Dear Members,
The Directors have pleasure in presenting the 26th Annual Report of
your Company together with the Audited Balance Sheet as at 31st March
2011 and Profit and Loss A/c for the year ended 31st March, 2011.
FINANCIAL RESULTS:
The performance of the Company during the year has been as under :
(Rs. in lakhs)
Consolidated Results Standalone Results
Particulars 2011 2010 2011 2010
Sales and other Income 19,234.68 18,461.24 19,234.67 18,461.23
Profit before Depreciation
and Interest 2,124.64 2,154.98 2,127.38 2,160.92
DEDUCT :
Depreciation 573.09 510.02 573.09 510.02
Interest 200.17 192.61 200.17 192.60
Profit for the year 1,351.38 1,452.35 1,354.12 1,458.30
Prior period Adjustments 5.58 0.43 5.58 0.42
Profit before Taxation 1,356.96 1,452.78 1,359.70 1,458.72
Provision for Taxation :
Current Tax 265.00 250.00 265.00 250.00
Deferred Tax 75.72 (127.68) 75.71 (127.69)
Income Tax in respect of
earlier years 0.00 0.49 0.00 1.90
Profit after Tax 1,016.24 1,329.97 1,018.99 1,334.51
Less: Minority Interest (0.16) 0.19 - -
Less: Change in Reserves on
divestment in subsidiary /
Associate (50.60) - - -
Less: Share in net assets
of associate cos. - 11.88 - -
Surplus brought forward from
previous year 8,582.67 8,083.81 8,630.23 8,114.76
Balance available for
appropriation 9,649.67 9,401.71 9,649.22 9,449.27
APPROPRIATION:
Dividend 273.60 273.60 273.60 273.60
Tax on Dividend 45.44 45.44 45.44 45.44
Transfer to General Reserves 500.00 500.00 500.00 500.00
Balance c/f to Balance Sheet 8,830.63 8,582.67 8,830.18 8,630.23
TOTAL 9,649.67 9,401.71 9,649.22 9,449.27
OPERATIONS:
In the year 2010-11, the Company focused on its core business Copper,
its allied products and Wind Power Generation. The turnover in both the
segments grew by 11.41% and 16.78% respectively compared to previous
year. In real estate business, the Company made exit from A.P. Housing
Project at Visakhapatnam.
The income from operations is Rs. 18602.70 lakhs as against Rs.17453.01
lakhs for the corresponding previous year The profit before tax stood
at Rs.1359.71 lakhs as against Rs. 1458.73 lakhs for the previous year.
The profit after tax stood at Rs.1018.99 lakhs as against Rs.1334.51
lakhs for the corresponding period. The Basic Earnings Per Share for
the year ended 31.03.2011 is 1.49 as against Rs. 1.82 for the
corresponding previous year ended 31.03.2010.
SUBSIDIARIES
During the year 2010-11, the Company divested its stake in wholly owned
subsidiary M/s Bhagyanagar Telecom Limited, whose name is changed to
Bhagyanagar Green Energy Limited in December 2010, thereby ceasing it
to be the Company''s subsidiary. Therefore there are currently four
subsidiaries as mentioned below:
M/s Bhagyanagar Metals Limited
M/s Bhagyanagar Properties Private Limited
M/s Scientia Infocom India Private Limited
M/s Metropolitan Ventures India Limited
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements incorporating the operations of
the Company and its subsidiaries are attached herewith in this Annual
Report. The Ministry of Corporate Affairs while exercising it power
under section 212 (8) of the Companies Act, 1956 has exempted the
Company from publishing the Annual Report of all its subsidiaries vide
Letter No. 47/40/2011-CL-III dated 04.02.2011. Further the Ministry of
Corporate Affairs, New Delhi, vide Circular No. 5/12/2007 CL-III dated
08.02.2011 granted general exemption under section 212(8) of the
Companies Act, 1956 in relation to providing information on the
Subsidiary Companies. Accordingly, the accounts of the Subsidiary
Companies and the detailed related information will be made available
to the investors of the Company and its subsidiaries on request and are
also available for inspection at Registered Office of the Company.
DIVIDEND:
Your Directors recommended a Dividend @ 20% amounting to Rs. 273.60
lakhs for the year ended 31st March 2011. This will entail an outflow
of Rs.319.04 lakhs (inclusive of tax thereon). Your Directors also
inform that if any FCCB''s are converted into equity shares upto the
date of closure of the Register of Members of the Company, the
resulting shares arising out of the said conversion of FCCBs would also
be eligible for dividend, as recommended by the Board and approved by
the members at the ensuing Annual General Meeting of the Company.
RESERVES:
During the year the Company has transferred an amount of Rs.500 lakhs
to General Reserves.
FIXED DEPOSITS:
The Company had not accepted or invited any Deposits and consequently
no deposit has matured /become due for re-payment as on 31st March
2011.
CLOSURE /DISPOSAL OF JFTC UNIT
During the year 2009-10, the approval of members by way of Postal
Ballot was obtained on 29.09.2009 for the purpose of lease
/sale/disposal of Company''s undertaking situated at Plot No. 61,
Pilerne Industrial Estate, Panajim, Goa - 403 001 pursuant to the
provisions of Section 293(1)a and 192A of The Companies Act, 1956 read
with Companies (Passing of Resolution by Postal Ballot) Rules, 2001.
Accordingly, during the year 2010-11, the Company closed its JFTC
operations, disposed off the Plant & Machinery and leased out the land
property.
FUTURE PROJECT INITIATIVES:
The strategy of the Company for financial year 2011- 12 is to have
continued focus on copper business.
Copper Business: The Company aims to achieve growth of 10% in this
segment with emphasis on value added products. The Company added
following 2 new products during the year to its copper business
1) Commutator for Auto Sector: The Company obtained requisite approvals
and commenced commercial production w.e.f 01.08.2010
2) Copper Coated Aluminum Wires: This product is used in Electrical
Industry. In view of increased difference in the prices of copper and
aluminum, the industry started exploring the possibilities of
replacement of copper with aluminum wherever possible. Keeping in view
the industry trend, the Company also started trial production of Copper
coated aluminum wires which are used in electrical industry.
REAL ESTATE/INFRASTRUCTURE
The Real Estate market continues to be depressed. Therefore, the
Company during the year 2010-11, made exit from A.P. Housing Project at
Visakhapatnam and during the year 2011-12, exited from Kurnool Land
held under SPV, Punjagutta land and TADA SEZ. The status of other
projects remains same as mentioned in last annual report
Wind Power: The Company currently has an overall installed capacity of
12.15 MW comprising 9 wind turbines. During the current year, the
Company generated 254.32 Lacs Units of Power as against 231.06 Lacs
Units in the previous year. The Company gained Voluntary Emission
Reductions (VER''s) through Voluntary Carbon Standards and expects to
generate additional revenue by sale of VER''s to appropriate buyers.
BUYBACK OF EQUITY SHARES:
The Board of Directors at their meeting held on 27.01.2011 has approved
the Buy-Back of Equity Shares of the Company of Rs.2/- each from open
market through stock exchange mechanism, for an aggregate amount not
exceeding Rs.14,00,00,000/ - (Rupees Fourteen Crores only), up to a
minimum of 40,00,000 shares and a maximum of 80,00,000 shares, at the
prevailing market price up to a maximum price of Rs. 35/- per equity
share, subject to the approval of the Members and receipt of exemption
from SEBI under Takeover Code.
The Company sought the approval of the Members through Postal Ballot in
accordance with the provisions of Section 192A of the Companies Act,
1956. Subsequently, the promoters of the Company filed an application
seeking exemption under Regulation 4 of Takeover Code with Securities
Exchange Board of India (SEBI) on 14.03.2011. SEBI vide its order
dated 27.06.2011 granted exemption to the Promoter Group. The Company
is in the process of proceeding with the Buyback offer.
DIRECTORS:
In order to comply with Section 256 of the Companies Act 1956 and
Articles of Association of the Company Shri G. Mangilal Surana, Shri O.
Swaminatha Reddy, Shri R. Surender Reddy, Directors of the Company
will retire by rotation at the ensuing Annual General Meeting and being
eligible, offers themselves for re-appointment.
The brief particulars of the Directors seeking appointment /
re-appointment at this Annual General Meeting is being annexed to the
Annual Report.
AUDITORS:
M/s. Sekhar & Company, Chartered Accountants, Auditors of the Company
retire at the conclusion of this Annual General Meeting are eligible
for re- appointment. The Company is in receipt of confirmation from M/s
Sekhar & Company that in the event of their re-appointment as Statutory
Auditors of the Company at the ensuing Annual General Meeting, such
re-appointment will be in accordance with the limits specified in
Sub-section (1B) of Section 224 of the Companies Act, 1956.
INSURANCE
All the movable and immovable assets of your Company are adequately
insured.
ISO 9001-2000 CERTIFICATION:
Your Company continues to hold ISO 9001-2000 Certification by meeting
all the requirements of Certification from time to time.
DIRECTORS'' RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE
COMPANIES ACT, 1956:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' responsibility statement, it is
hereby confirmed:
a) That in the preparation of the accounts for the financial year ended
31st March, 2011, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
b) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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 or Loss account of the Company for the year under review;
c) That the Directors have taken proper and sufficient care for the
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) That the Directors have prepared the accounts for the Financial Year
ended 31st March 2011 on a ''going concern'' basis.
Auditors Observations:
The Auditors observation reported in point No. 4(vi) of the Auditors
Report is not a qualification and it is self explanatory in nature and
hence not commented upon.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report, pursuant to Clause 49 of the
Listing Agreement, forms part of this Report and is annexed hereto.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in
conformity with the Code of Corporate Governance enunciated in Clause
49 of the Listing Agreement with the Stock Exchanges. A separate report
on Corporate Governance is annexed herewith, as a part of the Annual
Report along with the Auditor''s Certificate on its compliance.
CONSERVATION OF ENERGY, FOREIGN EXCHANGE ETC:
Information on Conservation of Energy, Technology Absorption, Foreign
Exchange Earnings and outgo required to be disclosed under Section
217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure
of Particulars in the Report of the Board of Directors) Rules, 1998,
are provided in the Annexure forming part of this Report.
PARTICULARS OF EMPLOYEES:
During the period under review, none of the employees who were under
employment for whole of the year or part of the year, were in receipt
of remuneration exceeding Rs.60,00,000 per annum or Rs.5,00,000 per
month as set out in Section 217 (2A) of the Companies Act, 1956.
APPRECIATION:
Your Directors wish to place on record their appreciation to employees
at all levels for their hard work, dedication and commitment. The
enthusiasm and unstinting efforts of the employees have enabled the
Company to remain at the forefront of the industry, despite increased
competition from several existing and new players.
ACKNOWLEDGEMENTS:
The Board desires to place on record its sincere appreciation for the
support and co-operation that the Company received from the suppliers,
customers, strategic partners, Bankers, Auditors, Registrar and
Transfer Agents and all others associated with the Company. The Company
has always looked upon them as partners in its progress and has happily
shared with them rewards of growth. It will be the Company''s endeavor
to build and nurture strong links with trade based on mutuality,
respect and co- operation with each other.
For and on behalf of the Board of Directors
Place : Secunderabad G. Mangilal Surana
Date : 05.08.2011 Chairman
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