.84

C.

The efforts are being made to enhance export & Foreign Exchange Earnings. For and on behalf of the Board, Place: Mumbai Date: 28th May, 2011
Apollo 11 had a Copper-based lunar module-to-earth communications system. This enabled the astronauts to keep in touch with Earth during the voyage.

sd/Sanjay S. Mardia Chairman 15

NISSAN COPPER LIMITED

MANAGEMENT DISCUSSION & ANALYSIS


1. INDUSTRY STRUCTURE & DEVELOPMENTS: Copper is the one of the most widely used industrial metal. It is best conductor of electricity with high electrical and thermal conductivity, high strength, malleability, corrosion resistance, precision castability. Because of its high ability to 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 in India is in the order of 0.50 Kg as compared to 10 Kg in developed countries. Demand for copper is expected to surge in the domestic market, too, considering the huge capacity additions in its consumer industries. Copper prices in the domestic market grew by 16.8 per cent y-o-y in the December 2010 quarter. The average expected growth of the construction industry of approx 7% - 9% p.a. will continue to drive the demand for copper building wires. In view of the growth in per capita disposable income the standard of living will improve; that will increase the density of copper usage in building wires as well. Further growth in power sector is likely to drive India's copper consumption. The country has an installed capacity of 163,000MW of electricity and according to 11th Five year plan Power Generation capacity addition is expected to be 78,700MW during the period (2008-2012). Other consumer industries like real estate, machinery, transport and consumer durables, too, are on an expansion spree. According to the International Energy Agency, India's power production is expected to rise by 15-20% annually and to meet that, India needs to invest $1.25 trillion by 2030 into energy 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 Copper tubes 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 production will 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 additional demand 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 relations from GCC countries especially Qatar and Bahrain, where the growth in infrastructure is tremendously shooting upwards. Highest ever-copper semis production, improved operations efficiencies and continued cost reduction focus. Higher value added products in the existing production plant. Substitutes: With the relatively high volatility of copper prices (raw material) which are controlled by the London Metal 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.

Threats

16

ANNUAL REPORT 2010-11


Competitive Rivalry: Competitive pricing strategy adopted by competitors due to trade economies may pose threat 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 which include the SSI (Small Scale Industry) and unorganized sector players.

Challenges Large imbalance between Indias smelting/ refining capacity and its limited production capacity in copper mining. In 2010, Indias copper refining capacity was more than 1 mm tonnes of copper. The copper ore production in India for fiscal 2010 was 3.2 mm tonnes. India accounts for 3% of the global output but still has to depend completely on the copper ore imports. The lack of sufficient supply of domestic copper ore has resulted in Custom smelters relying on imported copper concentrate to feed the domestic demand. [Source: Ministry of Mines] 3. PERFORMANCE: During 2010-11, the Company sold 7,389.928 tonnes of Copper & other related Products as against 5,353.605 tonnes in 2009-10, achieving a growth of 38.04 % of Copper & other related Product. 4. FACTORS INFLUENCING COPPER MARKET AND PRICES 5. Copper prices in India are fixed on the basis of the rates that rule on LME and Rupee & US Dollar exchange rate. The fluctuation in US Dollar is a major issue. Economic growth of the major consuming countries such as China, USA, Japan, Germany, India etc. Growth and development in the Infrastructure, Power Sector, Real-estate, Telecom and Electrical Industry. Natural calamities such as earthquakes and floods affect the production in mines and transportation thereby affecting the supply. Quality of ores.

FUTURE OUTLOOK The Indian Economy has shown remarkable resilience. The overall growth of Gross Domestic Product (GDP) at factor cost at constant prices, as per Advance Estimates, was 8.6 per cent in 2010-11 representing an increase from the revised growth of 8.0 per cent during 2009-10, according to the Advance Estimate (AE) of Central Statistics Office (CSO). The growth rate of 8.6 per cent in GDP during 2010-11 has been due to the growth rates of over 8 per cent in the sectors of manufacturing, construction, 'trade, hotels, transport and communication', 'financing, insurance, real estate and business services'. Agricultural sector registered a growth rate of 5.4 per cent. The non-ferrous metals industry constitutes an important part in the Indian Economy. The industry fulfills the requirements of a broad range of leading sectors like automobile and automotive parts, infrastructure, engineering, electronics, construction, packaging etc. Year 2010-11 2011-12 Economic Growth 8.5% year-on-year 9 + -0.25% 8.2% Around 8% * Note : Finance Ministry to lower estimate in survey. Source: Economic Survey for 2010-11 and 13th Finance Commission. Projected in/ by Economic Survey World Bank Reserve Bank of India

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

17

NISSAN COPPER LIMITED


Indias per capita consumption of Copper is significantly less than that of China and substantially lower than the world average. However, Indias domestic Copper Consumption is growing rapidly. Copper demand for the country is at 6,50,000 tonnes by the end of 2011 as compared to 5,65,000 tonnes in 2010. The total copper consumption is estimated 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 of Industries such as telecom sector, power, automobile etc. are showing their interest with regards to Copper in their applications/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 the total 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 potential during 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 expected to exceed global growth in copper production and the annual production deficit, estimated at about 250,000 metric tons (t) of refined copper in 2010, is expected to be about 380,000 t in 2011. In response to prevailing high copper prices and increased end use demand, production increases are expected at operations curtailed following the 2008 economic crisis and, to a lesser extent, from startup of new operations. Industrial demand in 2011 in all of the major consuming regions is expected to continue the upward trend begun in 2010 and exceed the growth in refined production. 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 more than 4%. In 2012, the production deficit is expected to narrow as refined copper production is expected to grow faster than demand. 6. RISKS & CONCERNS In the current scenario the major concern being the unrest in the Middle East and North Africa which has boosted crude oil prices and threatens to derail global economic recovery, which in turn, could depress copper demand. Also new projects are located in challenging regions which are politically more unstable and/or lack infrastructure raising extraction costs. Inflation, demand and supply dynamics, impact of debt crisis in Euro zone on copper prices are some of the risks involved. 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 against a wide range of risks, as part of its overall risk management strategies. However, the Companys operations have historically shown significant exposure to the resilience to the fluctuations of economic and industry cycles, with demand for most of its key products continue to grow at healthy rates even at times of an overall economic slowdown. 7. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY Your Company has a sound internal control system commensurate with its size. Internal Audit reports are discussed by the professionals & member of audit committee & suitable corrective actions as suggested are adopted by the management. We have always believed that transparency, systems and controls are important factors in the success and growth of any organization.

18

Copper is biostatic which means bacteria will not grow on its surface. Copper and Copper alloy doorknobs protect against the transfer of diseases in hospitals.

ANNUAL REPORT 2010-11


8. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE: Management Discussion and analysis of the Companys operations and financial consolidation together with discussion on financial performance with respect to operational performance should be read with conjunction with the financial statements as given below FINANCIAL PERFORMANCE (Rs. in Lacs) Financial Year Ended Sales Growth in sale Profit before depreciation, Interest & Tax (EBDIT) Depreciation Interest & Financial charges Profit before Tax Income Tax Profit After Tax Equity Share Capital Reserves & Surplus Net Worth Earning per Share (EPS) Cash Earning per Share (CEPS) Sales per Share (Rs.) Book Value per Share (Rs.) 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.

2010-11 29,905.91 58% 3,359.47 470.87 1,170.46 1,718.13 463.88 1,254.26 6,285.59 14,128.77 5,383.36 0.23 0.32 4.76 0.86

2009-10 18,879.59 30% 2,418.99 406.92 803.48 1,208.60 295.93 912.66 2,897.69 5,383.36 8,593.31 0.60 0.85 6.52 2.97

9.

MATERIAL DEVELOPMENT ON HUMAN RESOURCES / INDUSTRIAL RELATIONS The biggest strength of the Company has always been its people. Only with their participation we have managed to achieve a healthy work culture, transparency in working, fair business practice and a passion for efficiency. The Company follows a unique, home grown philosophy of allowing people to set their own targets and give them the freedom to achieve them: I can. This philosophy has spread across all our employees and has been a constant source of motivation for our people. Further, to enhance their skills and enrich their experience, the Company provides continuous training. This includes workshops, courses, seminars and visit to the Companys plants. Of late, we have also started in-house conferences for various disciplines. Employees from all our offices are invited to participate. It is a useful forum for sharing experiences, ideas, innovations and developmental work undertaken in their respective work places. From the beginning, we have followed a progressive policy of taking keen interest in the well-being and progress of our people. All of this, we believe, has nurtured a strong sense of belonging among our people. CAUTIONARY STATEMENT Statement in the Management discussion & analysis describing the Companys objectives, projections, estimates & exceptions may be forward looking statements within the meaning of applicable securities laws & regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the companys operations include economic conditions affecting demand/ supply and price conditions in the domestic & overseas markets in which the company operates changes in the Government regulations, tax laws & other statutes & other incidental factors. For and on behalf of the Board Place: Mumbai Date: 28th May 2011 sd/Sanjay S. Mardia Chairman 19

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

NISSAN COPPER LIMITED

CORPORATE GOVERNANCE REPORT


Corporate Governance is a set of systems and practices to ensure that the affairs of the company are being managed in a way which ensures accountability, transparency and fairness in all its transactions in the widest sense and meet its stakeholders 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 good Corporate Governance, in line with local and global standards. Its primary objective is to achieve business excellence and 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 to pursue highest standards of Corporate Governance in the overall interest of all its stakeholders. The Company not only adheres to the prescribed corporate practices as per Clause 49 but is constantly striving to adopt emerging best practices worldwide. It is our endeavor to achieve higher standards and provide oversight and guidance to management in strategy implementation and risk management and fulfillment of stated goals and objectives. Companys philosophy on Corporate Governance Corporate Governance is an integral part of the philosophy of Nissan Copper Limited in its pursuit of excellence, growth and value creation. The Company emphasises the need for full transparency, disclosure and accountability in all its transactions, in order to protect the interests of its stakeholders. The Company always strives to achieve optimum performance at all levels by adhering to corporate governance practices. Your Companys Philosophy is based on the following principles: (A) 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.

MANDATORY REQUIREMENTS: BOARD OF DIRECTORS: Composition of Board: The total Strength of the Board at present is 6 Directors; consisting of 3 Executive Directors, including the Chairman and 3 Non- Executive & Independent Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreement. The composition of Board of Director is as follows: Sr. Name of the Director Category No.
Directorship* and Chairmanship/ Membership** of Board Committees in other public Limited Indian Companies

Director 1 2 3 4 5 6 Mr. Sanjay S. Mardia Mr. Ratanlal S. Mardia Mr. Atul S. Mardia Mr. Shailesh H. Shah Mr. Praveen H. Shah Mr. Nitin Mehta Promoter & Executive Chairman Promoter & Managing Director Promoter & Whole-time Director designated as Executive Director Independent and Non- Executive Director Independent and Non- Executive Director Independent and Non- Executive Director Nil Nil Nil Nil Nil Nil

Committee Committee Member Chairman Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil

(*) Private Limited Companies, Foreign Companies, Companies under Section 25 of the Companies Act 1956 and Alternate Directorship are excluded for the above purpose (**) This includes the Chairmanship/ Membership of Audit Committee and Shareholder/Investor Grievance Committee of all public Limited Companies

20

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

ANNUAL REPORT 2010-11


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 time gap 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 Mr. Sanjay S. Mardia Mr. Ratanlal S. Mardia Mr. Atul S. Mardia Mr. Praveen H. Shah Mr. Shailesh H. Shah Mr. Nitin Mehta COMMITTEES OF BOARD 1. Audit Committee The Audit Committee of the Company is constituted in accordance with the provisions of Clause 49 of Listing Agreement 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. The Committees purpose is to oversee the accounting and financial reporting process of the Company, the audits of the Companys financial statements, the appointment, independence, performance and remuneration of the statutory auditors, the performance of internal auditors and the Companys 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 and 08.02.2011. Mr. Hiresh S. Luhar, Chief Financial Officer attended the meeting and Ms. Payal Garg, Company Secretary acted as a Secretary to the Committee. The Constitution of the Committee and the attendance of each member of the Committee are given below: Name Mr. Praveen H. Shah Mr. Atul S. Mardia Mr. Nitin Mehta 2. Designation Independent Director Whole-time Director Independent Director Position Chairman Member Member Committee Meeting Attendance 5 5 5 No. of Board Attendance last Meeting Attended AGM held on 12th July, 2010 13 13 15 15 15 14 Yes Yes Yes Yes No No

Investor Grievance cum Share Transfer Committee The Investor Grievance Committee specifically monitors expeditious redressal of Shareholders & Investor Complaints received from Stock Exchanges, SEBI, ROC, etc. relating to transfer/transmission of shares, non- receipt of Dividends, non-receipt of annual reports, dematerialization of shares and other investor related matter. The Committee also monitors transfer and transmission of shares and split and consolidation of share certificates. During the year, four meetings were held on 28.05.2010, 12.08.2010, 13.11.2010 and 08.02.2011. Mr. Hiresh S. Luhar, attended the meeting as the Chief Financial Officer and Ms. Payal Garg, Company Secretary acted as a Secretary to the Committee.

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

21

NISSAN COPPER LIMITED


The Constitution of the Committee and the attendance of each member of the Committee are given below: Name Mr. Praveen H. Shah Mr. Ratanlal S. Mardia Mr. Atul S. Mardia Designation Independent Director Managing Director Whole- time Director Position Chairman Member Member Committee Meeting Attendance 4 4 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 has constituted Remuneration Committee to review and recommend the remuneration payable to the Executive Director based on their performance and defined assessment criteria. The remuneration committee is constituted in confirmation with the recommendation under Clause 49 of the Listing Agreement as under: Name Mr. Praveen H. Shah Mr. Shailesh H. Shah Mr. Nitin Mehta Designation Independent Director Independent Director Independent Director Position Chairman Member Member

No Remuneration Committee meeting was held during the year. The details of remuneration paid to Executive Directors during the financial year 20102011 are given below: Particulars Mr. Sanjay S. Mardia, Chairman Mr. Ratanlal S. Mardia, Mr. Atul S. Mardia, Managing Director Whole-time Director designated as Executive Director 48,00,000 Nil 48,00,000 48,00,000 Nil 48,00,000

Basic Salary (Rs.) Commission @ 5% of Net Profit Basic Salary Total (Rs.) (p.a.)

48,00,000 Nil 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 Ratanlal S. Mardia Sanjay S. Mardia Atul S. Mardia Praveen H. Shah Shailesh H. Shah Nitin Mehta No. of shares held in the Company 7,13,30,000 2,76,27,380 5,30,000 0 0 0 % to the total capital 11.35 4.40 0.08 0 0 0

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

22

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

ANNUAL REPORT 2010-11


INFORMATION ON GENERAL BODY MEETINGS 1. 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 passed Special resolutions passed 2 i Revision in remuneration of Mr. Sanjay S. Mardia, Executive Chairman of the Company. ii Revision in remuneration of Mr. Ratanlal S. Mardia, Managing Director of the Company. N.A. 12/7/2010 11.00 A.M. 3 i Revision in remuneration of Mr. Sanjay S. Mardia, Executive Chairman of the Company. ii Revision in remuneration of Mr. Ratanlal S. Mardia, Managing Director of the Company. iii Revision in remuneration of Mr. Atul S. Mardia, Whole Time Director designated as Executive Director of the Company.

2007-2008 Umbergaon Club & Resort Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171

08/9/2008

11.00 A.M.

2008-2009 Umbergaon Club & Resort Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171 2009-2010 Umbergaon Club & Resort Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171

20/7/2009

11.00 A.M.

b) Year

Details of Extra Ordinary General Meeting held during the last three years are as under: Venue of the meeting Date Time Details of Resolution passed

2008-2009 Umbergaon Club & Resort Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171

19/07/2008 11.00 A.M i Increase in Authorised Share Capital and Alteration of Memorandum of Association. ii Alteration of Articles of Association. iii Issue of fully Convertible Equity Share Warrants on Preferential Basis. 14/05/2009 11.00 A.M i Increase in Authorised Share Capital and Alteration of Memorandum of Association. ii Alteration of Articles of Association. iii Issue of fully Convertible Equity Share Warrants on Preferential Basis. 12/02/2010 11.30 A.M i Increase in Authorised Share Capital and Alteration of Memorandum of Association. ii Alteration of Articles of Association. iii Issue of Global Depository Receipt (GDR) iv Increase in Investment Limit U/S 372a v Increase in the limit of FII Investment. 16/09/2010 11.00 A.M. i Alteration of Articles of Association ii Subdivision of the Equity shares of the Company having face value of Rs.10/- each into Ten Equity Shares of Re.1/- each. 23

2009-2010 Umbergaon Club & Resort Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171

2009-2010 Umbergaon Club & Resort Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171

2010-2011 Umbergaon Club & Resort Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171

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

NISSAN COPPER LIMITED


2. Passing of Resolution by Postal Ballot In the meeting of the Board of Directors held on December 08, 2010, it was unanimously approved by the Board to conduct 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, Union Territory of Dadra and Nagar Haveli. The Postal Ballot notice along with Postal Ballot form was duly sent to all the Shareholders 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 declaring that the votes cast by the Members in favour of the resolution represent more than three times the total number of votes 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, Western Region 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 been duly filed with the Registrar of Companies and a copy of the same has been sent to the Chief Secretary, Government of 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 may have potential conflict with the interests of the Company at large: All disclosures relating to financial and commercial transactions where Directors may have a pecuniary interest are provided to the Board and the interested Directors did not participate in the discussion nor voted on such matters. 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 Exchanges or 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 statutory authority, 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 of clause 49 The Company has duly complied with the mandatory requirements of the Clause 49 and as required by Clause 49 of the Listing Agreement, the Auditors Certificate on Corporate Governance is given as Annexure III. The status of the 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 Chartered Accountants 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 minimization procedures. 24
Copper is also a good conductor of heat, which is why it is used to make the bases of saucepans and heating pipes.

ANNUAL REPORT 2010-11


MEANS OF COMMUNICATION Quarterly results: The quarterly results of the Company are regularly sent to the stock exchanges and the same are available on the website 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 audited annual 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 same newspapers. 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 the service of the document has been made through electronic mode provided that the Company has obtained email addresses of its members for sending the notice/ documents through e-mail by giving an advance opportunity to every 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 notice calling for Annual General Meeting, Audited Accounts, Directors Report, Auditors Report, etc. from the year ended March 31, 2011 onwards and other communications, in electronic form, to e-mail addresses of those members which are available in the records of the Company and/or made available to us by the Depositories. In case you desire to receive the documents mentioned above in physical form or change or register email address, you are requested to send an e-mail to nissancopper@nissancopper.com GENERAL SHAREHOLDERS INFORMATION 1 Date, Time and Venue of Annual General Meeting Financial Year Dates of Book Closure Dividend Payment Equity Shares Listed on Stock Exchanges at Tuesday, 23rd August, 2011 11.00 AM At Umbergaon Club & Resort, Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171 1st April 2010 31st March 2011 August 18, 2011 to August 22, 2011 (Both Days inclusive) Credit/ dispatch between August 24, 2011 and August 31, 2011 Bombay Stock Exchange (BSE) Exchange Code : 532789 National Stock Exchange of India Limited (NSE) Exchange Code : NISSAN Luxembourg Stock Exchange 11, Av de la Porte-Neuve, L 2227, Luxembourg. The Company has paid the Annual Listing Fee for the financial year 2011-2012 to BSE and NSE. Annual maintenance and listing agency fee for the calendar year 2011 has been paid by the Company to the Luxembourg Stock Exchange.

2 3 4 5

6 7

Global Depository Receipts (GDRs) Listed on Stock Exchange at Listing Fee

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

25

NISSAN COPPER LIMITED


8 ISIN Number for NSDL & CDSL INE846H01021 The annual Custodian Fees for the Financial year 2011-12 have been paid to National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Bank of New York Mellon Corporation 101 Barclay Street, 22 West, New York, NY 10286 USA. The Hongkong & Shanghai Banking Corporation Limited Andheri Branch Office, 2nd Floor, SHIV, Plot no. 139-140 B, W.E. Highway, Sahar Road Junction, Vile Parle (E), Mumbai 400 057. CIN, allotted by the Ministry of Corporate Affairs, Government of India is L36939GJ1989PLC013072, and Company Registration Number is 04 - 13072. The Company is registered at the State of Gujarat, India.

9 10

Overseas Depository Domestic Custodian

11

Corporate Identity Number (CIN)

12

Registrar & Share Transfer Agent: Bigshare Services Pvt. Ltd E-2/3,Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri East,Mumbai - 400 072. Tel No.40430200 / 28470652, Fax No. 28475207. Email-ansar@bigshareonline.com, website - www.bigshareonline.com Business Hours : Monday to Friday (10 a.m. to 4 p.m) Contact Person : Mr. Ansar Shaikh "Our Registrar & Transfer Agent M/s Bigshare Services Private Limited recently launched Gen - Next Investor Module i'Boss the most advanced tool to interact with shareholders. Please login into i'Boss (www.bigshareonline.com] and help them to serve you better." Stock Market Data As Annexure A

14 15

Share Transfer System: Transfer of Shares in physical form are effected and share certificates are dispatched within an average period of 15-20 days from the date of the receipt of request, provided the relevant documents are complete in all respects. With a view to expedite the process of Share Transfers, committee of the Company have been severally authorised to approve the valid applications for transfer, which have been duly processed and scrutinized by the Registrar & Share Transfer Agent. The said officers of the Company attend to the Share Transfer activities atleast once in fortnight.

16

ECS Mandate: Under ECS, shareholders get an option to receive dividend directly into their bank accounts rather than receiving the same through dividend warrants. Shareholders holding shares in physical form, who would like to avail of this facility, are requested to send the ECS mandate to the Companys R & TA. Shareholders holding shares in electronic form (demat form) are requested to give the ECS mandate to their Depository Participants directly. Distribution of Shareholdings & Shareholder Pattern as on 31st March, 2011: Annexure B is attached Dematerialization of Shares & Liquidity as on 31st March, 2011 Physical Form 140 NSDL 482,881,922 Demat Form 628,558,910 CDSL 145,676,988

17 18

26

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

ANNUAL REPORT 2010-11

19

Nomination Facility: Pursuant to the provisions of Section 109A of the Companies Act 1956, Shareholders are entitled to make nominations in respect of shares held by them. Shareholders holding shares in physical form & desirous of making nominations are requested to send their requests to the Companys RTA. Shareholders holding Shares in electronic form (demat form) are requested to give their nomination request to their respective Depository Participant directly. Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity: (a) GDRs: Outstanding GDRs as on 31st March, 2011 represent 25,00,00,000 Equity Shares constituting 39.77% of the paid-up Equity Share Capital of the Company. Each GDR represents five underlying equity shares in the Company. The GDRs are listed at Luxembourg Stock Exchange. The Bank of New York Mellon is the Depository and HSBC is the Custodian of all the Equity Shares underlying the GDRs issued by the Company. The proceeds from the offering are being used to explore and expand new markets in Middle East and North Africa (MENA) region by investing in our subsidiary company NC Middle East FZE which also acts as our export hub for targeting the western markets from UAE. (b) Conversion of Warrants: Out of 2,33,00,000 Equity Share Warrants, 1,44,21,000 Equity Share Warrants were converted to Equity Shares on 16th March, 2010 and the balance 88,79,000 Equity Share Warrants were converted into 8,87,90,000** Equity Shares of Re.1/- (Rupee One Only) at a premium of 0.40p (Forty Paise Only) as on 13th November, 2010. (**Equity Shares of the company having face value of Rs.10/- each were subdivided into Ten Equity Shares of Re.1/- each as on 28th September, 2010.)

20

21

Plant Location: Unit 1: J/20 G.I.D.C. Umbergaon, Gujarat - 396171 Unit 2: Survey No. 168/2,/1 Village Rudana, Khanvel, Silvassa 396 230 Shareholders/ Investors Correspondence: Share holders can address their Correspondence to the following: 1. Bigshare Services Pvt. Ltd E-2/3,Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri East,Mumbai - 400 072. Tel No.40430200 / 28470652, Fax No. 28475207. Email-ansar@bigshareonline.com website - www.bigshareonline.com 2. Ms. Payal Garg Company Secretary Nissan Copper Limited, Office No. 903-906, 9th Floor, Raheja Chambers, 213 Nariman Point, Mumbai 400021 Telephone No : 022 4302 4000-49 Fax No. : 022 2283 3889 Email Address : query@nissancopper.com/payal@nissancopper.com

22

23

E-Communication Mode: Members can register their email addresses for receiving communication from the Company in electronic mode by sending an email to nissancopper@nissancopper.com However, the same email address can be used by the members to keep the Company informed as and when there is any change in the e-mail address. In respect of electronic holdings, members can also register/update their email addresses with the Depository or Bigshare Services Pvt. Ltd (R&TA).

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

27

NISSAN COPPER LIMITED


STOCK MARKET DATA SHARE PRICE / VOLUME (BOMBAY STOCK EXCHANGE) (For the Period from 01.04.10 to 31.03.11) Month Apr-10 May-10 Jun-10 Jul-10 Aug-10 *Sep-10 High Price Low Price No. of Shares 43.50 37.05 3,68,847 40.45 30.50 4,69,822 58.45 35.00 43,68,044 67.25 35.70 1,23,20,308 45.35 34.55 34,86,844 44.50 38.15 59,99,038 ANNEXURE A SHARE PRICE / VOLUME (NATIONAL STOCK EXCHANGE) (For the Period from 01.04.10 to 31.03.11) Month Apr-10 May-10 Jun-10 Jul-10 Aug-10 *Sep-10 High Price Low Price No. of Shares 44.40 37.05 3,25,271 41.00 33.60 1,99,583 58.50 35.05 4,85,2903 66.95 34.80 1,80,14,300 45.20 34.50 33,30,269 45.00 38.25 55,63,546

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

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

Month **Sep-10 Oct-10 Nov-10 Dec-10 Jan-11 Feb-11 Mar-11

High Price Low Price No. of Shares 4.50 3.70 1,36,84,559 4.20 3.51 1,35,28,779 4.80 2.88 3,26,37,106 3.85 2.95 68,92,417 3.42 2.75 30,44,906 3.12 2.62 31,51,341 2.93 2.25 28,18,933

Month **Sep-10 Oct-10 Nov-10 Dec-10 Jan-11 Feb-11 Mar-11

High Price Low Price No. of Shares 4.20 3.70 1,78,15,573 4.20 3.55 1,25,75,165 4.75 2.90 2,82,47,252 4.00 2.95 73,00,577 3.45 2.75 38,91,327 3.10 2.65 46,80,579 2.90 2.25 35,87,870

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

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

SHARE HOLDING PATTERN Equity Share Holding Pattern as on 31st March 2011 Category of Shareholders A. Shareholding of Promoter and Promoter Group 1. Promoters - Indian Promoters - Foreign Promoters Sub Total (A) B. Public Shareholding 2. Institutions FIIs/Financial Institutions/Banks 3. Non Institution - Private Corporate Bodies - Indian Public - NRIs (Repat) - Overseas Corporate Bodies - Clearing Members - Employees Sub Total (B) Grand Total (A+B+C) No. of shares held

ANNEXURE B % to Total

19,92,07,300 0 19,92,07,300

31.69% 0 31.69%

3,25,05,630 13,69,20,152 10,95,58,756 23,83,660 14,75,00,000 3,44,902 1,38,650 42,93,51,750 62,85,59,050

5.17% 21.78% 17.43% 0.38% 23.47% 0.05% 0.02% 68.31% 100%

28

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

ANNUAL REPORT 2010-11


Distribution of Shareholdings as on 31st March 2011. Share Holding of Nominal Value of Re. 1/Upto 5000 5001-10000 10001-20000 20001-30000 30001-40000 40001-50000 50001-100000 100001 and Above Total (B) NON MANDATORY REQUIREMENTS 1. Chairman of the Board The Company has an Executive Chairman and hence the requirement pertaining to reimbursement of expenses to 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 Companys financial results are published in English newspaper having a wide circulation all over India and in a Marathi newspaper widely circulated in Mumbai (Maharashtra), the same are not sent to the shareholders of the Company, individually. The Companys Quarterly/ Half Yearly/Annual Audited Results are also posted on to the Companys Website. 4. Audit Qualifications There are no qualifications in the Auditors 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 debt and obligations. Your Company does not see CSR as a charity; not even as a responsibility, but as an opportunity to change and your companys activities are determined by the concept of Changing Lives. Your company is constantly endeavored to improve the quality of life of the communities and to bridge the gaps in society and help transform communities around the workplace. We believe that: The brands that will be big in the future will be those that tap into the social changes that are taking place.
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.

No. of shareholders 18,051 1,644 726 318 127 138 183 185 21,372

% of shareholders 84.46 7.69 3.40 1.49 0.59 0.65 0.86 0.87 100

No. of shares 2,63,03,514 1,37,97,181 1,13,18,111 82,18,441 45,48,086 65,13,927 1,34,41,200 54,44,18,590 62,85,59,050

% of shareholding 4.19 2.20 1.80 1.31 0.72 1.03 2.14 86.61 100

29

NISSAN COPPER LIMITED


Prevention of Insider Trading Practices: In compliance with SEBI regulation on prevention of insider trading, the Company has instituted a comprehensive code of conduct for its directors, management and officers. The code lays down guidelines, which advice them on procedures to be followed & disclosures to be made, while dealing with the shares of the Company and cautioning them of the consequences of violations. The code clearly specifies, among other matters, that Directors and specified employees of the Company can trade in shares of the Company only during Trading Window open Period. The Trading Window 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 has encountered several risks such as inflation, high volatility of copper prices, demand/supply dynamics and concerns such as issue of substitution, competitive pricing strategy etc. during the process of its business. While the Company has taken several steps to defy and alleviate these, it has maintained the quality and standard of the products. Now with the Subsidiary, the Company has compliance obligations with diverse rules and regulations. In the current scenario any unforeseen changes whilst the major concern being the political unrest in the Middle East and North Africa can expose the Companys business. To limit such exposures, the Subsidiary Company operates primarily in a country where investment, business, legal framework etc. are in place. For any new investments, country risk evaluations are conducted as part of investment assessment. The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures, periodical review and seeks to minimise any adverse consequences through appropriate sales contracting strategies and tighter procurement and working capital management. The Company has adequate system of Internal Control to ensure reliability of financial and operational information and compliance with statutory / regulatory compliances. The validation of adequacy of internal process is done by the Internal Audit Department and reviewed by the Statutory Auditors. Chief Executive officer(CEO)/ Chief Financial Officer (CFO) Certification is enclosed as Annexure I

The CEO/ CFO Certification of the financial statements for the year is enclosed as Annexure II Secretarial Audit:

A qualified Practicing Company Secretary carried out secretarial audit to reconcile the total admitted Capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and Listed Capital. The Secretarial Audit Report confirms that the total issued / paid up capital is in agreement with the total number of Shares in physical form and the total number of dematerialized shares held with NSDL & CDSL. ANNEXURE I ANNUAL CERTIFICATION BY CHIEF EXECUTIVE OFFICER/MANAGING DIRECTOR PURSUANT TO CLAUSE 49 I D (II) OF THE LISTING AGREEMENT: As the Chief Executive officer/Managing director of Nissan Copper Limited and as required pursuant to Clause 49 I D (ii) of the Listing agreement, I hereby declare and certify that all the Board members and senior management personnel of Nissan Copper Limited have affirmed compliance with the code of conduct adopted by the Company for the year 2010-11. For Nissan Copper Limited sd/Ratanlal S. Mardia Managing director

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

ANNUAL REPORT 2010-11


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 knowledge and belief, certify that: We have viewed the Balance Sheet & Profit & Loss Account (Consolidated & Standalone) and all the schedules and notes 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 or omit to state any material fact necessary to make the statements made, in the light of the circumstances under which such 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 Companys affairs, the financial condition, results of operations and cash flow of the company as of, and for, the periods presented in this report, and are in compliance with existing accounting 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 are fraudulent, illegal or violative of the Companys code of conduct. We accept responsibility for establishing and maintaining internal controls for Financial Reporting and we have evaluated the effectiveness of the Internal Control Systems of the company pertaining to Financial Reporting the same have disclosed to the auditors and the Audit Committee. Deficiencies in the design or operation of such internal controls, if any, of which we are aware have been disclosed to the auditors and the Audit Committee and steps have been 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 notes to the Financial Statements; and c. We are not aware of any instance during the year of significant fraud with involvement therein of the Management or an employee having a significant role in the companys internal control system over Financial Reporting.

sd/Hiresh S. Luhar Chief Financial Officer

sd/Ratanlal S. Mardia Managing Director

Place : Mumbai Date : 28th May 2011

Copper is a great water-proof roofing material.

31

NISSAN COPPER LIMITED

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE


To the Members of Nissan Copper Ltd.

ANNEXURE III

We have examined the compliance of conditions of corporate governance by Nissan Copper Limited for the year ended on 31st March 2011 as stipulated in clause 49 of the Listing Agreement of the said Company with the stock exchanges in India. The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit not an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that Company has complied with the conditions of corporate governance as stipulated in the above mentioned Listing Agreement. As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that the Share Transfer Agent of the Company have maintained records to show the Investors Grievances against the Company and have certified that as on 31st March 2011 there were no investor grievances remaining unattended/pending for more than 30 days. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For R. C. Jain & Associates. Chartered Accountants FRN No. : - 103952W sd/R. C. Jain Partner Place : Mumbai Date : 28th May 2011

32

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

ANNUAL REPORT 2010-11

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 statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examination on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors Report) order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, and on the basis of such checks of the books and records as we considered appropriate and according to the information and explanations given to us in the course of our audit, we give in the Annexure hereto a statement on the matters specified in paragraphs 4 & 5 of the said order. 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 Income Tax Authorities in connection with Search conducted on 17.01.2009, order of which was passed on 31.12.2010. A demand of Rs. 34.83 crores has been raised against the company by the Assessing Officer of Income Tax Department. The company has filed an appeal before the CIT (A) and the same has not been yet scheduled for hearing. The Management considers that the appeal matter would be pronounced in the favour of the company and 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 the Honble High Court u/s. 260A on 26.04.2010 for the AY 2005-06 in relation to deduction allowed under section 80IB, the outcome of which is still pending. The Honble Income Tax Appellate Tribunal, Ahemdabad pronounced the order for the above said case in the Companys favour. So the Management considers the Honble High Court would 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 were necessary 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 appears from our examination of those books. c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account. d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with 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 record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2011 from being appointed 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 and some of the Sundry Debtors remain as per book balance the impact of which can not be quantified at this stage. 33

2.

3.

4.

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

NISSAN COPPER LIMITED


(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 be ascertained 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 and according to the explanations given to us, the said Financial Statements read together with the Significant Accounting Policies and other notes thereon give the information required by the Companies Act, 1956, in the manner so required and 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 & ASSOCIATES Chartered Accountants FRN No. 103952W sd/R. C. Jain Partner Place : Mumbai Date : 28th May 2011

34

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

ANNUAL REPORT 2010-11

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 on 31st March, 2011) 1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. (b) The fixed assets of the company have been physically verified in a phase wise manner during the year by the management and no material discrepancies between the book records and the physical inventory have been noticed. (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 the year. (b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonable and 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 inventories and 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 under section 301 of the Companies Act, 1956. The Maximum amount involved during the year and the year-end balance of 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, are not 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 foreign subsidiary 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 Companies Act, 1956. The Maximum amount involved during the year and the year-end balance of such Loan aggregates to Rs. 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, are not 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 control procedures commensurate with the size of the Company and nature of its business with regard to the purchase of inventory and fixed assets, and with regard to the sale of goods. Further, on the explanation given to us, we have neither come across nor have been informed of any continuing failure to correct major weakness in the aforesaid internal control system. (a) In our opinion, the transactions that need to be entered in the Register maintained under Section 301 of the Act have been so entered. (b) In our opinion, the aforesaid transactions have been made at prices which are reasonable having regard to the prevailing market prices. 6. In our opinion and according to the information and explanations made available to us by the management, the company has not accepted any deposit from public within the meaning of Section 58A and 58AA or any other relevant provision of the Companies Act, 1956 and the rules framed there under. 35

5.

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

NISSAN COPPER LIMITED


7. 8. In our opinion, the company has internal audit system commensurate with the size of the company and nature of its business. The Central Government has prescribed maintenance of the cost records under section 209(1) (d) of the Companies Act, 1956, in respect to the companys products. As per the information and explanation provided to us, we are of the opinion that prima facie, the prescribed records have been made and maintained. We have however not made a detailed examination of the record with a view to determine whether they are accurate or complete. In respect of statutory dues: (a) According to the information and explanations given to us, the company has been generally regular in depositing undisputed statutory dues payable in respect of Provident Fund, Workman Compensation Fund, Income Tax, Sales Tax, Wealth Tax, Customs Duty, Excise Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities during the year. According to the information and explanations given to us, there are no dues relating to income tax, sale tax,wealth tax, custom duty, excise duty and cess as at 31st March, 2011 outstanding for a period of more than six months from the date they become payable. (b) According to the information and explanations given to us, details of dues of Income Tax amounting to Rs 2503.30 lakhs & Excise Duty amounting to Rs. 859.04 lakhs (Refer Note No. 7 of Schedule P forming part of financial statements for details) net of deposits made have not been deposited on account of disputes pending at various forums. 10. 11. 12. The company has no accumulated losses as at 31st March, 2011 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the balance sheet date. According to the information and explanations given to us and based on the documents and records produced to us, the company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. In our opinion, the Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/Society. Therefore, the provisions of clause 4 (xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not applicable to the Company. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in shares, securities, debentures and other investments. In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Based on the information and explanation given to us, term loan was applied for the purpose for which the loan was obtained. According to the information and explanations given to us and on an overall examination of the Balance Sheet and Cash Flow Statement of the Company, we report that no funds raised on short term basis have been used for long term investment. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956 during the year. However preferential equity warrant were issued 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 of subscribers in the current financial year. According to the information and explanations given to us, and the records examined by us, the company has not issued any debentures during the year.
Copper cathode is used as a starting material for Copper rods.

9.

13. 14. 15. 16. 17.

18.

19.

36

ANNUAL REPORT 2010-11


20. The Company has issued shares against GDRs amounting to Rs 100 crores during the current financial year, the purpose 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. Based upon the audit procedures performed for the purpose of reporting the true and fair view of the Financial Statements and as per the information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit, nor have we been informed of such case by the management. For R.C. JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/R. C. Jain Partner Place : Mumbai Date : 28th May 2011

21.

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

37

NISSAN COPPER LIMITED

BALANCE SHEET AS AT 31ST MARCH, 2011


SOURCES OF FUNDS Shareholder's Funds Share Capital Reserves & Surplus Equity warrant Application Money Loan Funds Secured Loans Unsecured Loans Deferred Tax Liability Total APPLICATION OF FUNDS Fixed Assets Gross Block Less: Depreciation Net Block Capital Work in Progress Investments Current Assets, Loans & Advances Inventories Sundry Debtors Cash & Bank Balances Loans & Advances F G 508,256,642 1,133,007,216 287,684,010 1,299,170,789 3,228,118,657 Less: Current Liabilities & Provisions Liabilities Provisions H 734,690,714 138,089,771 872,780,485 Net Current Assets Miscellaneous Expenditure (To the extent not written off or adjusted) Preliminary Expenses Total 2,355,338,172 431,092,823 72,308,367 503,401,189 1,159,867,619 407,988,414 597,866,426 57,169,270 600,244,699 1,663,268,808 C D 1,491,599,031 24,677,136 Schedules A B 31ST MARCH, 2011 Rupees Rupees 628,559,050 1,412,877,085 31ST MARCH, 2010 Rupees Rupees 289,769,050 538,335,913

2,041,436,135

828,104,963 43,939,000

1,516,276,167 1,234,887 3,558,947,188

811,414,423 16,455,979

827,870,402 931,735 1,700,846,100

E 698,011,714 214,494,922 483,516,792 555,394,805 405,872,726 170,310,052 235,562,674 290,203,116

1,038,911,597 2,284,221

525,765,790 2,500,000

162,413,198 3,558,947,188

12,712,691 1,700,846,100

Significant Accounting Policies & Notes forming part of the Accounts P Schedules referred to above and notes attached thereto form an integral part of the Balance Sheet. As per our Report of even date For R.C. JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/R.C. Jain Partner Place : Mumbai Date: 28th May, 2011 For and on behalf of the Board sd/sd/Sanjay S. Mardia Ratanlal S. Mardia Chairman Managing Director

sd/Payal Garg Company Secretary

sd/Hiresh S. Luhar Chief Financial Officer

38

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

ANNUAL REPORT 2010-11

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011
Schedule Income Sales & Services Other Income Increase/(Decrease) in Stock Total Expenditure Materials & Manufacturing Expenses Personnel Expenses Sales & Distribution Expenses Administration Expenses Interest & Finance Charges Excise Duty Depreciation Total Profit before taxation Less : Provision for taxation Deferred taxes Income Tax Profit after tax Balance Brought forward from last year Amount available for appropriations Appropriations General Reserve Proposed Dividend on Equity Shares Corporate Tax on Proposed Dividend Surplus carried to Balance Sheet Total Significant Accounting Policies & Notes forming part of the Accounts Earning per Share - Basic & Diluted (Rs.) P 0.23 0.60 50,000,000 31,427,953 5,219,869 169,261,536 255,909,358 40,000,000 14,488,453 2,462,313 130,483,608 187,434,373 K L M N O 2,437,816,549 38,528,646 4,305,394 70,701,935 117,046,344 141,618,568 47,087,034 2,857,104,470 171,813,250 303,152 46,084,348 125,425,750 130,483,608 255,909,358 1,657,579,765 28,889,449 3,315,939 23,608,896 80,347,676 93,181,384 40,691,567 1,927,614,676 120,859,606 (1,397,475) 30,990,599 91,266,482 96,167,891 187,434,373 31ST MARCH, 2011 Rupees 2,990,590,805 47,508,087 (9,181,172) 3,028,917,720 31ST MARCH, 2010 Rupees 1,887,959,121 11,135,853 149,379,307 2,048,474,281

I J

Your Company has subdivided its equity share of the face value of Rs. 10/- (Rupees Ten) each into Ten equity shares of the face value Re. 1/- (Rupee One) each. The face value of Paid up share Capital for the corresponding previous year ending 31st March 2010, is also considered at Re.1/- per share for the purpose of comparison of EPS. Schedules referred to above and notes attached thereto form an integral part of the Profit & Loss Account As per our Report of even date For R.C. JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/R.C. Jain Partner Place : Mumbai Date: 28th May, 2011 For and on behalf of the Board sd/sd/Sanjay S. Mardia Ratanlal S. Mardia Chairman Managing Director

sd/Payal Garg Company Secretary

sd/Hiresh S. Luhar Chief Financial Officer

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

39

NISSAN COPPER LIMITED


SCHEDULES FORMING PART OF THE ACCOUNTS
SCHEDULE 'A' - SHARE CAPITAL Authorised 70,00,00,000 (Previous year - 60,00,00,000) Equity Shares of Re. 1/- each Issued, Subscribed & Paid-up 62,85,59,050 (Previous year - 28,97,69,05 of Rs.10/- each) Equity Shares of Re. 1/- each fully paid up SCHEDULE ' B ' - RESERVES & SURPLUS General Reserve As per last Balance Sheet Add : Transfer from Profit & Loss a/c Add: Foreign Currency Translation Reserve Capital Reserve Securities Premium Account As per last Balance Sheet Add : Share warrant Premium Profit & Loss Account TOTAL SCHEDULE ' C ' - SECURED LOANS Term Loan from Bank (Refer note 1&3 below) Term Loan (Rupees) Working Capital Borrowings from Bank (Refer note 2 & 3 below) Cash Credit Limits Corporate Loan Bill Discounting Car Loan (Refer note 4 below) TOTAL SCHEDULE ' D ' - UNSECURED LOANS Unsecured Loans From Director From Corporate / Bank TOTAL 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. 31ST MARCH, 2011 Rupees Rupees 31ST MARCH, 2010 Rupees Rupees

700,000,000

600,000,000

628,559,050

289,769,050

139,052,060 50,000,000 247,243

189,299,303

99,052,060 40,000,000

139,052,060

268,800,245 785,516,000

1,054,316,245 169,261,536 1,412,877,085

211,116,245 57,684,000

268,800,245 130,483,608 538,335,913

663,154,674

333,503,295

539,733,969 35,639,657 250,145,471

825,519,097 2,925,261

238,929,674 72,298,646 164,851,436

476,079,756 1,831,372

1,491,599,031

811,414,423

24,677,136 24,677,136

16,455,979 16,455,979

40

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

ANNUAL REPORT 2010-11


SCHEDULES FORMING PART OF THE ACCOUNTS (Contd.)
SCHEDULE ' E ' - FIXED ASSETS
Description of Assets Sr. No. 1 2 3 4 5 6 7 8 9 10 11 As on 01.04.2010 275,456 18,506,614 38,770,362 263,777,109 29,928,912 31,361,031 1,690,375 5,432,232 2,046,445 1,248,435 12,835,755 405,872,726 290,203,116 696,075,842 398,853,012 9,720,048 408,573,060 Gross Block Addi-tion 28,255,201 172,948,929 57,291,059 33,943,799 330,949 35,659 749,803 563,125 2,670,604 296,789,128 556,629,708 853,418,836 8,293,248 280,189,988 288,483,236 Depreciation Deduc-tions 2,877,443 24,722 2,902,164 2,902,164 1,063,214 1,063,214 Upto AS ON 31.03.11 31.03.11 275,456 46,761,815 25,518,209 186,201,083 137,355,692 179,111,644 14,758,174 49,114,537 22,796,921 8,564,110 1,091,349 929,975 2,282,646 3,185,245 1,824,849 971,399 564,627 1,246,933 8,302,457 7,154,594 214,494,922 483,516,792 555,394,805 214,494,922 1,038,911,597 170,310,052 235,562,674 289,910,036 170,310,052 525,472,710 Net Block As on 31.03.2010 275,456 18,506,614 22,300,293 149,793,703 19,788,520 12,234,443 765,343 3,660,849 718,722 840,507 6,678,225 235,562,674 290,203,116 525,765,790 268,171,313 9,720,048 277,891,361

Leasehold Land Freehold Land Factory Buildings/Sheds Plant & Machinery Electrical Installation Dies & Tools Furniture & Fixture Laboratory Equipments Computers, Printers Office Equipments Vehicles TOTAL Add: Capital Work in Progress TOTAL Previous Year Add: Capital Work in Progress TOTAL

DeducUpto As on For The -tions 31.03.11 31.03.2010 Year 275,456 46,761,815 211,719,291 16,470,069 9,048,139 4,600,832 316,467,336 113,983,406 26,249,728 63,872,711 10,140,392 4,617,782 31,361,031 19,126,588 3,670,333 2,021,324 925,032 166,317 5,467,891 1,771,383 511,262 2,796,248 1,327,723 497,125 1,811,560 407,928 156,699 49,308 15,457,051 6,157,530 2,169,648 4,650,140 698,011,714 170,310,052 47,087,035 291,438,019 555,394,805 296,088,159 1,253,406,519 170,310,052 47,087,035 1,273,534 405,872,726 130,681,699 40,691,567 289,910,036 1,273,534 695,782,762 130,681,699 40,691,567

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

31ST MARCH, 2011 Rupees Rupees SCHEDULE ' F ' - INVESTMENTS Long Term, other than trade (At Cost) Quoted Investment in wholly Owned Subsidary (Previous Year -2,500,00 Units of UTI Infrastructure Advantage Fund of Rs. 10/- each) TOTAL SCHEDULE ' G ' - CURRENT ASSETS, LOANS AND ADVANCES INVENTORIES (As valued and certified by the management) Raw Materials Work In Process Finished Goods Consumables SUNDRY DEBTORS (Unsecured, Considered Good unless otherwise stated) Over Six Months Others CASH & BANK BALANCES Cash on hand Balance with Scheduled Banks : In Current Accounts In Fixed Deposit Account (Fixed Deposit receipts of Rs.47,513,049.29/- (Previous Year Rs. 2,95,02,259/-) deposited with the Bankers towards margin against guarantees/letter of credit facilities to the company)

31ST MARCH, 2010 Rupees Rupees

2,284,221 2,284,221

2,500,000 2,500,000

255,087,796 184,599,107 64,595,736 3,974,004

508,256,642

149,612,399 98,536,858 159,839,157

407,988,414

141,344,239 991,662,977 941,434 239,229,527 47,513,049

1,133,007,216

66,490,202 531,376,224 1,691,027 25,975,984 29,502,259

597,866,426

287,684,010

57,169,270

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

41

NISSAN COPPER LIMITED


SCHEDULES FORMING PART OF THE ACCOUNTS (CONTD.) 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 Loans given to wholly owned Subsidary 770,168,348 Advance paid for ACR Copper Tube Project 77,179,684 Tax paid in advance incl. Tax deducted at source 116,702,357 Deposits 24,944,955 Balance with Excise/Custom Authorities 9,194,594 TOTAL SCHEDULE ' H ' - CURRENT LIABILITIES AND PROVISIONS CURRENT LIABILITIES Acceptances Sundry Creditors Advances Received from Customers Other Liabilities PROVISIONS Proposed Dividend on Equity Shares Corporate Tax on Proposed Dividend Provision for Taxation TOTAL 31,427,953 5,219,869 101,441,949 14,488,453 2,462,313 55,357,601 231,629,738 282,542,288 48,672,993 5,897,051 31,502,629 31ST MARCH, 2011 Rupees Rupees 31ST MARCH, 2010 Rupees Rupees

1,299,170,789 3,228,118,657

600,244,699 1,663,268,808

248,440,310 415,374,647 52,118,066 18,757,691

734,690,714

78,261,479 336,160,332 5,762,109 10,908,903

431,092,823

138,089,771 872,780,485

72,308,367 503,401,189

SCHEDULE ' I ' - OTHER INCOME Interest Income Rebate & Discounts Miscellaneous Income Profit on trading in future Loss on trading in MCX Profit on Sale of Assets Exchange Rate Fluctuation (Net) SCHEDULE ' J ' - INCREASE / (DECREASE) IN STOCK Stock at close: Work in Process Finished Goods Less: Stock at commencement: Work in Process Finished Goods

44,947,826 68,692 15,136 803,015 (41,705) 787,124 928,000 47,508,087

8,880,645 26,930 139,680 2,088,598 11,135,853

184,599,107 64,595,736 98,536,858 159,839,157

249,194,842

98,536,858 159,839,157 55,427,730 53,568,977

258,376,014

258,376,014 (9,181,172)

108,996,707 149,379,307

SCHEDULE ' K ' - MATERIALS & MANUFACTURING EXPENSES Cost of Materials Consumed/Sold Opening Stock Add : Purchases Less : Closing Stock 149,612,399 2,500,898,245 2,650,510,644 255,087,796 23,95,422,848 142,627,799 1,623,969,745 1,766,597,544 149,612,399 1,616,985,145

42

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

ANNUAL REPORT 2010-11


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

Manufacturing Expenses Processing Charges Power & Fuel Other Manufacturing Expenses Repairs & Maintenance - Plant & Machinery - Building - Others Freight, Clearing and Handling Expenses TOTAL SCHEDULE ' L ' - PERSONNEL EXPENSES Salaries, Wages, Bonus & Allowances Contribution to Provident & other Funds Workmen & Staff Welfare Expenses TOTAL SCHEDULE ' M ' - SALES & DISTRIBUTION EXPENSES Brokerage, Commission & Discounts Sales Promotion Expenses Advertising & Publicity Expenses Freight outward & Forwarding Charges TOTAL

1,488,227 18,287,470 15,519,034 2,550,149 573,134 3,975,687

4,920,303 19,633,480 8,212,283 3,272,065 111,083 771,284 3,674,122

42,393,701 2,437,816,549 34,797,985 2,160,806 1,569,855 38,528,646 383,421 2,254,533 322,858 1,344,582 4,305,394

40,594,620 1,657,579,765 27,552,337 654,994 682,118 28,889,449 764,938 2,219,022 241,828 90,151 3,315,939

SCHEDULE ' N ' - ADMINISTRATION EXPENSES Legal & Professional Fees Insurance Charges Auditors Remuneration Travelling & Conveyance Expenses Vehicle Maintenance Expenses Rent Rates and Taxes Postage & Telephone Expenses Printing & Stationery Other Expenses Forward Contract Cancellation (Profit/Loss) Loss on Trading in MCX & Future Preliminary Expenses Written off TOTAL SCHEDULE ' O ' - INTEREST & FINANCE CHARGES Interest - Term Loan - Others Bank Charges & Commission TOTAL 24,317,744 2,224,997 882,400 3,937,726 2,947,009 9,156,934 11,432,005 1,814,765 806,320 7,098,112 352,342 5,731,580 70,701,935 3,660,660 2,752,784 700,000 608,384 2,918,693 229,817 2,875,780 1,617,851 848,255 4,863,005 406,746 2,126,921 23,608,896

293,983 91,938,118

92,232,101 24,814,243 117,046,344

2,380,531 63,083,459

65,463,990 14,883,686 80,347,676

Copper does not react with water.

43

NISSAN COPPER LIMITED


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 Principles in India, Accounting Standards issued by the Institute of Chartered Accountants of India and the relevant provisions of 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 expenditure on 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. Realised gains and losses on foreign exchange transactions during the year are recognised in the Profit and Loss account. Exchange differences in respect of foreign currency loans/liabilities relating to Fixed Assets are accounted in the Profit and Loss Account. Foreign currency current assets and current liabilities are translated at year end rates. In circumstances, where the year end rate is not stable / highly volatile, monetary items shall be reported based on the subsequent actual realisation rate. Resulting gains / losses are recognised in the profit and loss account. However resulting gains / losses relating to 100 % subsidiary (considered as Non Integral Foreign Operation) are accumulated in Foreign Exchange Translation Reserve. Non monetary items such as Investments / Fixed Assets, denominated in foreign currency are stated at exchange rate prevailing on the date of transaction. In respect of forward foreign exchange contracts, realized gain or loss on cancellation of forward contracts is recognized 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 relation to 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 Fixed Assets, 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 capital expenditure as well as all indirect expenditure incidental to construction is capitalized allocating to various items of fixed assets on an appropriate basis. Expansion programme involving construction concurrently run with normal production activities in an existing unit, all direct capital expenditure in relation to such expansion are capitalized but 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 provided for 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 Schedule XIV 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.

44

Copper is found in the mineral form.

ANNUAL REPORT 2010-11


6. Investments Long Term Investments are stated at cost. During the year company has invested in NC Middle east FZE which is its 100 % subsidiary situated in UAE. 7. Inventories a. 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 wages a. Companys 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 Expenditure as 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 one or 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, by weighted average number of equity shares outstanding during the year. Diluted earning per share is computed using 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 requires an outflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that probably will not require an 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 additional evidences to assist the estimation of accounts relating to conditions existing at the Balance Sheet date.

Sulfides like chalcopyrite and chalcosite are important sources of Copper.

45

NISSAN COPPER LIMITED


B. NOTES TO ACCOUNTS 1. During the Financial Year 2010-11, Company issued GDRs of Rs.100 crores & listed the same at the Luxembourg Stock Exchange. The company allotted 2,50,00,000 shares of Rs 10 per share at a premium of Rs 30 per share against GDR. Company has allotted 8,87,90,000 Equity Shares on conversion of Equity Warrants. The face Value of the shares has been subdivided from Rs.10/- each to Re.1/- each. 2. The outstanding balances of Sundry Debtors, Sundry Creditors, Deposits, Loans and Advances are subject to confirmation. 3. Foreign Currency Transaction 2010-11 (A) C.I.F. Value of Exports (B) C.I.F. Value of Imports (C) Foreign Travelling Expenses (D) Import of Machinery (E) GDR Expenses (F) Remittance to NC Middle East FZE(Loans & Advances) (G) Interest receivable on Loan to N C Middle East FZE (H) Investment in N C Middle East FZE (Wholly owned subsidiary) 4. Auditors remuneration 2010-11 Audit Fees Tax Audit Fees Total 6.06 2.76 8.82 139.22 2,066.72 24.14 2,626.64 357.90 7,728.61 61.61 22.84 (Rs. in Lacs) 2009-2010 3.98 937.59 20.49 (Rs. in Lacs) 2009-2010 3.00 4.00 7.00

Note: Fees for certification & other services provided by the auditor of Rs. 9.02 lacs are included in Legal & Professional Fees under Schedule N. The above mentioned Audit Fees includes Rs 0.55 lacs relating to Internal Audit Fees. 5. Remuneration to directors 2010-11 Salary & Allowances Commission Total 144.00 144.00 (Rs. in Lacs) 2009-2010 54.00 54.00 108.00

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

46

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

ANNUAL REPORT 2010-11


7. Contingent Liabilities (Rs. in Lacs) Bank Guarantees (net of margin) Excise Duty F.Y. 2004-05 (Refer note no. 16). Excise Duty F.Y 2006-07 Income Tax Appeal AY 04-05 AY 05-06 AY 06-07 AY 07-08 AY 08-09 AY 09-10 Total Statutory Disputed Dues Total Contingent Liabilities 8. Installed Capacity, Production, Purchase & Sales & Stocks (i) Installed Capacity, Production, Purchases, Sales Class of Goods Installed Capacity 2010-11
M.T

2010-11 1,459.92 859.04 6.56 311.58 1,302.75 387.8 432.55 62.06 3,362.34 4,822.26

2009-2010 306.72 104.69 859.04 -

963.73 1,270.45

Actual Production 2010-11


M.T

Trade Purchases 2010-11


M.T

Sales 2010-11
M.T

2009-10
M.T

2009-10
M.T

2009-10
M.T

2009-10
M.T

Copper Pipes Copper Mother Tube / Flats / Rod/ Wire Bars/ Sections Copper Ingots / Billet Bars Other Products

15,000 5,400

3,000 1,928.575 2,451.063 2,174.542 1,680.506 5,400 2,278.007 3,034.93 59.664 3.479

3,739.483 3,576.642 402.322 584.075

10,800 -

10,800 3,525.303 3,693.729 87.768

515.657

1,314.892 1,933.283

592.664 600.224

112.689 1,840.222

NOTES: (a) Installed Capacity includes 12,000 MT, installed capacity of New Plant -ACR Copper Tube, which was started on a trail run basis during the current financial year. (b) Actual production includes production used for captive consumption and job work for customers. (c) Sale includes traded sale also. (ii) Stocks Class of Goods Copper Pipes Copper Mother Tube / Flats / Rod / Strips / Wire Bars/ Sections Copper Ingots / Billet Bars Other Products (Figures in the bracket relates to previous year)
Copper is critical for proper fetal development.

Opening Stock
M.T.

Closing Stock
M.T.

Rs. in lacs

Rs. in lacs

257.724 (112.786) -(--) 89.880 (23.745) 25.313 (5.702)

1,127.32 (427.46) -(--) 392.29 (85.72) 78.79 (20.53)

97.791 512.58 (257.724) (1,127.32) --(--) (--) 22.284 133.38 (89.88) (392.29) --(25.313) (78.79)

47

NISSAN COPPER LIMITED


(iii) Consumption of Raw Material and Traded Material 2010-11 2009-10 Rs. in lacs % Rs. in lacs % 21,726.06 90.70 15,393.71 95.20 2,228.17 9.30 776.14 4.80 23,954.23 100.00 16,169.85 100.00

Indigenous Imported Total

9. Segment Information (a) The Company deals in Copper Products and is treated as the only segment. (b) Secondary Segment Geographical by Sale Rs. in Lacs) Segment Revenue In India Outside India Total 10.Related Party Information (i) Relationship (a) Individuals Controlling the Enterprise and Key Management Personnel 1. 2. 3. 4. 5. 6. Mr. Sanjay S. Mardia Mr. Ratanlal S. Mardia Mr. Atul S. Mardia Mr. Praveen Kumar H. Shah Mr. Shailesh H. Shah Mr. Nitin Mehta Chairman Managing Director Director Director Director Director 2010-11 2009-10 29,766.69 18,875.61 139.22 3.98 29,905.91 18,879.59

(b) Relatives of Key Management Personnel Mr. Shantilal Mardia Father of Chairman Mrs. Bela S. Mardia Wife of Chairman Mrs. Sunita R. Mardia Wife of Managing Director (c) Enterprises in which key management personnel & their relatives are interested. Danial Investment Private Limited NC Middle East FZE Note: Related party relationship on the basis of the requirements of Accounting Standard 18 (AS-18) as in 1(a), 1(b) & 1(c) above is pointed out and relied upon by the auditors. (ii) Transaction with related parties (Rs. in lacs) Nature of Transaction 2010-11 2009-10 Referred in (i) (a &b) Referred in (i) (c) Referred in (i) (a &b) Referred in (i) (c) Income : Interest 69.14 0.80 Expenses : Remuneration 144.00 108.00 Interest 10.20 0.26 Advertisement Finance & Investment: Loan & Advances Recd. 45.33 1,156.50 7.84 58.82 Loan & Advances Paid 45.33 8,887.51 8.10 58.02 Outstandings : Payable Receivable 7,701.68 Note: The amount of Rs. 7,701.68 shown as outstanding receivable is after adjusting foreign exchange translation reserve of Rs. 88.54

48

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

ANNUAL REPORT 2010-11


11. Disclosure as required by Accounting Standard 19, Leases, issued by the Institute of Chartered Accountants of India are given below: (i) (ii) 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. 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. 24,569,325/2010-11 12,54,25,750 54,00,20,584.25 1.00 0.23 0.23 2009-10 9,12,66,482 1,51,88,0580 1.00 0.60 0.60

12.

Computation of Earning per share (Basic & Diluted) Profit after taxation Weighted average number of Share Outstanding Nominal Value per Share Earning per Share Basic - Diluted

During the year, company has subdivided its equity share of the face value of Rs. 10/- (Rupees Ten) each into ten equity shares of the face value Re. 1/- (Rupee One) each. The Face value of Paid up share Capital for the corresponding previous year ending 31st March 2010 is also considered at Re.1/- per share for the purpose of comparison of EPS. 13. Deferred Tax The break up of net deferred tax asset and liability into major components at the year end is as below: Particulars Liabilities 2010-11 Depreciation Expenses Total Net Deferred Tax Liability 14. 12,34,886.73 12,34,886.73 12,34,886.73 2009-10 9,31,735 9,31,735 9,31,735 Assets 2010-11 2009-10

Legal & Professional fees (Finance) (Refer Schedule N forming part of financial statements) has been increased as compared to last year, as the same has been paid as advisory fees in connection to raising funds for the new project ACR Copper Tube. Sales & Services include Rs. 14,211.10 Lacs (Previous Year - Rs. 6,832.62 Lacs) for traded goods. Balances with Excise / Customs Authorities included Excise duty paid under dispute of Rs. 1,04,68,908/- which is now transferred to expenses since the credit for the same was not received. A search & seizure action u/s. 132(1) was carried out on 17.01.2009. Due to this A.Y. 03-04 to A.Y. 09-10 were covered under Block assessments. Assessments for the respective years were completed and assessment order for the same was received on 31.12.2010. Total Demand raised was of Rs.348,227,165/- which was further reduced to Rs. 280,335,020/- after rectification of the assessment orders u/s 154 of Income Tax Act, 1961. Out of the total demand company has paid Rs. 3 crores. The company has filed an appeal with the CIT (A) for the demand raised for AY 200405 to AY 2009-10 as the company do not agree to the disallowances made in the respective years. So the whole amount raised as demand remains disputed. ACIT, CC- 20 has filed an appeal before the Honble High Court u/s. 260A on 26.04.2010 for the AY 2005-06 in relation to deduction allowed under section 80IB. The outcome of which is still pending. The Honble Income Tax Appellate Tribunal, Ahemadabad pronounced the order for the above said case in the Companys favour. The same matter is also disallowed in the Block Assessment order and thus has not been considered separately as it is shown in Contingent Liability in Point No. 7 of Notes to Accounts.

15. 16. 17.

18.

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

49

NISSAN COPPER LIMITED


19. 20. All the amounts are stated in Indian Rupees, unless otherwise stated. Previous years figures are regrouped and rearranged wherever necessary.

As per our Report of even date For R.C. JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/R.C. Jain Partner Place : Mumbai Date: 28th May, 2011

For and on behalf of the Board sd/sd/Sanjay S. Mardia Ratanlal S. Mardia Chairman Managing Director

sd/Payal Garg Company Secretary

sd/Hiresh S. Luhar Chief Financial Officer

50

Copper can act as a catalyst.

ANNUAL REPORT 2010-11


CASH FLOW STATEMENT FOR THE YEAR ENDED, 31ST MARCH,2011
Particulars A. CASH FLOW FROM OPERATING ACTIVITIES : Net profit/Loss before Tax & Extraordinary items Adjustments for : Depreciation Interest paid Interest Received Profit/Loss on sale of Assets Loss on Redemption of Mutual fund Profit on trading in future Loss on trading in MCX Exchange rate fluctuation Loss on Forward contract Cancellation Preliminary Expenses W/off Operating Profit before working capital changes Adjustments for : Trade and Other Receivables Inventories Trade Payable & Other Liabilities Cash generated Before Exceptional Items Exceptional items Cash generated from operating activities Income Tax Paid Net Cash generated from operating activities B. CASH FLOW FROM INVESTING ACTIVITIES : Sale of Fixed Assets Purchase of Fixed Assets/Capital Expenditure Loan to wholly owned subsidiary Foreign Currency Translation reserve Redemption of Mutual Funds Investment in wholly owned subsidiary Interest received Share Issue / GDR Expenses Net cash used in investing activities C. CASH FLOW FROM FINANCING ACTIVITIES : Interest Paid Equity Warrant Money / GDR Long term borrowings Loss on forward contract cancellation Dividend Paid Corporate tax on dividend Net cash from financing activities (C) (92,232,101) 1,080,367,000 330,745,267 (352,342) (14,488,453) (2,462,313) 1,301,577,058 (65,463,990) 245,833,000 304,792,910 (7,277,953) (1,236,888) 476,647,079 (B) 2,535,099 (561,980,817) (770,168,348) 247,243 2,296,744 (2,284,221) 44,947,826 (155,432,087) (1,439,838,561) 350,000 (288,776,316) 8,880,645 (3,022,000) (282,567,671) (A) 171,813,250 47,087,034 92,232,101 (44,947,826) (787,124) 203,256 (803,015) 41,705 (928,000) 352,342 5,731,580 40,691,567 65,463,990 (8,880,645) (139,680) 2,126,921 120,859,606 31ST MARCH, 2011 Rupees Rupees 31ST MARCH, 2010 Rupees Rupees

98,182,054 269,995,304

99,262,153 220,121,759

(397,297,912) (100,268,229) 662,186,389

164,620,248 434,615,552 434,615,552 (65,839,310) 368,776,242

(477,283,899) (156,363,908) 269,997,874

(363,649,933) (143,528,174) (143,528,174) (20,167,758) (163,695,932)

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

51

NISSAN COPPER LIMITED


CASH FLOW STATEMENT FOR THE YEAR ENDED, 31ST MARCH,2011 (contd)
Net increase/(decrease) in cash and cash equivalents (A+B+C) Opening Balance of cash and cash equivalents Closing Balance of cash and cash equivalents 230,514,740 57,169,270 287,684,010 30,383,477 26,785,793 57,169,270

230,514,740 30,383,477 Notes: 1. The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard - 3 on Cash Flow Statement issued by ICAI 2. Profit on trading in futures and Loss on trading in MCX has been adjusted with Trade and other Receivables. 3. Exchange Rate Fluctuation has been adjusted with Trade payables and other liabilities. 4. Previous period's figures have been regrouped and rearranged wherever necessary to confirm to the current year's classification. 5. Figures in the brackets represents outflows.

For and on behalf of the Board sd/Ratanlal S. Mardia Managing Director sd/Sanjay S. Mardia Chairman sd/Payal Garg Company Secretary sd/Hiresh S. Luhar Chief Financial Officer

Place : Mumbai Date : 28th May, 2011

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

For R.C.JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/(R.C. JAIN) Partner Place : Mumbai Date: 28th May, 2011

52

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

ANNUAL REPORT 2010-11

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE


(As required under part IV Schedule VI to the Companies Act, 1956) I. Registration Details Registration No.: 13072 State Code : 04 Balance Sheet Date: 31.03.2011 II. Capital Raised During The Year Public Issue Bonus Issue Right Issue Private Placement III Position of Mobilisation and Deployment of Funds Total Liabilities Total Assets Sources of Funds Paid-up Capital Reserves and Surplus Secured Loans Unsecured Loans Deferred Tax Liability Application of Funds Net Fixed Assets Investments Net Current Assets Misc. Expenditure Accumulated Losses IV Performance of Company Turnover Total Expenditure Profit/Loss Before Tax Profit/Loss After Tax Earning per share in Rs. Dividend V Generic Names of Three Principal Products/Services of Company (As per monetary terms) Product Description - Copper Products Item Code No. - 7411.10 Rupees 250,000,000 88,790,000 3,558,947,188 3,558,947,188 628,559,050 1,412,877,085 1,491,599,031 24,677,136 1,234,887 1,038,911,597 2,284,221 2,355,338,172 162,413,198 2,990,590,805 2,857,104,470 171,813,250 125,425,750 0.23 5%

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

53

NISSAN COPPER LIMITED

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO SUBSIDIARY COMPANIES
1 2 3 4 Name of the Subsidiary Company Date on which it became subsidiary Financial Year of the subsidiary ended on Shares of the subsidiary held by Nissan Copper Ltd on the above dates i) Number & Face value ii) Extent of holding The net aggregate of profits (losses) of the subsidiary company for the financial year, so far as they concern the members of Nissan copper ltd were: i) Dealt with in the accounts of Nissan Copper Ltd for the year ended 31/03/2011 ii) Not dealt with in the accounts of Nissan Copper Ltd for the year ended 31/03/2011 The net aggregate of profits (losses) of the subsidiary company for the previous financial years, so far as they concern the members of Nissan Copper ltd were: i) Dealt with in the accounts of Nissan Copper Ltd for the year ended 31/03/2011 ii) Not dealt with in the accounts of Nissan Copper Ltd for the year ended 31/03/2011 Note : ** NC Middle East FZE was incorporated in the FY 2010-11 As per our Report of even date For R.C. JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/R.C. Jain Partner Place : Mumbai Date: 28th May, 2011 For and on behalf of the Board sd/sd/Sanjay S. Mardia Ratanlal S. Mardia Chairman Managing Director NC Middle East FZE 8th April, 2010 31.03.2011 1 Equity Share of AED 1,85,000/100%

Nil USD 2,51,234/( Equivalent to Rs.1,12,00,085/-)

Nil** Nil**

sd/Payal Garg Company Secretary

sd/Hiresh S. Luhar Chief Financial Officer

54

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

ANNUAL REPORT 2010-11

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 its subsidiary as at 31st March, 2011, the Consolidated Profit and Loss Account and also the Consolidated Cash Flow Statement for the year then ended. These financial statements are the responsibility of Nissan Copper Limiteds Management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Generally Accepted Auditing Standards in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are prepared, in all material respects, in accordance with an identified financial reporting framework and are free of material misstatements. An audit also includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as well as evaluating the overall financial statements. We believe that our audit provides a reasonable basis for our opinion. We report that the consolidated financial statements have been prepared by the company in accordance with the requirements of Accounting Standard (AS) 21 - Consolidated Financial Statements The Financial Statements of NC Middle East FZE., U.A.E, the wholly owned foreign subsidiary of the Parent Company have been audited by other Auditor whose reports have been furnished to us and our opinion in respect of this subsidiary is based solely on the report of the auditor and the representation of the Company. The audited financial statements of NC Middle East FZE., U.A.E reflects the total assets of Rs. 7,836.43 Lakhs as at 31st March, 2011 and total revenue of Rs. 112.001 Lakhs for the year then ended. On the basis of the information and explanations provided to us and on the consideration of the management representation letter, the audit reports on individual financial statements of Nissan Copper Limited, its aforesaid foreign subsidiary, 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 Copper Limited, 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 of Nissan 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 Copper Limited and its subsidiary for the year then ended. For R.C. JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/R. C. Jain (Partner)

2.

3.

4.

5.

Place: Mumbai Date: 28th May, 2011

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

55

NISSAN COPPER LIMITED CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2011


Schedule SOURCES OF FUNDS Shareholder's Funds Share Capital Reserves & Surplus Loan Funds Secured Loans Unsecured Loans Deferred Tax Liability Total APPLICATION OF FUNDS Fixed Assets Gross Block Less: Depreciation Net Block Capital Work in Progress Current Assets, Loans & Advances Inventories Sundry Debtors Cash & Bank Balances Loans & Advances F 538,998,712 1,454,660,705 289,229,511 958,783,500 3,241,672,428 G 734,770,010 138,089,771 872,859,781 2,368,812,647 E 698,011,714 214,494,922 483,516,792 555,394,805 1,038,911,597 31ST MARCH, 2011 Rupees Rupees

A B C D

628,559,050 1,424,067,338 1,491,599,031 24,677,136

2,052,626,388

1,516,276,167 1,234,887 3,570,137,442

Less: Current Liabilities & Provisions Liabilities Provisions Net Current Assets Miscellaneous Expenditure (To the extent not written off or adjusted) Preliminary Expenses

162,413,198

Total 3,570,137,442 Notes forming part of Accounts O * The subsidiary company NC Middle East FZE was incorporated in the financial year 2010-11. Hence, comparative figures for previous years are not stated Schedules referred to above and notes attached thereto form an integral part of the Balance Sheet. As per our Report of even date For R.C. JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/R.C. Jain Partner Place : Mumbai Date: 28th May, 2011 For and on behalf of the Board sd/sd/Sanjay S. Mardia Ratanlal S. Mardia Chairman Managing Director

sd/Payal Garg Company Secretary

sd/Hiresh S. Luhar Chief Financial Officer

56

About 2% of a Boeing 747-200 jet plane is made from Copper. Included in that weight is 190,000 meters (632,000 feet) of Copper wire.

ANNUAL REPORT 2010-11 CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011
Schedule Income Sales & Services Other Income Increase/(Decrease) in Stock Total Expenditure Materials & Manufacturing Expenses Personnel Expenses Sales & Distribution Expenses Administration Expenses Interest & Finance Charges Excise Duty Depreciation Total Profit before taxation Less : Provision for taxation Deferred taxes Income Tax Profit after tax Balance Brought forward from last year Amount available for appropriations Appropriation General Reserve Proposed Dividend on Equity Shares Corporate Tax on Proposed Dividend Surplus carried to Balance Sheet Total Notes forming part of Accounts Earning per Share - Basic & Diluted (Rs.) * O 0.25 H I 3,313,184,924 41,346,692 21,560,898 3,376,092,514 31ST MARCH, 2011 Rupees

J K L M N

2,772,656,762 38,968,128 4,305,394 71,391,430 117,046,344 141,618,568 47,087,034 3,193,073,659 183,018,855 303,152 46,084,348 136,631,354 130,483,608 267,114,962 50,000,000 31,427,953 5,219,869 180,467,140 267,114,962

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

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

As per our Report of even date For R.C. JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/R.C. Jain Partner Place : Mumbai Date: 28th May, 2011

For and on behalf of the Board sd/sd/Sanjay S. Mardia Ratanlal S. Mardia Chairman Managing Director

sd/Payal Garg Company Secretary

sd/Hiresh S. Luhar Chief Financial Officer

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

57

NISSAN COPPER LIMITED


SCHEDULES FORMING PART OF THE CONSOLIDATED ACCOUNTS
SCHEDULE 'A' - SHARE CAPITAL Authorised 70,00,00,000 (Previous year - 60,00,00,000) Equity Share of Re. 1/- each Issued, Subscribed & Paid-up 62,85,59,050 (Previous year - 28,97,69,05 of Rs.10/- each) Equity Share of Re.1/- each fully paid up SCHEDULE ' B ' - RESERVES & SURPLUS General Reserve As per last Balance Sheet Add : Transfer from Profit & Loss a/c Add: Foreign Currency Translation Reserve Capital Reserve Securities Premium Account As per last Balance Sheet Add : Share warrant Premium Profit & Loss Account TOTAL SCHEDULE ' C ' - SECURED LOANS Term Loan from Bank (Refer note 1&3 below) Term Loan (Rupees) Working Capital Borrowings from Bank (Refer note 2 & 3 below) Cash Credit Limits Corporate Loan Bill Discounting Car Loan (Refer note 4 below) TOTAL SCHEDULE ' D ' - UNSECURED LOANS Unsecured Loans From Director From Corporate / Bank TOTAL 663,154,674 139,052,060 50,000,000 231,893 700,000,000 31ST MARCH, 2011 Rupees Rupees

628,559,050

189,283,953

268,800,245 785,516,000

1,054,316,245 180,467,140 1,424,067,338

539,733,969 35,639,657 250,145,471

825,519,097 2,925,261 1,491,599,031

24,677,136 24,677,136

Notes:1. Secured by Equitable mortgage of lease hold Land at GIDC, Umergaon & Freehold land at Khanvel, U.T., D.N.H. and Building constructed on said plots and Hypothecation of Plant and Machineries. 2. Secured by hypothecation of stock of raw materials , semi-finished goods, finished goods, packing materials, stores, spares, book-debts & other current assets and further secured by way of extention of charge over immovable properties of the Company. 3. Further secured by personal guarantees of three Promotor Directors and personal properties of Director & their relatives. 4. Car Loan is secured by hypothecation of the vehicles financed by the bank.

58

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

ANNUAL REPORT 2010-11 SCHEDULES FORMING PART OF CONSOLIDATED ACCOUNTS (Contd.)


SCHEDULE ' E ' - FIXED ASSETS
Description of Assets Sr. No. 1 2 3 4 5 6 7 8 9 10 11 As on 01.04.2010 275,456 18,506,614 38,770,362 263,777,109 29,928,912 31,361,031 1,690,375 5,432,232 2,046,445 1,248,435 12,835,755 405,872,726 290,203,116 696,075,842 398853012 9720048 408,573,060 Gross Block Addi-tion 28,255,201 172,948,929 57,291,059 33,943,799 330,949 35,659 749,803 563,125 2,670,604 296,789,128 556,629,708 853,418,836 8,293,248 280,189,988 288,483,236 Depreciation Deduc-tions 2,877,443 24,722 2,902,164 2,902,164 1,063,214 1,063,214 Upto AS ON 31.03.11 31.03.11 275,456 46,761,815 25,518,209 186,201,083 137,355,692 179,111,644 14,758,174 49,114,537 22,796,921 8,564,110 1,091,349 929,975 2,282,646 3,185,245 1,824,849 971,399 564,627 1,246,933 8,302,457 7,154,594 214,494,922 483,516,792 555,394,805 214,494,922 1,038,911,597 170,310,052 235,562,674 289,910,036 170,310,052 525,472,710 Net Block As on 31.03.2010 275,456 18,506,614 22,300,293 149,793,703 19,788,520 12,234,443 765,343 3,660,849 718,722 840,507 6,678,225 235,562,674 290,203,116 525,765,790 268,171,313 9,720,048 277,891,361

Leasehold Land Freehold Land Factory Buildings/Sheds Plant & Machinery Electrical Installation Dies & Tools Furniture & Fixture Laboratory Equipments Computers, Printers Office Equipments Vehicles TOTAL Add: Capital Work in Progress TOTAL Previous Year Add: Capital Work in Progress TOTAL

DeducUpto As on For The -tions 31.03.11 31.03.2010 Year 275,456 46,761,815 211,719,291 16,470,069 9,048,139 4,600,832 316,467,336 113,983,406 26,249,728 63,872,711 10,140,392 4,617,782 31,361,031 19,126,588 3,670,333 2,021,324 925,032 166,317 5,467,891 1,771,383 511,262 2,796,248 1,327,723 497,125 1,811,560 407,928 156,699 49,308 15,457,051 6,157,530 2,169,648 4,650,140 698,011,714 170,310,052 47,087,035 291,438,019 555,394,805 296,088,159 1,253,406,519 170,310,052 47,087,035 1,273,534 405,872,726 130,681,699 40,691,567 289,910,036 1,273,534 695,782,762 130,681,699 40,691,567

SCHEDULE ' F ' - CURRENT ASSETS, LOANS AND ADVANCES INVENTORIES (As valued and certified by the management) Raw Materials Work In Process Finished Goods Consumables SUNDRY DEBTORS (Unsecured, Considered Good unless otherwise stated) Over Six Months Others CASH & BANK BALANCES Cash on hand Balance with Scheduled Banks: In Current Accounts In Fixed Deposit Account (Fixed Deposit receipts of Rs.47,513,049.29/- (Previous Year Rs. 2,95,02,259/-) deposited with the Bankers towards margin against guarantees/letter of credit facilities to the company)

31ST MARCH, 2011 Rupees Rupees

255,087,796 184,599,107 95,337,805 3,974,004

538,998,712

141,344,239 1,313,316,466

1,454,660,705

1,041,698 240,674,763 47,513,049

289,229,511

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

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NISSAN COPPER LIMITED


SCHEDULES FORMING PART OF CONSOLIDATED ACCOUNTS (Contd.)
LOANS AND ADVANCES (Unsecured, Considered Good unless otherwise stated) Advances recoverable in cash or in kind or for value to be received Advance paid for ACR Copper Tube Project Tax paid in advance incl. Tax deducted at source Deposits Balance with Excise/Custom Authorities 31ST MARCH, 2011 Rupees Rupees

730,761,890 77,179,684 116,702,357 24,944,955 9,194,594

958,783,480

TOTAL SCHEDULE ' G ' - CURRENT LIABILITIES AND PROVISIONS CURRENT LIABILITIES Acceptances Sundry Creditors Advances Received from Customers Other Liabilities PROVISIONS Proposed Dividend on Equity Shares Corporate Tax on Proposed Dividend Provision for Taxation TOTAL 248,440,310 415,374,647 52,118,066 18,836,987

3,241,672,408

734,770,010

31,427,953 5,219,869 101,441,949 138,089,771 872,859,781

SCHEDULE ' H ' - OTHER INCOME Interest Income Rebate & Discounts Miscllaneous Income Profit on trading in future Loss on trading in MCX Profit on Sale of Assets Exchange Rate Fluctuation (Net) SCHEDULE ' I ' - INCREASE / (DECREASE) IN STOCK Stock at close: Work in Process Finished Goods Less: Stock at commencement: Work in Process Finished Goods

38,786,432 68,692 15,136 803,015 (41,705) 787,124 928,000 41,346,692

184,599,107 95,337,805 98,536,858 159,839,157

279,936,912

258,376,014 21,560,898

60

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

ANNUAL REPORT 2010-11


SCHEDULES FORMING PART OF CONSOLIDATED ACCOUNTS (Contd.)
SCHEDULE ' J ' - MATERIALS & MANUFACTURING EXPENSES Cost of Materials Consumed/Sold Opening Stock Add : Purchases Less : Closing Stock Manufacturing Expenses Processing Charges Power & Fuel Other Manufacturing Expenses Repairs & Maintenance - Plant & Machinery - Building - Others Freight, Clearing and Handling Expenses TOTAL SCHEDULE ' K ' - PERSONNEL EXPENSES Salaries, Wages, Bonus & Allowances Contribution to Provident & other Funds Workmen & Staff Welfare Expenses TOTAL SCHEDULE ' L ' - SALES & DISTRIBUTION EXPENSES Brokerage, Commission & Discounts Sales Promotion Expenses Advertising & Publicity Expenses Freight outward & Forwarding Charges TOTAL SCHEDULE ' M ' - ADMINISTRATION EXPENSES Legal & Professional Fees Insurance Charges Auditors Remuneration Travelling & Conveyance Expenses Vehicle Maintenance Expenses Rent Rates and Taxes Postage & Telephone Expenses Printing & Stationery Other Expenses Forward Contract Cancellation (Profit/Loss) Loss on Trading in MCX & Future Preliminary Expenses Written off Company Formation Expenses TOTAL SCHEDULE ' N ' - INTEREST & FINANCE CHARGES Interest - Term Loan - Others Bank Charges & Commission TOTAL 31ST MARCH, 2011 Rupees Rupees

149,612,399 2,835,738,458 2,985,350,857 255,087,796 1,488,227 18,287,470 15,519,034 2,550,149 573,134 3,975,687

2,730,263,061

42,393,701 2,772,656,762 35,237,466 2,160,806 1,569,855 38,968,128 383,421 2,254,533 322,858 1,344,582 4,305,394

24,317,744 2,224,997 961,767 3,937,726 2,947,009 9,376,721 11,432,005 1,814,765 806,320 7,280,825 352,342 5,731,580 207,628 71,391,430

293,983 91,938,118

92,232,101 24,814,243 117,046,344

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

61

NISSAN COPPER LIMITED SCHEDULE O - SIGNIFICANT ACCOUNTING POLICIES & NOTES ON CONSOLIDATED FINANCIAL SATATEMENTS
A. 1. SIGNIFICANT ACCOUNTING POLICIES Basis of preparation of Consolidated financial statements a. The consolidated financial statements relate to Nissan Copper Ltd (Company) and its wholly owned subsidiary company NC Middle East FZE situated in UAE (Ajman Free Zone) which was incorporated during the Financial Year 2010-11, on 8th April, 2010. The proportion of ownership interest as at 31st March, 2011 is 100%. b. The financial statements of subsidiary used in consolidation are audited and drawn up to the same reporting date as that of the parent company i.e. 31st March, 2011. c. The financial statements of the subsidiary are prepared under the historical cost convention and in accordance with International Financial Reporting Standards. 2. Principles of Consolidation a. The financial statements of the company and its subsidiary company have been combined on a line by line basis by adding together the book values of like items of the assets, liabilities, income & expenses, after fully eliminating therefrom intragroup balances and intragroup transactions as per Accounting standard (AS 21) Consolidated Financial Statements issued by the Institute of Chartered Accountants of India. b. While the reporting enterprise may control the foreign operations; the activities of the foreign operations are carried independently without much dependence on reporting enterprise. Hence as per Accounting Standard (AS- 11) Effects of changes in foreign Exchange rates, the foreign operations of the subsidiary have been classified as NonIntegral Foreign Operation. c. The exchange differences arising on monetary items that in substance form part of net investment in Non integral foreign operations have been accumulated in Foreign Currency translation reserve. d. The excess of cost to the parent company of its investment in the subsidiary on the acquisition date is adjusted against the balance of foreign currency translation reserve, subsidiary being non integral foreign operation. e. In case of subsidiary undertaking, being non- integral foreign operations, Assets, Liabilities and Equity are translated at the exchange rate ruling on the balance sheet date. Revenue items are translated at the average rates prevailing during the period. Any exchange difference arising on translation is recognised in the Foreign Currency translation reserve. 3. Revenue Recognition a. Sales are inclusive of excise duty but net of Sales Tax, Trade discount & returns. b. Income from Conversion of job work is accounted for on the basis of dispatches made. c. Interest & other incomes are accounted on accrual basis. 4. Foreign Currency transactions Transactions in foreign currency are recorded at the exchange rate prevailing on the date of transaction. Realised gains and losses on foreign exchange transactions during the year are recognised in the profit and Loss account. Exchange differences in respect of foreign currency loans/liabilities relating to Fixed Assets are accounted in the Profit and Loss Account. Foreign currency current assets and current liabilities are translated at year end rates. In circumstances, where the year end rate is not stable / highly volatile, monetary items shall be reported based on the subsequent actual realisation rate. Resulting gains / losses are recognised in the profit and loss account. However resulting gains / losses relating to 100 % subsidiary (considered as Non Integral Foreign Operation) are accumulated in Foreign Exchange Translation Reserve. 62
Copper solar collectors are the heart of commercial systems for space heating and water heating.

ANNUAL REPORT 2010-11


Non monetary items such as Investments / Fixed Assets, denominated in foreign currency are stated at exchange rate prevailing on the date of transaction. In respect of forward foreign exchange contracts, realized gain or loss on cancellation of forward contracts is recognized in 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 relation to 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 Fixed Assets, 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 capital expenditure as well as all indirect expenditure incidental to construction is capitalized allocating to various items of fixed assets on an appropriate basis. Expansion programme involving construction concurrently run with normal production activities in an existing unit, all direct capital expenditure in relation to such expansion are capitalized but 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 provided for 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 Schedule XIV 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 its 100 % subsidiary situated in UAE. While preparing the consolidated financial statements, cost of the investment of the parent company in the subsidiary company is eliminated with the parents portion of equity of subsidiary on the date 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 the FIFO method. 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. 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. Scraps are accounted for on realization. 9. Retirement benefits and leave wages Companys 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 actuarial valuation 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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NISSAN COPPER LIMITED


10. Miscellaneous expenditure a. Expenses relating to the issue of GDR in the current year are accounted under the head Miscellaneous Expenditure as 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 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 one or more 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, by weighted average number of equity shares outstanding during the year. Diluted earning per share is computed using the 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 an outflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that probably will not require an outflow of 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 provide additional evidences to assist the estimation of accounts relating to conditions existing at the Balance Sheet date. B. 1. NOTES TO ACCOUNTS The details of subsidiary included in the Consolidated Financial Statement of the group and the groups effective ownership interest therein are as under:Name of the Company NC Middle East FZE 2. Relationship Subsidiary Country of incorporation United Arab Emirates Groups proportion of ownership interest 100%

During the Financial Year 2010-11, Company issued GDRs of Rs.100 crores & listed the same at the Luxembourg Stock Exchange. The company allotted 2,50,00,000 shares of Rs 10 per share at a premium of Rs 30 per share against GDR. Company has allotted 8,87,90,000 Equity Shares on conversion of Equity Warrants. The face Value of the shares has been subdivided from Rs.10/- each to Re.1/- each. The outstanding balances of Sundry Debtors, Sundry Creditors, Deposits, Loans and Advances are subject to confirmation.

3.

64

Stringent new requirements in the ACR industry, including demands for increased operating efficiency and the reduction or elimination of harmful emissions, have led to a new appreciation for Copper's role in product enhancement.

ANNUAL REPORT 2010-11


4. Auditors remuneration (Rs. in Lacs) 2010-11 Audit Fees Tax Audit Fees Total 6.85 2.76 9.61

Note: Fees for certification & other services provided by the auditor of Rs. 9.02 lacs are included in Legal & Professional Fees under Schedule N. The above mentioned Audit Fees includes Rs 0.55 lacs relating to Internal Audit Fees and Rs. 0.79 lacs fees payable to subsidiary company auditor. 5. Remuneration to directors (Rs. in Lacs) 2010-11 Salary & Allowances Commission Total 6. 144.00 144.00

Sundry Creditors include amount due to Small Scale and ancillary Industrial Undertakings Rs. 4.16 Lacs (Previous year Rs. 14.29 lacs) to the extent such parties have been identified from available information with the Company. The small Scale and ancillary Industrial Undertakings to whom amounts outstanding for more than 30 days: Shree Laxmi Tubes. Contingent Liabilities (Rs. in Lacs) 2010-11 1,459.92 859.04 6.56 311.58 1,302.75 387.80 432.55 62.06 3,362.34 4,822.26

7.

Bank Guarantees (net of margin) Excise Duty F.Y 2006-07 Income Tax Appeal AY 04-05 AY 05-06 AY 06-07 AY 07-08 AY 08-09 AY 09-10 Total Statutory Disputed Dues Total Contingent Liabilities 8. (a) (b) Segment Information The Company deals in Copper Products and is treated as the only segment. Secondary Segment Geographical by Sale Segment Revenue In India Outside India Total Note: Segment revenue, outside India includes Rs. 3,225.94 lacs sales of NC Middle East FZE.
The use of Copper in new microchips gives a performance gain of 30% and permits miniaturization of current channel lengths to 0.12 microns, allowing up to 200 million transistors to be packed into a single chip.

(Rs. in Lacs) 2010-11 29,766.69 3,365.16 33,131.85

65

NISSAN COPPER LIMITED


9. Related Party Information (i) Relationship (a) Individuals Controlling the Enterprise and Key Management Personnel 1. 2. 3. 4. 5. 6. Mr. Sanjay S. Mardia Mr. Ratanlal S. Mardia Mr. Atul S. Mardia Mr. Praveen H. Shah Mr. Shailesh H. Shah Mr. Nitin Mehta Chairman Managing Director Director Director Director Director

(b) Relatives of Key Management Personnel Mr. Shantilal Mardia Mrs. Bela S. Mardia Mrs. Sunita R. Mardia Father of Chairman Wife of Chairman Wife of Managing Director

(c) Enterprises in which key management personnel & their relatives are interested. Danial Investment Private Limited Note: Related party relationship on the basis of the requirements of Accounting Standard 18 (AS-18) as in 1(a), 1(b) & 1(c) above is pointed out and relied upon by the auditors. (ii) Transaction with related parties (Rs. in lacs) Nature of Transaction Income : Interest Expenses : Remuneration Interest Advertisement Finance & Investment: Loan & Advances Recd. Loan & Advances Paid Outstandings : Payable Receivable 10. 2010-11 Referred in (i) (a &b) 144.00 45.33 45.33 Referred in (i) (c) 7.53 10.20 1,156.50 1,158.90 -

Disclosure as required by Accounting Standard 19, Leases, issued by the Institute of Chartered Accountants of India are given below: (i) Lease payments are recognised in the statement of Profit & Loss Account under Rent in schedule N. Company with effect from 1st July, 2010 has shifted its corporate office. The said Agreement is for a period of 3 years. (ii) The future minimum lease payments under non-cancellable operating lease Not later than one year: Rs. nil. Later than one year and not later than five years : Rs. 24,569,325/-

66

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

ANNUAL REPORT 2010-11


11. Computation of Earning per share (Basic & Diluted) 2010-11 Profit after taxation Weighted average number of Share Outstanding Nominal Value per Share Earning per Share Basic Diluted 12. 13,66,31,354.00 54,00,20,584.25 1.00 0.25 0.25

Deferred Tax The break up of net deferred tax asset and liability into major components at the year end is as below: 2010-11 Particulars Depreciation Expenses Total Net Deferred Tax Liability Liabilities 12,34,886.73 12,34,886.73 12,34,886.73 Assets

13

14. 15. 16.

17.

18. 19.

Legal & Professional fees (Finance) (Refer Schedule N forming part of financial statements) has been increased as compared to last year, as the same has been paid as advisory fees in connection to raising funds for the new project ACR Copper Tube. Sales & Services include Rs. 17,437.04 Lacs (Previous Year - Rs. 6,832.62 Lacs) for traded goods. Balances with Excise / Customs Authorities included Excise duty paid under dispute of Rs. 1,04,68,908/- which is now transferred to expenses since the credit for the same was not received. A search & seizure action u/s. 132(1) was carried out on 17.01.2009. Due to this A.Y. 03-04 to A.Y. 09-10 were covered under Block assessments. Assessments for the respective years were completed and assessment order for the same was received on 31.12.2010. Total Demand raised was of Rs.348, 227,165/- which was further reduced to 280,335,020/ - after rectification of the assessment orders u/s 154 of Income Tax Act, 1961. Out of the total demand company has paid Rs. 3 crores. The company has filed an appeal with the CIT (A) for the demand raised for AY 2004-05 to AY 200910 as the company do not agree to the disallowances made in the respective years. So the whole amount raised as demand remains disputed. ACIT, CC- 20 has filed an appeal before the Honble High Court u/s. 260A on 26.04.2010 for the AY 2005-06 in relation to deduction allowed under section 80IB. The outcome of which is still pending. The Honble Income Tax Appellate Tribunal, Ahemadabad pronounced the order for the above said case in the Companys favour. The same matter is also disallowed in the Block Assessment order and thus has not been considered separately as it is shown in Contingent Liability in Point No. 7 of Notes to Accounts. All the amounts are stated in Indian Rupees, unless otherwise stated. Since the subsidiary was incorporated during the financial year 2010-11, previous year figures for comparison purpose are not available in the consolidated financial statements.
For and on behalf of the Board sd/sd/Sanjay S. Mardia Ratanlal S. Mardia Chairman Managing Director

As per our Report of even date For R.C. JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/R.C. Jain Partner Place : Mumbai Date: 28th May, 2011

sd/Payal Garg Company Secretary

sd/Hiresh S. Luhar Chief Financial Officer

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

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NISSAN COPPER LIMITED


CONSOLIDATED CASH FLOW FOR THE YEAR ENDED 31 ST MARCH 2011
Particulars 31ST MARCH, 2011 Rupees Rupees

A. CASH FLOW FROM OPERATING ACTIVITIES : Net profit/Loss before Tax & Extraordinary item Adjustments for : Depreciation Interest paid Interest Received Profit/Loss on sale of Assets Loss on investment in Mutual fund Exchange rate fluctuation Profit on trading in futures Loss on Forward contract Cancellation Loss on trading in MCX Preliminary Expenses W/off Operating Profit before working capital changes Adjustments for : Trade and Other Receivables Inventories Trade Payable & Other Liabilities Cash generated Before Exceptional Items Exceptional items Cash generated from operating activities Income Tax Paid Net cash generated from operating activities B. CASH FLOW FROM INVESTING ACTIVITIES : Sale of Fixed Assets Purchase of Fixed Assets/Capital Expenditure Foreign Currency Translation reserve Redemption of Mututal Funds Interest received Share Issue / GDR Expenses Net cash used in investing activities C. CASH FLOW FROM FINANCING ACTIVITIES : Interest Paid Equity Warrant Money / GDR Long term borrowings Loss on forward contract cancellation Dividend Paid Corporate tax on dividend Net cash from financing activities Opening Balance of cash and cash equivalents Closing Balance of cash and cash equivalents (C) Net increase/(decrease) in cash and cash equivalents (A+B+C) (B) (A) 47,087,034 92,232,101 (38,786,432) (787,124) 203,256 (928,000) (803,015) 352,342 41,705 5,731,580

183,018,855

104,343,448 287,362,303

(1,148,732,441) (131,010,298) 662,265,685

(617,477,054) (330,114,751) (330,114,751) (65,839,310) (395,954,061) 2,535,099 (561,980,817) 231,893 2,296,725 38,786,432 (155,432,087) (673,562,756) (92,232,101) 1,080,367,000 330,745,267 (352,342) (14,488,453) (2,462,313) 1,301,577,058 232,060,241 57,169,270 289,229,511 232,060,241

68

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

ANNUAL REPORT 2010-11


CONSOLIDATED CASH FLOW FOR THE YEAR ENDED 31 ST MARCH 2011 (contd.) Notes: 1. The above Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard - 3 on Cash Flow Statement issued by ICAI 2. Profit on trading in futures and Loss on trading in MCX has been adjusted with Trade and other Receivables. 3. Exchange Rate Fluctuation has been adjusted with Trade payables and other liabilities. 4. Figures in the brackets represents outflows. For and on behalf of the Board sd/Ratanlal S. Mardia Managing Director sd/Sanjay S. Mardia Chairman sd/Payal Garg Company Secretary sd/Hiresh S. Luhar Chief Financial Officer

Place : Mumbai Date : 28th May, 2011

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

For R.C.JAIN & ASSOCIATES Chartered Accountants FRN No. 103952W sd/(R.C. JAIN) Partner Place : Mumbai Date: 28th May, 2011

Copper plumbing is extensively used in almost all developed countries across the world. A properly installed Copper plumbing system will last for over 50 years!

69

NISSAN COPPER LIMITED

FINANCIAL DETAILS OF THE SUBSIDIARY COMPANY FOR THE YEAR ENDED 31ST MARCH, 2011
SR NO. PARTICULARS 1 2 3 4 5 6 7 8 9 10 11 Capital Reserves & Surplus (including balance in profit & loss account) Total Assets Total Liabilities Investments Turnover Profit/ (Loss) before taxation Provision for taxation Profit/(Loss) after taxation Proposed dividend Misc Expenses - to the extent not written off NC MIDDLE EAST FZE 2,256,898* 11,217,575 783,642,802* 770,168,328* 322,594,118** 11,200,085** 11,200,085** -

* Balance Sheet items are translated at closing exchange rate of 1$ = Rs.44.65/- ( as on 31.03.2011) ** Revenue items are translated at an average exchange rate of 1$ = Rs. 44.69/- ( as on 31.03.2011) Note: In terms of the exemption granted by the Ministry of Corporate Affairs vide Notification no. 2/2011 dated 8th February, 2011 under section 212 of the Companies Act, 1956, a copy of the Statement of Financial Position, Statement of Comprehensive Income, Managers report and Auditors Report for the year ended 31st March, 2011, of the subsidiary company have not been attached with the Annual report of the Company. The Company will make available these documents and the related details upon request by any Investor of the Company, on all working days except Saturdays, Sundays and Public Holidays at the Registered Office of the Company between 10.30 a.m. to 12.30 p.m.

For and on behalf of the Board sd/Ratanlal S. Mardia Managing Director sd/Sanjay S. Mardia Chairman sd/Payal Garg Company Secretary sd/Hiresh S. Luhar Chief Financial Officer

Place : Mumbai Date : 28th May, 2011

70

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

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

PROXY
I/We______________________________________________of______________________in the district of ____________________ being a Member/ Members of the above named Company hereby appoints ______________________________________________of______________________in the district of ____________________ or failing him ______________________________________________ of ______________________ in the district of ____________________ as my/our proxy to attend & vote for me /us on my/our behalf at the 22nd Annual General Meeting of the Company to be held on Tuesday, the 23rd August, 2011 at 11.00 A.M. at the Umbergaon Club and Resort, Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171, Gujarat and at any adjournment thereof. Signed this____________________________ day of _____________2011 Affix One Rupee Revenue Stamp

Folio No/DP id/ Client id: No. of Shares:

Signature

NOTE: i. The proxy form must be duly completed, signed and returned/deposited so as to reach the Registered office of the Company not less than FORTY-EIGHT-HOURS before the commencement of the aforesaid meeting. ii. A Proxy need not be a member of the Company.

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

ATTENDANCE SLIP
Folio No/DP id/ Client id: (Name & Address of the Proxy) No. of Shares:

I hereby record my presence at the 22nd ANNUAL GENERAL MEETING of the Company held on Tuesday, the 23rd August 2011 at 11.00 AM at the Umbergaon Club and Resort, Madhuvan Complex, Umbergaon Sanjan Road, Umbergaon 396171, Gujarat SIGNATURE OF THE ATTENDING MEMBER/PROXY NOTES: i. ii. A Shareholder/Proxy holder wishing to attend the meeting must bring the Attendance Slip to the meeting and handover at the entrance duly signed. A Shareholder/Proxy holder desiring to attend the meeting should bring his copy of the Annual Report for reference at the meeting.