report 2011... · 2016-02-17 · 1 notice ncl alltek & seccolor limited notice is hereby given...

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NCL ALLTEK & SECCOLOR LIMITEDNOTICE

Notice is hereby given that the 26th Annual General Meetingof the Members of NCL Alltek & Seccolor Ltd will be heldon Friday, the 28th September at 10.00 a.m. at K.L.N PrasadAuditorium, Federation House, The Federation of AndhraPradesh Chambers of Commerce and Industry (FAPCCI),H.No. 11-6-841, Red Hills, Hyderabad-500004to transactthe following business.

ORDINARY BUSINESS:1. To receive, consider and adopt the Audited statement

of Profit and Loss for the year ended 31st March 2012and the Balance Sheet as at that date together with theReports of the Directors and Auditors thereon.

2. To declare Dividend3. To appoint a Director in place of Sri. K.Jayabharath

Reddy who retires by rotation and is eligible forreappointment

4. To appoint a Director in place of Smt. Shilpa Datlawho retires by rotation and is eligible forreappointment.

5. To appoint Statutory Auditors and fix theirremuneration

SPECIAL BUSINESS6. To consider and if thought fit, to pass with or without

modification the following resolution as an OrdinaryResolution.“RESOLVED THAT Shri Sagiraju SatyanarayanaRaju, who was appointed as an Additional director andholds office till this meeting, be and is hereby electedas Director of the Company”.

7. To consider and if thought fit, to pass with or withoutmodification the following resolution as an OrdinaryResolution.“RESOLVED THAT Dr. S. Soma Raju, who wasappointed as an Additional director and holds officetill this meeting, be and is hereby elected as Directorof the Company”.

8. To consider and if thought fit, to pass with or withoutmodification the following resolution as a SpecialResolution.“RESOLVED THAT pursuant to the provisions of theSections 198, 269, 309, and other applicableprovisions, if any, of the Companies Act, 1956, theapproval of the shareholders be and is hereby grantedto the appointment of Dr. S. Soma Raju, ChiefOperating Officer of the Company as Whole timeDirector for a period of 5 years with effect from25.07.2011 at a remuneration of Rs 92,000/- p.m. andother perquisites being paid / allowed to him in hisposition as COO on the date of his elevation asDirector.FURTHER RESOLVED THAT pursuant to Section310 of the Companies Act, 1956, approval of the

Shareholders be and is hereby accorded to the paymentof the following revised remuneration to Dr. S. SomaRaju w.e.f 01.04.2012.

1. Salary : Rs. 1,00,000/- Per month.Subject to annual increment of 10% on BasicPerquisites:

a) Housing:i) The expenditure by the company on hiring furnished

accommodation subject to 50% of the salary, overand above 10% of the salary shall be payable bythe Executive Director.

ii) In case the accommodation is owned by thecompany, 10% of the salary shall be deducted bythe company.

iii) In case no accommodation is provided by thecompany, House rent allowance of 50% of thesalary shall be paid.

b) Medical Reimbursement:For self and family subjectto a ceiling of one month’s salary per year or threemonths salary in a period of three years.

c) Leave Travel concession: For self and family subjectto a ceiling of one month’s salary in each year.

d) Gratuity: Equal to half month’s salary for eachcompleted year of service and shall not be included inceiling on remuneration.

e) Contribution to Provident fund/Super annuation.Contribution to provident fund/super annuation fundas per the rules of the company.

f) Conveyance: Free use of company’s car with driverfor Company Business.

g) Telephone and Cell Phone:The Company will pay Long Distance Calls made forthe purpose of Company and all Local Calls.

h) Earned/Privilege leave: As per the rules of thecompany.FURTHER RESOLVED THAT the aboveremuneration be paid as minimum remuneration incase of absence or inadequacy of profits, subject tothe ceilings as may be prescribed under the CompaniesAct, 1956 from time to time.”

9. To consider and if thought fit, to pass with or withoutmodification the following resolution as a SpecialResolution.

‘‘RESOLVED THAT pursuant to the provisions of theSections 198, 269, 309, and other applicableprovisions, if any, of the Companies Act, 1956, theapproval of the shareholders be and is hereby grantedto the re-appointment of Sri K.A. Reddy as ExecutiveDirector of the Company for a further period of 5 yearswith effect from 30th January, 2012, at the sameremuneration of Rs. 87000/- per month and otherperquisites that he was entitled to at the expiry of hisoriginal tenure on 29th January 2012.

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NCL ALLTEK & SECCOLOR LIMITED

FURTHER RESOLVED THAT pursuant to Section310 of the Companies Act, 1956, approval of theShareholders be and is hereby accorded to the paymentof the following revised remuneration to Sri. K.A.Reddy w.e.f 01.04.2012:

1. Salary : Rs. 1,00,000/- Per month subject to an annualincrement of 10% on BasicPerquisites:a) Housing:i) The expenditure by the company on hiring furnished

accommodation subject to 50% of the salary, overand above 10% of the salary shall be payable bythe Executive Director.

ii) In case the accommodation is owned by thecompany, 10% of the salary shall be deducted bythe company.

iii) In case no accommodation is provided by thecompany, House rent allowance of 50% of thesalary shall be paid.

b) Medical Reimbursement:For self and family subjectto a ceiling of one month’s salary per year or threemonths salary in a period of three years.

c) Leave Travel concession: For self and family subjectto a ceiling of one month’s salary in each year.

d) Gratuity: Equal to half month’s salary for eachcompleted year of service and shall not be included inceiling on remuneration.

e) Contribution to Provident fund/Super annuation.Contribution to provident fund/super annuation fundas per the rules of the company.

f) Conveyance: Free use of company’s car with driverfor Company Business.

g) Telephone and Cell Phone:The Company will pay Long Distance Calls made forthe purpose of Company and all Local Calls.

h) Earned/Privilege leave: As per the rules of thecompany.FURTHER RESOLVED THAT the aboveremuneration be paid as minimum remuneration in caseof absence or inadequacy of profits, subject to theceilings as may be prescribed under the CompaniesAct, 1956 from time to time.”

10. To consider and if thought fit, to pass with or withoutmodification the following resolution as a SpecialResolution.‘‘RESOLVED THAT pursuant to section 372A of theCompanies Act 1956, approval of the shareholders ishereby accorded to the proposal for a furtherinvestment not exceeding Rs 8.00 crores over andabove the amount of Rs.12.00 crores alreadysanctioned towards equity share capital of KakatiyaIndustries Pvt. Ltd for implementation of the 9 mwsmall hydro electric project at Bargarh, Odisha.

FURTHER RESOLVED that the Board of Directorsbe and is hereby authorized to make the investmentsin such tranches as may be necessary”

11. To consider and if thought fit, to pass with or withoutmodification the following resolution as a SpecialResolution.

“RESOLVED THAT pursuant to Section 372A of theCompanies Act, 1956, approval of the shareholders ishereby accorded to the Company to furnish a corporateguarantee aggregating to an amount not exceeding Rs45 crores (including guarantees already furnished) tosecure the term loans sanctioned / to be sanctioned byIREDA to Kakatiya Industries Pvt.Ltd for financingits small Hydro Electric Project at Bargarh, Odisha.”

NOTES:

1. A member entitled to vote is entitled to appoint a proxyto attend and vote instead of himself and the proxyneed not be a member of the Company.

2. The instrument appointing proxy must be lodged atthe Registered Office of the company at least 48 hoursbefore the commencement of the Meeting.

3. Explanatory Statement pursuant to the provisions ofSection 173(2) of the Companies Act, 1956 is annexedherewith and forms part of the notice.

4. The Register of Members will remain closed from 21-09-2012 to 28-09-2012 (both days inclusive).

5. The Dividend of 55% for the year ended 31st March,2012, as recommended by the Board, if approved atthe meeting will be paid to those members whosenames appear in the Company’s Register of Membersas on the book closure dates.

6. The Company is an unlisted public limited companyand therefore its securities are in physical form.The Company at present has no facility fordematerialization of its Equity shares.

7. Members can register their email ids with theCompany for paperless communication by fillingthe GO GREEN Form in the Annual Report at pageNo. 43 and submit the same to the company

8. Shareholders holding share certificates in thename of ‘‘NCL Seccolor Limited’’ are requestedto surrender the original share certificates to theCompany at its registered office address inexchange of which the Company will issue newshare certificates in the name of ‘‘NCL Alltek &Seccolor Ltd’’.

By Order of the BoardFor NCL Alltek & Seccolor Ltd.

Place: Hyderabad K. MadhuDate: 18.08.2012 Managing Director

NOTICE

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EXPLANATORY STATEMENT(Pursuant to Section 173(2) of the Companies Act, 1956)

NOTICE

Item No.6:

Shri Sagiraju Satyanarayana Raju was appointed bythe Board as an Additional Director with effect from25th January, 2012. Shri S.S. Raju is B.E. (Mech)having passed in first class with distinction from theRegional Engineering College (REC) Warangal in theyear 1968. He has over 4 decades of industrialexperience including 23 years in BHEL from 1970 to1993. He has worked in NCL group in variouscapacities the last being the Joint Managing Directorof NCL Industries Ltd. His experience with hydropower plants will be very useful to the company

Pursuant to Section 260 of the Companies Act 1956,he holds office up to the forthcoming Annual Generalmeeting.

Notice in terms of Section 257 of the Companies Act,1956 together with requisite deposits have beenreceived from some members proposing thecandidature of Shri S. S. Raju for the office ofDirector.Your Directors recommend that the resolution bepassed.None of the Directors except Shri S. S Raju isinterested in the proposed resolution.

Item No. 7

Dr. S.Soma Raju has been employed as ChiefOperating Officer of your Company, incharge of theAlltek Division since August 2006. He has madesignificant contribution to the progress of the Alltekdivision ever since he took charge.

In recognition to his contribution, the Board decidedto elevate him as a Director and appoint him as anAdditional Director of the Company.

Pursuant to Section 260 of the Companies Act 1956,he holds office till the date of this Annual generalMeeting. The proposed resolution seeks to appointhim as Director of the Company.

Notice in terms of Section 257 of the Companies Act,1956 together with requisite deposits have beenreceived from some members proposing thecandidature of Dr.S.Soma Raju for the office ofDirector.

None of the Directors except Dr. S. Soma Raju isinterested in the proposed resolution.

Item No. 8

Upon his elevation to the Board of Directors, Dr. S.Soma Raju was being paid a remuneration which hewas drawing as Chief Operating Officer. The sameremuneration continued till 31.03.2012.

At the meeting of the Board of Directors held on30.06.2012, your Board decided to pay an enhancedremuneration as detailed in the resolution.

In terms of Section 269 read with Schedule XIII tothe Companies Act, 1956, the appointment of Dr. S.Soma Raju as Whole time Director and payment ofrevised remuneration requires the approval of theshareholders. The proposed resolution therefore seeksyour approval for

I) Appointment of Dr. S. Soma Raju as Wholetime Director

II) Remuneration paid to Dr. S. Soma Raju from25.07.2011-31.03.2012

III) Enhanced remuneration payable to Dr. S.Soma Raju w.e.f 01.04.2012

The above remuneration is also proposed to be paidas minimum remuneration in case of absence orinadequacy of profits, subject to the ceilings as maybe prescribed under the Companies Act, 1956 fromtime to time.

None of the Directors except Dr. S. Soma Raju isinterested in the proposed resolution.

Item 9

Members are aware that Sri. K.A. Reddy wasappointed as Executive Director for a period of 5 yearsfrom 30.01.2007. Upon the expiry of the currenttenure, the Board of Directors reappointed him asExecutive Director for a further period of 5 years from30.01.2012.

Sri K.A. Reddy was being paid the remuneration ofRs 87000/- per month plus perquisites at the time ofhis reappointment. The same remuneration was paidto him on fresh appointment upto 31.03.2012.

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NCL ALLTEK & SECCOLOR LIMITEDNOTICE

The Board of Directors enhanced the remunerationpayable to Sri K.A. Reddy w.e.f. 01.04.2012 asdetailed in the resolution.

The proposed resolution seeks your approval for

I) Re-appointment of Sri K.A. Reddy as Whole timeDirector

II) Remuneration paid to Sri K.A. Reddy from30.01.2012 - 31.03.2012

III) Enhanced remuneration payable to Sri K.A.Reddy w.e.f 01.04.2012

The above remuneration is also proposed to be paidas minimum remuneration in case of absence orinadequacy of profits, subject to the ceilings as maybe prescribed under the Companies Act, 1956 fromtime to time.

Except Sri K.A. Reddy, none of the Directors areinterested in the Resolution.

Item 10:

Members may recall that in December 2006, theyhad authorized the Board of Directors to invest anamount not exceeding Rs.12 crores in the equity sharecapital of Kakatiya Industries Pvt. Ltd (KIPL), forthe 9 MW Hydro Electric project at Bargarh, Odisha.

The implementation of the above project was delayeddue to various reasons. As per the requirements ofthe Water Resources Department of the Governmentof Odisha, the project was required to be relocated toa distance of 200 mts from the dam.

In view of the altered plans of location, as well as thelapse of time, the parameters of the project cost haveundergone a change. As per the revised ProjectReport, the project cost has increased from Rs. 36crores to Rs. 58 crores. The requirements of equityas well as the loans for the project as per revisedproject report have increased. The sanction ofadditional loans on the basis of the revised projectcost is awaited. It is now necessary to commensuratelyincrease the equity for the project. It is thereforeproposed that your company make an investment notexceeding an additional Rs. 8 crores over and abovethe investment already sanctioned.

With the increase in the project cost, the projectionsof revenue have also increased in view of the rise inthe power tariffs during the intervening period. Asper the revised project cost and profitabilityprojections, the project has been found to be viable,and the economic projections are attractive.

The proposed investment requires the approval of themembers in terms of Section 372A of the CompaniesAct, 1956. The Resolution seeks your approvalaccordingly.

Your Board recommends that the resolution bepassed.

All your directors may be interested in the proposedResolution to the extent of their respectiveshareholdings in your company.

Item No 11:

Your Board of Directors have already recommendedyour approval for increase in investment of a furtheramount of Rs 8 crores in M/s KIPL forimplementation of Hydro Power Project.

With the enhancement of Project cost as described initem no. 10, the loan component has alsocommensurately increased to Rs 45 crores.

M/s KIPL has applied for additional term loan fromIREDA. If sanctioned, the total term loan will increasefrom Rs 33 crores to Rs 45 crores.

It is expected that IREDA will require the Companyto furnish a Corporate Guarantee for the enhancedloan amount of Rs 45 crores. The Board of Directorsmay be required to furnish the Corporate Guaranteeas per the stipulation of IREDA.

Hence, your Board seeks approval to the above statedresolution.

Sri. K. Madhu may be deemed to be directly orindirectly concerned or interested in this Resolution.

By Order of the BoardFor NCL Alltek & Seccolor Ltd.

Place: Hyderabad K. MadhuDate: 18.08.2012 Managing Director

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NCL ALLTEK & SECCOLOR LIMITEDDIRECTORS' REPORT

To

The Members

Your Directors have pleasure in presenting the TwentySixth Annual Report together with the auditedaccounts for the year ended 31st March, 2012.

FINANCIAL RESULTSYear ended Year ended 31.03.2012 31.03.2011Rs. in lakhs Rs. in lakhs

Sales and Other Income(Gross) 13269.82 12654.46Profit before Interest &Depreciation 1895.40 1912.42Profit before tax 1496.14 1455.26Profit after Tax 1033.49 945.63Proposed Dividend 318.16 318.16Transfer to GeneralReserve 650.00 505.00

OPERATIONS

During the year the turnover and net profit of thecompany has shown a marginal increase compared toprevious year due to intense competition. The cost ofraw material has also gone up and we did not pass onthe same to our customers to improve our marketshare.

DIVIDEND

Your Directors recommend a Dividend of 55% forthis year which is at par with the last year.

EXPANSIONS

Your Company is constantly looking for expansionand diversification opportunities. The company hasintroduced some new products like Grey cementRenders, Masonry Glue & Spatter dash in the market.(by Alltek Divison) The initial response isencouraging; we expect these products to performwell in future.

Seccolor & UPVC fabrication facilities have beensetup in Ghaziabad, Pune and Bhubaneswar to caterto the needs in U.P, Maharashtra and Odisha.

INVESTMENTS

Your company proposes to enter in to powergeneration business.

The Company wanted to enter into Hydro ElectricPower business and had taken permission for investingin M/s Kakatiya Industries Pvt Ltd in the state ofOdisha for Rs 12 Crores in 2006.

In view of the safety concerns expressed by Waterresource Department of State of Odisha the design ofthe project has been altered. Now the power house isbeing constructed 200 Meters away from Dam Toe.The alterations together with the increase in cost ofcement and steel resulted in increase of project costfrom Rs. 36 Crores to Rs. 58 Crores. However thisdoes not affect the profitability of the company aspower tariff is also going to be increased based onthe revised project cost.

Your Board desires to invest further and seeks yourpermission for a total investment upto Rs.20 Crores(including earlier approval upto Rs.12 Croresaccorded by the shareholders in its Extra ordinaryGeneral Meeting held on 23rd December, 2006) andGuarantee upto Rs.45 Crores (including earlierapproval upto Rs.33 Crores accorded by theshareholders in its Extra Ordinary General meetingheld on 24th October, 2008) in view of good prospectsof the Company in the long run.

Eastern Ghat Renewable Energy Limited.

Eastern Ghat Renewable Energy Limited (EGREL)was incorporated as a SPV Company and has appliedfor various Hydro Electric projects across the Country.Your Company has so far invested a sum of Rs.53lacs(Rupees Fifty Three Lakhs only) in the Equity Sharecapital of EGREL based on which M/s EGREL hasbecome a wholly owned subsidiary of your Company.

Your Company has successfully identified 4 HydroProjects for a total generation of 33 MW in Odisha.The detailed project reports are under preparation.Implementation of these projects will need substantialinvestments once the viability of the projects isestablished.

CHANGE OF REGISTERED OFFICEADDRESS.

For operational convenience the Registered office ofthe Company has been shifted to Plot No 1, BinduElegancy, Ganga Enclave, Petbasheerabad, Hyderbad– 500 067 from 7th Floor Raghava Ratna Towers,

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Chirag Ali lane, Hyderabad 500 001

FUTURE OUTLOOK

In near term as the economy is stabilizing we expectto have a healthy growth.

FIXED DEPOSITS

As on 31st March, 2012, Rs.208.07 Lacs of PublicDeposits are outstanding. The Company repaid all thematured deposits, which have been claimed. Thereare no unclaimed deposits.

ENVIRONMENT

Your Company is conscious of its continuingresponsibility towards creating, maintaining andensuring a safe and clean environment.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration asprovided in Section 217 (2A) of the Companies Act,1956, as amended upto date, whose particularsforming part of this report is to be annexed.

CONSERVATION OF ENERGY TECH-NOLOGY ABSORPTION AND FOREIGNEXCHANGE.

Information in accordance with the provisions ofSection 217 (1) (e) of the Companies Act, 1956 readwith the Companies (Disclosure of particulars in theReport of Board of Directors) Rules, 1988 regardingconservation of energy, technology absorption andforeign exchange earnings and outgo is given in theannexure forming part of this report.

DIRECTORS

Sri.K.JayaBharath Reddy and Smt.Shilpa Datla retireby rotation and are eligible for re- appointment. YourDirectors recommend that they be reappointed.

DIRECTORS’ RESPONSIBILITYSTATEMENT

Your Board in pursuance of Section 217 (2AA) ofthe Companies Act, 1956 in respect of Directors’Responsibility Statement hereby confirms.

i) That in the preparation of the accounts for the

financial year ended 31st March, 2012 theapplicable accounting standards have beenfollowed along with proper explanation relatingto material departures.

ii) That the Directors have selected such accountingpolicies and applied them consistently and madejudgments and estimates that were reasonable andprudent so as to give a true and fair view of thestate of affairs of the company at the end of thefinancial year and of the profit or loss of thecompany for the year under review.

iii) That the Directors have taken proper and sufficientcare for the maintenance of adequate accountingrecords in accordance with the provisions of theCompanies Act, 1956 for safeguarding the assetsof the Company and for preventing and detectingfraud and other irregularities

iv) That the Directors have prepared the accountsfor the financial year ended 31st March, 2012 ona going concern basis.

AUDITORS

M/s. K.R. Bapuji & Co. Chartered Accountants,Hyderabad, the Auditors of the Company retire at theconclusion of the ensuing Annual General Meetingand are eligible for re-appointment.

ACKNOWLEDGEMENTS

Your Directors would like to express their gratefulappreciation for the co- operation and assistancereceived from State Bank of Hyderabad, IndustrialFinance Branch, Punjagutta, Andhra Pradesh StateFinancial Corporation and Government Authoritiesduring the year. Your Directors wish to place on recordtheir deep sense of appreciation for the devotedservices of the employees at all levels.

For and on behalf of the Board

Place: Hyderabad, K.Jayabharath ReddyDate: 18.08.2012 Chairman

DIRECTORS' REPORT

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Information pursuant to the section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosureof particulars in the Report of the Board of Directors) Rules, 1988.

A. CONSERVATION OF ENERGY:

The Industry is not energy intensive. However, efforts are made to conserve energy at every possible area.

B. TECHNOLOGY ABSORPTION:

FORM-B

(See Rule 2)

Form for disclosure of particulars with respect to absorption.

Research and development (R&D)1. Specific areas in which R&D : a) Work was done to improve the quality and

carried out by the company: range of emulsion paints and exterior SprayPlasters.

b) Improving the quality of window accessoriesand range of sections for windows anddoors.

2. Benefits derived as a result of the above R&D : Wider Range of Superior Quality Products.3. Future plan of action : a) Constant improvement in quality, reduction

of production cost.4. Expenditure on R&D:

Capital : NilRecurring : Rs. 8.71 lacsTotal : Rs. 8.71 lacs.Total R&D expenditure as a percentage of total turnovers: 0.65%

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION.

1. Know how for production of cement renders and other related products were provided by Mr. Eje Sidmor ofSweden. The technology has been absorbed resulting in development of wide range of products.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

1. Activities relating to Exports, initiatives taken to increase export market for products and services andexport plans: Nothing to report.

2. Total Foreign ExchangeEarnings : 10.59 LacsOutgo : 2.24 Lacs

For and on behalf of the Board

Place: Hyderabad K.Jayabharath Reddy

Date: 18.08.2012 Chairman

ANNEXURE TO DIRECTORS’ REPORT

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NCL ALLTEK & SECCOLOR LIMITEDAUDITORS’ REPORT

ToThe members ofNCL ALLTEK & SECCOLOR LIMITED.

We have audited the attached Balance sheet of NCL Alltek& Seccolor Limited (‘the Company’) as at 31st March,2012, the Statement of Profit and Loss and the Cash FlowStatement of the Company for the year ended on that date,annexed thereto. These financial statements are the re-sponsibility of the Company’s management. Our respon-sibility is to express an opinion on these financial state-ments based on our audit.

We have conducted our audit in accordance with auditingstandards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtain rea-sonable assurance about whether the financial statementsare free of material misstatement. An audit includes ex-amining, on test basis, evidence supporting the amountsand disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used and sig-nificant estimates made by the management, as well asevaluating the overall financial statement presentation. Webelieve that our audit provides a reasonable basis for ouropinion.

As required by the Companies (Auditor’s Report) Order,2003 (‘the Order’), as amended, issued by the CentralGovernment of India in terms of sub-section (4A) of Sec-tion 227of the Companies Act, 1956 (‘the Act’), we en-close in the Annexure a statement on the matters specifiedin paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above,we report that :

(a) we have obtained all the information and explana-tions which to the best of our knowledge and beliefwere necessary for the purposes of our audit;

(b) in our opinion, proper books of account as requiredby law have been kept by the company so far as itappears from our examination of those books;

(c) the Balance Sheet, the Statement of Profit and Lossand the Cash Flow Statement dealt with by this re-port are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, the Statement ofProfit and Loss and the Cash Flow Statement dealtwith by this report comply with the AccountingStandards referred in sub-section (3C) of section211 of the Act.;

(e) on the basis of written representations received fromthe directors of the company, as at 31st March, 2012and taken on record by the Board of Directors, wereport that none of the Directors is disqualified as at31st March, 2012 from being appointed as a directorin terms of Section 274(1)(g) of the Act and;

(f) in our opinion and to the best of our informationand according to the explanations given to us, thesaid accounts read together with Significant Ac-counting Policies and other notes, give the informa-tion required by the Act, in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India:

i) in the case of Balance Sheet, of the state of affairsof the company as at 31st March, 2012;

ii) in the case of the Statement of Profit and Loss, ofthe profit of the Company for the year ended on thatdate; and

iii) in the case of Cash Flow Statement, of the cash flowsof the Company for the year ended on that date.

for K.R. BAPUJI & CO.Chartered Accountants.

(Regn. No.000395S)

K. R. BAPUJIPlace : Hyderabad Partner.Date : 30/06/2012 Membership No. 021169

ANNEXURE TO AUDITORS’ REPORT

(Referred to in our report of even date to the members ofNCL Alltek & Seccolor Limited for the year ended 31st

March, 2012)

(i) (a) The Company has maintained proper recordsshowing full particulars including quantitativedetails and situation of fixed assets.

(b) As explained to us, the fixed assets have beenphysically verified by the management duringthe year on a periodical basis, which in ouropinion is reasonable, having regard to the sizeof the company and nature of its assets. No

material discrepancies were noticed on suchphysical verification.

(c) In our opinion and according to theinformation and explanations given to us, thecompany has not disposed off a substantialpart of its fixed assets during the year.

(ii) (a) According to the information and explanationsgiven to us, the management has physicallyverified the inventories during the year. Inour opinion, the frequency of verification isreasonable having regard to the size and natureof business of the Company.

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(b) In our opinion and according to theinformation and explanations given to us, theprocedures of physical verification ofinventories followed by the management arereasonable and adequate in relation to the sizeof the company and the nature of its business.

(c) In our opinion and according to theinformation and explanations given to us, theCompany has maintained proper records ofits inventories. The discrepancies noticed onphysical verification of inventories ascompared to book records were not materialin relation to the size and nature of operationsof the company and have been properly dealtin the books of account.

(iii) (a) According to the information and explanationsgiven to us, the Company has advancedamounts as Inter-Corporate Deposits onvarious dates to two bodies corporate coveredin the register maintained under Section 301of the Companies Act, 1956 to the extent ofRs. 1505 lakhs. The maximum amountoutstanding during the year in the said loan/deposit accounts is Rs. 1550 lakhs includingRs. 300 lakhs brought forward from last yearin one of the said accounts. As at the end ofthe finacial year under this report, theaggregate balance outstanding in the said twoaccounts is Rs. 875 lakhs.

(b) In our opinion, the rate of interest and otherterms and conditions on which the loan hasbeen granted to the body corporate listed inregister maintained under Section 301 of theCompanies Act, 1956 are not, prima facie,prejudicial to the interest of the Company.

(c) In our opinion and as per the information andexplanations given to us, the receipt ofprincipal and interest are regular on the abovementioned loan.

(d) In our opinion and as per the information andexplanations given to us, there is no overdueamount of more than rupees one lakh inrespect of the above mentioned loan.

(e) According to the information and explanationsgiven to us, during the year, the Company hastaken unsecured loans/deposits from theparties covered in the register maintainedunder Section 301 of the Companies Act,1956. The brought forward balance in the saidaccounts is Rs. 22.05 lakhs from three suchparties and the Company has accepted furtheramounts aggregating to Rs. 30.48 lakhs fromone of the said parties and repaid the entire

outstanding amounts. The maximum amountinvolved in the said loan/deposit accountsamounted to Rs. 25.05 lakhs and balancesoutstanding as at the end of the year is Nil.

(e) In our opinion, the rate of interest and otherterms and conditions of the said loans/depositswere not, prima facie, prejudicial to theinterest of the Company.

(f) In our opinion and according to theinformation and explanations given to us, thepayment of principal amount and interest areregular.

(iv) In our opinion and according to the information andexplanations given to us, there are adequate internalcontrol procedures commensurate with the size ofthe Company and nature of its business for thepurchase of inventory, fixed assets and also for thesale of goods and services and we have not observedany continuing failure to correct major weaknessesin such internal controls.

(v) (a) In our opinion and according to theinformation and explanations given to us, theparticulars of contracts or arrangementsreferred to in Section 301 of the Act havebeen entered in the register required to bemaintained under that section.

(b) In our opinion and according to theinformation and explanations given to us, thetransactions made in pursuance of contractsand arrangements referred to in (v)(a) aboveand exceeding the value of Rs. 5 lakh withany party during the year have been made atprices which are reasonable having regard tothe prevailing market prices at the relevanttime.

(vi) In our opinion and according to the information andexplanations given to us, the company has compliedwith the provisions of Sections 58A, 58AA or anyother relevant provisions of the Companies Act, 1956and the rules framed there under with regard to thedeposits accepted from the public. No order hasbeen passed by the Company Law Board or NationalCompany Law Tribunal or Reserve Bank of Indiaor any Court or any other Tribunal on the Companyin respect of the aforesaid deposits.

(vii) The internal audit of the Company is carried out bya firm of Chartered Accountants appointed by themanagement of the company and in our opinion, thesaid internal audit system is commensurate with thesize and nature of its business.

(viii) We have broadly reviewed the books of accountmaintained by the Company relating to its products,

10


where, pursuant to the Rules made by the CentralGovernment of India, the maintenance of costrecords has been prescribed under Section 209(1)(d)of the Companies Act, 1956 and are of the opinionthat prima facie, the prescribed accounts and recordshave been made and maintained. We have not,however, made a detailed examination of the recordswith a view to determining whether they are accurateor complete.

(ix) (a) As per the records produced before us and theinformation and explanations given to us, thecompany is generally regular in depositingundisputed statutory dues including ProvidentFund, Investor Education and ProtectionFund, Employees’ State Insurance, Income-Tax, Sales-tax, Wealth-tax, Service taxCustoms Duty, Excise Duty, Cess and othermaterial statutory dues applicable to it, withthe appropriate authorities.

(b) According to the information and explanationsgiven to us and the records of the Companyexamined by us, there are no dues of income-tax, wealth-tax, customs duty and cess onaccount of any dispute. The particulars ofsales tax, excise duty and service tax whichhave not been deposited on account of adispute are as following :

(xi) In our opinion and according to the information andexplanations given to us, the company has notdefaulted in repayment of dues to financialinstitutions and banks.

(xii) According to the information and explanations givento us, the Company has not granted any loans andadvances on the basis of security by way of pledgeof shares, debentures and other securities.

(xiii) The provisions of any Special Statute applicable toChit Fund, Nidhi or Mutual Benefit Fund/Societiesare not applicable to the Company.

(xiv) As the Company is not dealing or trading in shares,securities, debentures and other investments,paragraph (xiv) of the Companies (Auditors Report)Order, 2003 is not applicable to the Company forthe year.

(xv) In our opinion, the terms and conditions on whichthe Company has given guarantee for loan taken byother company from a financial institution are notprejudicial to the interest of the Company.

(xvi) To the best of our knowledge and belief andaccording to the information and explanations givento us, term loans availed by the Company were,prima facie, applied by the Company during the yearfor the purposes for which the loans were obtained.

(xvii) According to the cash flow statement and recordsexamined by us and according to information andexplanations given to us, on overall basis, fundsraised on short term basis have, prima facie, not beenused during the year for long term investment.

(xviii) The Company has not made any preferentialallotment of shares to parties and companies coveredunder register maintained under Section 301 of theCompanies Act, 1956.

(xix) The company has not issued debentures during theyear. Therefore, paragraph 4(xix) of the Companies(Auditor’s Report) Order,2003 is not applicable tothe Company.

(xx) The company has not raised any money by way ofpublic issue during the year.

(xxi) To the best of our knowledge and belief andaccording to the information and explanations givento us, no fraud on or by the Company was noticedor reported during the year.

for K.R. BAPUJI & CO.Chartered Accountants.

(Regn. No.000395S)

K. R. BAPUJIPlace : Hyderabad Partner.Date : 30/06/2012 Membership No. 021169

(x) The company does not have any accumulated lossesand has not incurred any cash losses during thefinancial year covered by our report or in theimmediately preceding financial year.

Name of the Nature of Forum where Year Amountstatute. the Dues dispute is pending (Rs. in lacs)

The APGST Act,1957 APGST A P High Court 1999-00 6.91 -do- -do- 2000-01 11.93 -do- Sales Tax Appellate Tribunal

Hyderabad 1999-00 7.83 -do- -do- 2001-02 3.49 -do- -do- 2002-03 3.98 -do- -do- 2004-05 7.01

The APGST Act, 1957 APGST Appellate Dy.Commissioner (CT), 2003-04 4.59Secunderabad Division

AP VAT Act, 2005 APVAT -do- 2009-10 228.42 -do- -do- 2010-11 343.34

The CST Act, 1956 CST AP High Court 1999-00 0.72 -do- -do- 2000-01 2.97

Sales Tax AppellateTribunal, Hyderabad 1999-00 1.17 -do- 2001-02 2.28 -do- 2002-03 13.29 -do- 2003-04 8.44 -do- 2004-05 5.84

The Kerala GST Act, KGST Appellate Dy. Commissioner1963 Ernakulum. 2002-03 0.89

-do- 2003-04 11.49 -do- 2004-05 17.24

11

NCL ALLTEK & SECCOLOR LIMITEDBALANCE SHEET AS AT 31ST MARCH 2012

As per our report attached For and on behalf of the Boardfor K.R.BAPUJI & CO.,Chartered Accountants(Firm Reg. No. 000395 S)

K.MADHUManaging Director

K.R.BAPUJIPartnerM.S.No.021169

SRIKANTH SANGAICompany Secretary

Place : HyderabadDate : 30.06.2012

I EQUITY AND LIABILITIES1 SHAREHOLDERS’ FUNDSa) Share capital 2 578.49 578.49b) Reserves and surplus 3 6,321.78 5,661.65

6,900.27 6,240.142 NON-CURRENT LIABILITIESa) Long-term borrowings 4 1,074.08 506.12b) Deferred tax liabilities (net) 5 173.94 175.80c) Other long-term liabilities 6 42.60 44.85d) Long-term provisions 7 201.15 166.40

1,491.77 893.173 CURRENT LIABILITIESa) Short-term borrowings 8 1,698.42 1,200.65b) Trade payables 9 388.41 453.21c) Other current liabilities 10 1,620.96 1,488.73d) Short-term provisions 11 469.50 380.12

4,177.29 3,522.71TOTAL 12,569.33 10,656.02

II ASSETS1 NON-CURRENT ASSETSa) Fixed assets 12(i) Tangible assets 3,409.68 3,061.69(ii) Capital work-in-progress 46.05 226.74

3,455.73 3,288.43b) Non current investments 13 1,976.30 1,715.40c) Long-term loans and advances 14 1,190.49 1,096.03

6,622.52 6,099.862 CURRENT ASSETSa) Inventories 15 1,546.89 1,337.56b) Trade receivables 16 2,874.71 2,513.28c) Cash and Bank Balances 17 296.00 162.31d) Short-term loans and advances 18 1,018.41 409.75e) Other Current assets 19 210.81 133.26

5,946.82 4,556.16TOTAL 12,569.33 10,656.02

Significant Accounting policies 1

AS AT31.03.11

Note No.AS AT

31.03.12

K.JAYABHARATH REDDYChairman

Rs. in Lakhs Rs. in Lakhs

12

NCL ALLTEK & SECCOLOR LIMITEDSTATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31st MARCH 2012






Year ended31.03.11

Note No.Year ended

31.03.12

1 Revenue from operations (Gross) 20 13,269.82 12,654.46Less: Excise Duty 1,162.40 1,117.56Revenue from Operations (net) 12,107.42 11,536.90

2 Other Income 21 225.23 149.60

3 Total Revenue (1+2) 12,332.65 11,686.50

4 Expenses(a) Cost of materials consumed 22 5,510.18 5,504.88(b) Purchases of Traded Goods 23 2,567.99 2,288.27(c) Changes in inventories of finished goods, work-in-progress 24 (47.74) (122.99)(d) Employee benefits expenses 25 1,299.76 1,169.15(e) Finance costs 26 416.33 285.20(f) Depreciation and amortisation expenses 12 196.20 176.00(g) Other expenses 27 1,107.06 934.77

Total Expenses 11,049.78 10,235.28

5 Profit before exceptional/extraordinary items (3 - 4) 1,282.87 1,451.22

6 Exceptional/Extraordinary itemsProfit on sale of asset 213.27 4.04

7 Profit / (Loss) before tax (5 +6 ) 1,496.14 1,455.26

8 Tax expense:(a) Current tax 464.52 486.95(b) Deferred tax (1.87) 462.65 22.68 509.63

9 Profit / (Loss) for the year (7-8) 1,033.49 945.63

10 Earnings per share (of ‘ Rs 10/- each):(a) Excluding Exceptional Items 14.92 17.94(b) Including Exceptional Items 17.87 18.01



Rs. In LakhsRs. In Lakhs

13

NCL ALLTEK & SECCOLOR LIMITEDCASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2012Rs. In Lakhs

As at As at31-03-2012 31-03-2011






A. Cash Flow from operating activitiesNet Profit Before Tax 1282.87 1451.22Profit on sale of asset 213.27 1496.14 4.04 1455.26Adjustments for :Interest & Financial Charges 416.33 285.20Depreciation 196.20 176.00(Profit)/Loss on Sale of Fixed Assets 0.79 3.87(Profit)/Loss on Sale of Investiments – 613.32 – 465.07Operating Profit before working Capital changes 2109.46 1920.33Adjustments for :(Increase)/ decrease in Long term Loans & Advances (94.45) 119.85(Increase)/ decrease in Short Term Loans & Advances (608.65) (228.62)(Increase)/ decrease in Other Current Assets (77.54) (66.79)(Increase)/decrease in Trade & Other Receivables (361.44) (459.68)(Increase)/decrease in Investments (260.90) (470.08)(Increase)/decrease in Inventories (209.33) (304.47)Increase/(decrease) in Long Term Liabilities & Provisions 32.49 18.10Increase/(decrease) in Current Liabilities & Trade payables 67.46 (1512.35) 342.88 (1048.81)Cash Generated from Operations 597.11 871.52Direct Taxes Paid 373.91 514.06Prior Period Adjustment -Taxation 3.58 13.57Cash from Operating Activities 219.62 343.89

B. Cash Flow from Investing ActivitiesPurchase of Fixed Assets (418.91) (858.30)Sale of Fixed Assets 54.58 25.33Income on Investments – –Net Cash From Investing Activities (364.33) (832.97)

C. Cash Flow from Financing ActivitiesEquity share capital & Share premium – 1090.16Long Term Borrowings-Receipts/(Repayments)[Net] 567.96 (138.95)Short Term Borrowings-Receipts/(Repayments)[Net] 497.76 172.01Interest Paid (416.33) (285.20)Dividend Paid (318.16) (198.40)Tax on Dividend (52.84) (33.72)Net Cash From Financing Activities 278.39 605.90Net Increase/(Decrease) in Cash & Cash Equivalents(A+B+C) 133.68 116.82Cash & Cash Equivalent as at Beginning of Year 162.31 45.49Cash & Cash Equivalent as at End of Year 295.99 133.68 162.31 116.82Component of Cash & Cash EquivalentCash on Hand (0.24) (1.19)Balances with Banksin Current Account 130.13 104.87Margin Money & Deposits with banks 1.47 9.58in Unpaid Dividend 2.32 3.56

133.68 116.82


14

NCL ALLTEK & SECCOLOR LIMITEDNOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2012

Corporate InformationNCL Alltek & Seccolor Limited (the company), wasincorporated under the Companies Act, 1956.The Company consists of two divisions namely Alltek andSeccolor.

Alltek has started manufacturing spray plasters in the year1988 with technology from M/s.ICP Sweden. Alltekcompany is the pioneer of manufacturing acrylic basedputties (spray plasters) in India, and today it is the largestmanufacturer of spray plasters in India. Alltek is alsomanufacturing emulsion paints including textured paints,White cement based putty and other Cement based productslike Tile adhesive, Mortars and Plasters

Seccolor has started manufacturing pre-painted steel doors,windows, partitions, glazings etc., in 1988 with technologyfrom M/s Industries Secco S.P.A of Italy and marketingthe products under the brand name of Seccolor. InitiallySeccolor was a separate company but due to synergy ofoperations, it was merged with Alltek Coating ProductsLtd in the year of 2003. Seccolor is also fabricating UPVCdoors, windows etc., under the brand name of Wintech.

1.1 Significant Accounting Policies:A) Basis of PreparationThe financial statements are prepared in accordancewith Generally Accepted Accounting Principles inIndia (GAAP) under the historical cost conventionon the accrual basis except as disclosed in the notesand materially comply with the mandatory AccountingStandards as prescribed by the Companies(Accounting Standards) Rules, 2006, the provisionsof the Companies Act, 1956 and The Institute ofChartered Accountants of India except to the extentdisclosed in the following notes. The accountingpolicies adopted in preparation of financial statementsare consistent with those of previous year except forchange in accounting policy initially adopted or arevision to the existing accounting policy that requiresa change as against the one hitherto in use.

During the year ended 31st March 2012, the RevisedSchedule VI notified under the Companies Act, 1956,has become applicable to the company, for preparationand presentation of its financial statements. Theadoption of Revised Schedule VI does not impactrecognition and measurement principles followed forpreparation of financial statements. However it hassignificant impact on the presentation and disclosuresmade in the financial statements.

B) Use of EstimatesThe preparation of financial statements requiresmanagement to make estimates and assumptions thataffect the reported amounts of assets and liabilities and

disclosures relating to contingent liabilities as at theBalance Sheet date and the reported amounts of incomeand expenses during the year.

Contingencies are recorded when it is probable that aliability will be incurred and the amounts canreasonably be estimated. Differences between theactual results and estimates are recognized in the year inwhich the results are known / materialized.

C) Fixed Assets and Depreciation:1) Tangible Assets:i) Gross Block:a) Fixed Assets are stated at cost of acquisition

inclusive of inland freight, duties, taxes andincidental expenses related to acquisition withdue adjustments for Cenvat / VAT credits.

b) Capital Work-in-progress includes Machinery tobe installed, Construction & Erection Materials,and unallocated preoperative expenses etc.

ii) Depreciation:a) Depreciation is provided on fixed assets used

during the year under Straight Line Method atthe rates specified in the Schedule XIV of theCompanies Act, 1956.

b) The company adjusts exchange difference arisingon translation / settlement of long-term foreigncurrency monetary items, if any, by restating theliabilities as at balance sheet date pertaining toacquisition of a depreciable asset to the cost ofthe asset and depreciates the same at theapplicable rate in respect of such asset.

2) Intangible Assets:Intangible assets are stated at cost of acquisitionless accumulated amortization. This includescomputer software packages (ERP and others).Amortization is done on straight line basis at therates specified in the Schedule XIV of theCompanies Act, 1956.

D) Revenue Recognition:All expenses and income to the extent consideredpayable and receivable respectively unless specificallystated to be otherwise are accounted for on mercantilebasis.

E) Sales:Sales include excise duty, wherever applicable andrebate, discounts, claims, expenses incurred onconsignment sales etc. are excluded there from. Saleson consignment and expenses there against are beingaccounted for based on account sales from therespective consignee.

15


F) Investments:Long Term Investments are stated at cost lesspermanent diminution, if any, in value. CurrentInvestments are carried at lower of cost or fair value.

G) Inventories:Inventories are valued at lower of the cost or netrealizable value. Cost in respect of raw materials,Components, stores and Spares and PackingMaterials have been calculated on First in First out(FIFO) basis, which includes expenses incidental toprocurement of the same. Cost in respect of finishedgoods includes manufacturing expenses, factory andadministrative overheads and excise duty. Cost inrespect of work-in-progress represents, cost incurredup to the stage of completion.

H) Foreign Currency Transactions:Foreign Currency transactions are initially recordedat the exchange rate prevailing on the date oftransaction. Foreign currency assets and liabilities areretranslated at exchange rates prevailing at thereporting date.

I) Retirement Benefits:i) Provident & Family Pension Fund: In accordance

with the provisions of the Employee ProvidentFunds and Miscellaneous Provisions Act, 1952,eligible employees of the company are entitledto receive benefits with respect to provident fund,a defined contribution plan, in which both thecompany and employee contribute monthly toProvident Fund Scheme, by the CentralGovernment at a determined rate and theCompany’s contribution is charged off to theStatement of Profit and Loss.

ii) Leave Encashment Benefits: Leave encashmentbenefits payable to employees to the extent of50% of accrued leave in excess of 60days leaveaccrued to their account while in service,retirement and death while in service or ontermination of employment with respect toaccumulated leaves outstanding at the year endare accounted for on basis of actuarial valuationat the balance sheet date. The present value ofsuch obligation is determined by the projectedunit credit method as at the balance sheet datethrough which the obligations are settled. Theresultant actuarial gain or loss on change inpresent value of defined benefit obligation orchange in return of the plan assets is recognizedas an income or expense in the Statement of Profitand Loss.

J) Borrowing Costs:Borrowing costs that are attributable to theacquisition, construction or production of a qualifying

asset are capitalized as part of cost of such asset tillsuch time as the asset is ready for its intended use orsale. A qualifying asset is an asset that necessarilyrequires a substantial period of time to get ready forits intended use or sale. All other borrowing costs arerecognized as an expense in the period in which theyare incurred.

In accordance with Accounting Standard 16,Borrowing cost includes interest, amortization ofancillary cost incurred with the arrangement ofborrowing and exchange differences arising fromforeign currency borrowing to the extent they areregarded as an adjustment to the interest cost.

K) Contingent Liabilities:Contingent liabilities are generally not provided forand are disclosed by way of notes to the accounts.

L) Segment Reporting:The accounting policies adopted for segment reportingare in line with the accounting policies adopted infinancial statements.

M) Export Benefits:Export benefits arising on account of entitlement forduty free imports are accounted for through import ofmaterials. Such benefits under Duty Entitlement PassBooks (DEPB) are accounted for on accrual basis.

N) Government Grants & Other ClaimsRevenue grants including subsidy / rebates, refunds,claims etc. are credited to Statement of Profit and Lossunder ‘Other Income’ or deducted from the relatedexpenses. Grants relating to fixed assets are creditedto Capital Reserve Account or adjusted in the cost ofsuch assets as the case may be, as and when theultimate realizbility of such grants etc. are established/realized.

O) Income TaxProvision for Tax is made for both current and deferredtaxes. Current tax is provided on the taxable incomeusing the applicable tax rates and tax laws. Deferredtax assets and liabilities arising on account of timingdifferences, which are capable of reversal insubsequent periods are recognized using tax rates andtax laws, which have been enacted or substantivelyenacted.

P) Derivative Instruments:Derivative transactions of Interest and ForeignCurrency Swap and Option contracts are accountedfor on their settlement and accordingly the gains /losses arising there from are recognized in theStatement of Profit and Loss as and when thesettlement takes place in accordance with the termsof respective contracts.

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2012

16


2 SHARE CAPITAL2.1 Authorized Shares

Equity Shares of Rs.10/- each 150.00 1500.00 150.00 1500.002.2 Issued Shares 69.60 696.04 69.60 696.042.3 Subscribed and Paid up Shares

Equity Shares of Rs.10/- each 57.84 578.48 57.84 578.48

Total 57.84 578.48 57.84 578.48

2.4 Reconciliation of Shares outstanding at the beginningand at the end of the reporting periodOpening number of Shares Outstanding 57.84 578.48 57.84 578.48Closing number of Shares Outstanding 57.84 578.48 57.84 578.48

2.5 Aggregate Number of bonus shares issued,share issued for consideration other than cash .

a) Equity shares allotted as fully paid bonus shares by 4.00 40.00 4.00 40.00capitalization of reserves

b) Equity shares issued asfully paid pursuant toamalgamation of NCL Seccolor Ltd 12.88 128.76 12.88 128.76

2.6 Terms/rights attached to equity sharesThe company has only one class of equity shares having a par value of Rs 10/- per share . Each holder of equityshare is entitled to one vote per share. The dividend proposed by the Board of Directors is Rs 5.50/- per sharesubject to the approval of the shareholders in the ensuing Annual General Meeting. (Previous year Rs.5.50 pershare declared and distributed). In the event of liquidation of the company, the holders of equity shares will beentitled to receive any of the remaining assets of the company,after distribution of all preferential amounts. Thedistribution will be in proportion to the number of equity shares held by the share holders.

2.7 Details of shareholders holding more than 5% shares in the company

Sri .K.RAVI 3.81 6.59 3.81 6.59Sri. Ashven Datla 5.00 8.64 5.00 8.64Sri. K.Gautham 3.64 6.29 3.64 6.29Smt.K.Pooja 3.49 6.03 3.49 6.03M/S.NCL Homes Limited 5.00 8.64 5.00 8.64M/S. Industrial Development Bank of India 2.97 5.13 2.97 5.13

3 RESERVES AND SURPLUS3.1 Capital Reserve

Opening Balance 1502.14 1502.143.2 General Reserve

Opening Balance 4000.00 3495.00Add: Transferred from Surplus 650.00 505.00Closing Balance 4650.00 4000.00

3.3 SurplusOpening Balance 159.51 103.46Add/(Less) : Profit/(Loss) during the year 1033.49 945.63Less: Transfer to General Reserves (650.00) (505.00)

Prior period Adjustment - Taxation (3.58) (13.58)Proposed Dividend (318.16) (318.16)Tax on Proposed Dividend (51.62) (52.84)

Closing Balance 169.64 159.51

Total 6321.78 5661.65

No. of Shares(In Lakhs)

As at31-03-2012

As at31-03-2011

Rs. in LakhsNo. of Shares

(In Lakhs) Rs. in Lakhs

No. of Shares(In Lakhs) % holding

No. of Shares(In Lakhs) % holdingName of the share holder

NoteNo.

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2012

Rs. in LakhsRs. in Lakhs

17


4 LONG TERM BORROWINGS

4.1 Secured Loans

a) Term Loan form APSFC 0.00 87.19 87.19 284.04

b) Term Loan form Religare Finvest Ltd. 873.13 92.05 – –

c) Term Loan form SBH 105.84 254.64 327.15 266.75

d) Hirepurchase 80.35 85.73 66.28 102.28

4.2 Deposits:(unsecured):

from Directors – 5.00 – 0.39

from others 14.76 188.31 25.50 152.89

(Including interest Rs.7.36 Lakhs (previous year Rs.9.95 lakhs) 1,074.08 712.92 506.12 806.35

Less : Amount shown under other current liabilities (Note No 10) 0.00 712.92 – 806.35

Total 1,074.08 – 506.12 –

Secured Loans

Terms of Repayment and rate of interest

a) Term loan from APSFC is repayable during the year 2012-13 with interest @ 12.50% p.a secured by way

of mortgage of company’s all immovable properties and is further guranteed by directors in their personal

capacities

b) Rupee Term Loan of Rs.965.18 Lakhs is repayable in 81Monthly instalments. Rs.92.05 lakhs repayable in

2012-13 and the balance Rs.873.13 lacs repayalbe in sub sequent years and it carries an interest @ 14.5 %

p.a.Guarantee given by M/S.NCL Homes Ltd, Sri.K.madhu, Sri.G.Raghunadh,Sri.P.Satyanarayana Raju,

Smt.K.Anuradha, Mr.K.Gautam, Mr.D.Ashven, Smt.K.Pooja, Smt.P.Valli & Mrs.V.Srilakshmi

c) Rupee Term Loan of Rs.360.48 Lakhs is repayable in 17 Monthly instalments of Rs.21.20 lakhs each and

it carries an interest @ 15 % p.a. Secured by way of first pari- passu charge on the moveble & immovable

properties of the company both present & future . And pledge of 14 lakhs shares of NCL Industries Ltd.

of Rs.10/- face value

d) Hire Purchase Loan of Rs.166.08 Lakhs repayable in 27 Monthly Instalments.Rs.85.73 lakhs payable in

2012-13 and the balance Rs.80.35 Lakhs repayable in sub sequent years and it carries an interest @ 9.75 %

p.a.. Secured by Hypothecation of Vehicles.

Deposits:(unsecured):

Fixed Deposits are Repayble in 2012-13 Rs. 193.31 Lakhs ,in 2013-14 Rs.12.29 Lakhs in 2014-15 Rs.

2.47 Lakhs and it carries an interest @ 12.5 % p.a.

5 DEFERRED TAX LIABILITIES (NET)

5.1 Deferred Tax Liability

Fixed Asset - Impact of Difference between tax depreciation

and depreciation charged in the financial statement 252.32 236.25

Gross Deferrred Tax Liability 252.32 236.25

5.2 Deferred Tax Asset

Impact of Expenditure charged to statement of Profit & Loss

but allowed only on actual payment for tax purpose 78.39 60.45

Gross Deferrred Tax Asset 78.39 60.45

5.3 Net Deferred Tax Liability (net) 173.94 175.80

As at 31-03-2012 As at 31-03-2011

Non Current Current Non Current Current

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2012NoteNo.

Rs in lakhs

18


As at 31-03-2012 As at 31-03-2011

6 OTHER LONG TERM LIABILITIES

Deposits from Customers 42.60 44.85

Total 42.60 44.85

7 LONG TERM PROVISION

For Employee Benefits ( Refer Note No -33 )

Gratuity & Unavailed Leave 201.14 166.40

Total 201.14 166.40

8 SHORT TERM BORROWINGS:- From Banks

8.1 Secured

Working Capital Loans - from Banks

Rupee Loan 1,698.41 1,176.36

(The working capital loan from State Bank of Hyderabad,Industrial Finance Branch,Hyderabad is secured

by way of first charge on current assets and second charge on fixed assets of the company and is further

guaranteed by Mr.K.Ravi,Mr.G.D.L.S.N Raju,Mr.K.S.Narayana Rao, Directors,Mr.Bimal V.Goradia,

Executive Director & Mr.K.Madhu, Managing Director,in their personal capacities.)

8.2 Unsecured loans

from Directors – 17.00

from others – 7.29

Total 1,698.41 1,200.65

9 TRADE PAYABLES

9.1 Trade payables 388.41 453.22

( Refer Note No.36 for amount due to related parties and

Note No.30 for disclosure about MSME dues)

Total 388.41 453.22

10 OTHER CURRENT LIABILITIES

10.1 Current maturities of long-term borrowings ( Refer Note No 4) 712.92 806.35

10.2 Interest accrued but not due on borrowings 4.85 0.00

10.3 Unpaid dividends * 25.30 22.98

10.4 Others

- Creditors for capital goods 12.27 2.99

- Statutory Dues 165.58 114.87

- Advance from Customer 518.14 341.56

- Outstanding Expenses 181.91 199.95

Total 1620.97 1488.70

*The same is not due for payment to Investors Education and Protection Fund

11 SHORT TERM PROVISIONS

Taxation (net) 99.72 9.11

Proposed Dividend 318.16 318.16

Tax on proposed dividend 51.62 52.84

Total 469.50 380.11


NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2012NoteNo.

19

NC

L ALLTEK

& SEC

CO

LOR

LIMITED

Note No : 12Fixed Assets (i) Tangible Assets

1 Land 1104.11 6.77 46.72 1064.16 – – – – 1064.16 1104.11

2 (a) Factory Buildings 701.38 150.25 – 851.63 131.14 27.22 – 158.36 693.27 570.24

(b) Non Factory Buildings 245.99 117.78 – 363.77 10.15 4.28 – 14.43 349.34 235.84

3 Plant & Equipments 2022.27 121.37 – 2143.64 1184.57 98.72 – 1283.29 860.35 837.70

4 Spray Equipment 8.22 0.00 – 8.22 5.86 0.39 – 6.25 1.97 2.36

5 Lab Equipment 3.99 0.31 – 4.30 1.52 0.20 – 1.72 2.58 2.47

6 Furniture 49.96 56.98 – 106.94 44.16 3.83 – 47.99 58.95 5.80

7 Vehicles 399.52 134.46 17.10 516.88 108.95 53.93 8.39 154.49 362.39 290.57

8 Office Equipment 59.43 9.49 – 68.92 52.10 4.32 – 56.42 12.50 7.33

9 Computers 19.28 2.20 – 21.48 14.00 3.31 – 17.31 4.17 5.28

TOTAL 4614.15 599.60 63.82 5149.94 1552.45 196.20 8.39 1740.26 3409.68 3061.70

Previous Year 3856.01 795.66 37.52 4614.15 1384.80 175.99 8.32 1552.47 1890.38 2471.21

DESCRIPTION GROSS BLOCK NET BLOCKDEPRECIATION

(Rs. in Lakhs)

NAME OF THE ASSET As at01.04.2011

Additions Delitions As at31.03.2012

For theYear

AdjustmentAs at01.04.2011

As at31.03.2012

As at31.03.2012

As at31.03.2011

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 ST MARCH 2012

20


As at 31-03-2012 As at 31-03-2011


Notes to Financial Statements for the year ended 31st March 2012NoteNo.

13 NON CURRENT INVESTMENTS:

13.1 QUOTED:

a) Vijaya Bank 0.04 0.04

400 Equity shares of face value of Rs.10/- each

Market value Rs.0.22 lakhs ( Previous year Rs.0.32 lakhs )

b) NCL Industries Limited 707.57 671.85

15,50,371 Equity shares of face value of Rs.10/- each

Market vakue Rs.758.91 lakhs (Previous year 14,51,117

Equity shares of Rs.10/- each market value Rs.384.55 lakhs)

(out of the above 14,00,000 equity shares pledged with SBH,

Ind.Fin.Branch,Hyd as security for the term loan, refer Note No.4)

13.2 UNQUOTED:

a) Bhimavaram Hospitals Limited 3.50 3.50

35,000 Equity shares of Rs.10/- each

b) NCL Wintech India Limited 1074.89 849.71

1,07,48,900 equity shares of Rs.10/- each

(previous year 84,97,150 equity shares Rs.10/- each)

c) Investment in Subsidiry Companies: 70.00 70.00

i) Spantile Manufacturing Company Pvt Ltd

20,460 Equity shares of Rs.100/- each

ii) Kayvees (India) Indst. Pvt Ltd 120.30 120.30

36,050 Equity shares of Rs.100/- each.

Total 1,976.30 1715.40

14 LONG TERM LOANS AND ADVANCES (Unsecured)

Capital Advances

- considered good 1180.75 1087.36

Security Deposits

- considered good 9.73 8.67

Total 1190.48 1096.03

15 INVENTORIES (Valued at lower of Cost and Net Realisable Value)

Raw Materials & Packing Materials 816.07 707.95

Work-in-Progress – 21.90

Finished Goods 499.71 430.07

Stores & Spares 231.11 177.64

Total 1546.89 1337.56

21


16 TRADE RECEIVABLES (Unsecured)

- Exceeding Six Months

- Considered good 794.64 625.97

- Doubtful 22.28 –

816.92 625.97

Less : Provision for doubtful Receivables 22.28 0.00

794.64 625.97

- Other Receivables considered good 2080.07 1887.30

( Refer Note No.36 for amount due from related parties ) 2080.07 1887.30

Total 2874.71 2513.27

17 CASH AND BANK BALANCES

17.1 Cash and Cash Equivalents

Cash on Hand 2.62 2.86

17.2 Balances with Banks

in current account 196.21 66.08

in Dividend accounts 25.30 22.98

224.13 91.92

17.3 Others

Margin Money 60.81 59.91

(against bank guarantees)

Deposit with bank more than 12 months maturity 11.05 10.48

(Refer Note no.31 for deposit with banks)

Total 295.99 162.31

18 SHORT TERM LOANS AND ADVANCES (Unsecured)

Intercorporate Deposites - Related Parties 875.00 300.00

Deposit with Related Parties 28.23 32.12

Deposit with Others 52.57 17.23

Advance to Suppliers & Services 55.55 53.95

Advance to Staff 7.05 6.45

Total 1018.40 409.75

19 OTHER CURRENT ASSETS

Balance with Government Authorities 185.96 119.49

EMD & Security Deposits ( Refer note No. 38 ) 5.03 4.59

Interest Receivable 0.71 1.10

Prepaid Expenses 19.10 8.08

Total 210.80 133.26

As at 31-03-2012 As at 31-03-2011


NoteNo.

Notes to Financial Statements for the year ended 31st March 2012

22

NCL ALLTEK & SECCOLOR LIMITEDYear Ended31-03-2012

Year Ended31-03-2011



20 REVENUE FROM OPERATIONS20.1 Sale of Manufactured Products

- Plasters 3715.02 3850.64- Paints 1672.76 1619.25- Skim Coat 757.51 583.54- Profiles 3520.34 3375.23- Doors & Windows (Steel & UPVC) 1440.46 1336.70- Job Work & Fabrication Receipts 335.58 297.88Construction Receipts 40.21 67.29

20.2 Sale of Traded Products- Accessories, Spares and Infill 2447.33 2267.35

20.3 Other Operating Revenue- Sale of Containers & Scrap 83.86 75.10- Installation 319.15 242.54Hire Charges 45.00 41.90 GROSS SALES 14377.22 13757.42Less : Sales Tax 1107.40 1102.96

13269.82 12654.46Less : Excise Duty 1162.40 1117.56 NET SALES 12107.42 11536.90

21 OTHER INCOMESInterest 175.04 118.72Dividend 23.16 14.52Rent 27.03 16.36

Total 225.23 149.60 22 22.1 COST OF MATERIALS CONSUMED

Opening Stock 707.95 551.45Add : Purchases 5618.30 5661.38

6326.25 6212.83Less : Closing Stock 816.07 707.95Cost of materials consumed 5510.18 5504.88(Refer Note No.36 for Purchases from related parties )

22.2 Details of Raw Materials consumedChemicals 1809.14 1836.26Colourents 277.21 199.58Fillers 660.71 665.59Packing Materials 429.24 456.96Steel Coils & Others 1948.56 1824.05UPVC Profiles & Accessories 384.62 477.67Cost of Construction Materials & Labour charges 0.70 44.77

Total 5510.18 5504.8822.3 Details of Raw Material Inventory

Chemicals 170.94 240.27Colourents 24.98 8.54Fillers 95.36 67.12Packing Materials 128.46 94.55Steel Coils & Others 235.11 173.55UPVC Profiles & Accessories 161.22 123.22Cost of Construction Materials & Labour charges – 0.70 Total 816.07 707.95

23 DETAILS OF TRADED GOODS PURCHASEDStores , Spares & Infill 2307.39 2082.04Installation 260.60 206.23

Total 2567.99 2288.27 24 24.1 CHANGES IN INVENTORIES of Finished goods and work in progress

Opening StockWork in process 21.90 23.86 –Finished Goods 430.07 451.97 305.12 328.98Closing StockWork in process – 21.90Finished Goods 499.71 499.71 430.07 451.97

Total (47.74) (122.99)

NoteNo.

23


24.2 Details of InventoryWork in Progress - Construction – 21.90 Total – 21.90

24.3 Finished GoodsSpray Plasters 44.32 34.13Paints 100.70 111.21Skimcoat 7.08 3.44Steel 343.41 275.20UPVC 4.20 6.08 Total 499.71 430.06

25 EMPLOYEE BENEFIT EXPENSESSalaries, Wages, Bonus and Other Benefits 1099.21 990.58Contribution to Provident and Other Fund 133.81 123.36Employees Welfare 66.73 55.21(Refer Note No.32 for amount Capitilised ) Total 1299.76 1169.15

26 FINANCE COSTInterest Expenses 416.33 285.20(Refer Note No.32 for amount Capitilised ) Total 416.33 285.20

27 OTHER EXPENSESPower & Fuel 100.53 80.08Consumption of Stores & Spares 2.11 2.86Handling & Transport charges 16.45 12.94Freight, Packing, Forwarding & LD Charges 12.80 –Repairs & Maintenance :- Plant & Equipment 34.24 33.61- Buildings 0.78 1.53- Others 7.56 42.58 10.25 45.39Directors’ Remuneration 76.13 76.66Rent 80.99 36.06Legal & Professional Charges 38.70 32.47Internal Audit Fee 1.80 1.80Licence,Fee & Taxes 7.16 7.93Office Maintenance 32.88 24.72Postage & Telephones 39.82 38.77Printing & Stationery 16.60 15.88Sales Promotion 117.61 141.77Security Services 25.08 25.51Travelling & conveyance 117.61 100.06Vehicle Maintenance 9.27 8.46Freight Out ward 276.49 224.60Insurance 4.47 4.65Loss on sale/discard of fixed Assets (net) 0.79 3.87Auditors’ Remuneration :- Audit fee 0.90 0.80- Tax Audit 0.50 0.40- Out of Pocket Expenses 0.08 0.08Bad debts written off 39.22 18.29Research & Development 8.71 6.20Donations 0.61 4.62Directors Travelling & Conveyance 0.38 0.25Directors Sitting Fee 1.75 0.76Bank Charges 12.77 18.89Provision for Doubtfull Debts 22.28 – Total 1107.06 934.77



NoteNo.



24


2010-11Rs. in Lakhs

2011-12Rs. in Lakhs

28. Contingent Liabilities not provided for :

a) Guarantees given by banks on behalf of the Company. 110.71 73.66

b) Counter Guarantee to IREDA with respectto term Loan to NCL Industries Ltd 1498.00 1498.00

c) Various demands raised, which in the opinion of themanagement are not tenable and are pending withvarious forums / authorities :

Sales Tax 681.83 188.71

29. In the opinion of the Management, Current Assets and Loans & Advances have the value at which theseare stated in the Balance Sheet, if, realized in the ordinary course of business, unless otherwise stated andadequate provisions for all known liabilities have been made and are not in excess of the amount reasonablyrequired.

30. Disclosure of Trade Payables under current/Non Current liabilities is based on the information availablewith the company regarding the status of the suppliers as defined under the “Micro, Small and MediumEnterprises Development Act, 2006” (the Act). There are no delays in payment made to such suppliersand there is no overdue amount outstanding as at the Balance Sheet date. Based on the above the relevantdisclosure u/s 22 of Act are as follows:-

2011-12 2010-11Rs. in Lakhs Rs. in Lakhs

Principal amount outstanding at the end of the year Nil Nil

Interest amount due at the end of the year Nil Nil

Interest Paid to suppliers Nil Nil

31. The Company invested Rupees Nine Lakhs in Term Deposit with Vijaya Bank on 15.04.2010 and thesame is mortgaged with Bank as Margin money for issuing Bank Guarantee in favour of Government ofOrissa on behalf of Kakatiya Industries Pvt Ltd. The amount Rs. 11.05 lakhs includes interest accruedthereon up to 31.03.2012

32. During the year the company has capitalized the following expenses of revenue nature to the cost offixed assets / capital work in progress as per Accounting Standard. Consequently the expenses disclosedunder the respective notes are net of amounts capitalized by the company: -


Interest and Finance Charges 4.84 1.92

Salaries, Wages, Gratuity & other Benefits 0.56 1.27


25


34. Balances of Sundry Debtors/Creditors are subject to confirmation and reconciliation, if any.

35. Segment Reporting:A. Primary Disclosures :

The Company operates in two segments:i) Alltek Division consisting of Spray Plasters, Skim Coat, Paints and Primersii) Seccolor Division consisting of Roll formed Sections of Steel for Doors and Windows & Glazings.

Segments have been identified and reported based on the principles of Accounting Standard – 17 issued bythe ICAI.Financial Information about the business segments presented in the table given below.


33. The disclosures required under Accounting Standard 15 “Employee Benefits” notified in the Companies (AccountingStandards) Rules 2006, are given below:

(Rs. Lakhs)

31.3.2012 31.3.2011Defined Contribution Plan:

Employers Contribution to Provident Fund 40.13 37.43

Benefits Benefits

Gratuity Leave Gratuity Leave(Funded) (Unfunded) (Funded) (Unfunded)

Present Value of Obligations:Balance as at the beginning of the year 157.04 27.34 117.50 21.10Service Cost 41.36 16.29 32.16 16.83Interest Cost 12.17 1.68 9.15 1.57Benefits Paid -9.78 -12.67 -6.36 -2.84Actuarial (Gain)/Loss -4.17 -13.38 -6.01 -9.32Balance as at the closing of the year 196.62 19.25 157.04 27.34Fair Value of Plan Assets:Balance as at the beginning of the year - - - -Expected Return of Plan Assets - - - -Actuarial (Gain)/Loss - - - -Contributions 9.78 12.67 6.36 2.84Benefits Paid -9.78 -12.67 -6.36 -2.84Balance as at the closing of the year - - - -Reconciliation of fair value of assets and obligations:Fair Value of Plan Assets - - - -Present Value of Obligations 196.62 19.25 157.04 27.34Amount recognized in Balance Sheet -196.62 -19.25 -157.04 -27.34Expenses recognized during the year:Current Service Cost 41.36 16.29 32.16 16.83Interest Cost 12.17 1.68 9.15 1.57Expected Return of Plan Assets - - - -Actuarial (Gain)/Loss -4.17 -13.38 -6.01 -9.32Net Cost 49.36 4.59 45.90 9.08Actuarial Assumptions:Mortality Table (LIC) 1994-96 1994-96 1994-96 1994-96

(ultimate) (ultimate) (ultimate) (ultimate)Discount Rate (per annum) 8% 8% 8% 8%Expected Return of Plan Assets (per annum) 8% 8% 8% 8%Rate of escalation in salary (per annum) 10% 10% 9% 9%

26


A. Primary Disclosures :Year Ended Year Ended

S.No. PARTICULARS 31.03.2012 31.03.2011Rs. In Lakhs Rs. In Lakhs

1. Segment Revenue / Incomea) Alltek Division 5,285.42 5,112.23b) Seccolor Division 7,084.22 6,575.05 Total 12,369.64 11,687.28Less: Inter Segment Revenue 36.99 0.78Net Sales/ Income from Operations 12,332.65 11,686.50

2. Segment Results:Profit before Interest and taxa) Alltek Division 807.79 828.30b) Seccolor Division 891.42 908.12 Total 1,699.21 1736.42Less: Interest 416.34 285.20Total Profit before Tax 1,282.87 1451.22

3. Capital Employed(Segment Assets–Segment Liabilities)a) Alltek Division 2,964.99 2,751.84b) Seccolor Division 3,309.18 2,991.74Net Capital Employed 6,274.17 5743.58

B. Secondary Disclosure:

Revenue from External Customers: By location The Main Customer base of Company’sof customers Products is in India only.

Carrying amount of Segment Assets: By location All manufacturing units are located inof assets India only.

C. Segment Accounting Policies :In addition to the significant accounting policies applicable to the business segment as set out in notes to theaccounts, the accounting policies in relation to segment accounting are as under:

(i). Segment assets and liabilities:Segment assets includes all operating assets used by the segment and consist principally of fixed assets, inventories,sundry debtors and loans & advances less current liabilities. Segment assets and liabilities do not include investments,cash and bank balances, inter corporate deposits, equity , reserves and surpluses, borrowings, provision forcontingencies and income tax (both current and deferred).

(ii). Segment revenue and expenses:Segment revenue and expenses are taken directly as attributable to the segment. It doesn’t include interest incomeon inter – corporate deposits, profit on sale of investments, interest expense, provision for contingencies andincome tax.

36. RELATED PARTY DISCLOSURES:(I) Relationships:

a. Associate Company:NCL Wintech India Limited

b. Subsidiary Companies:1. Spantile Mfg.co. Pvt Ltd2. Kayvees (India) Industries Pvt Ltd

c. Key Management Personnel & their relatives (KMP):1. Mr K. Madhu, Managing Director2. Mr D.Ashven3. Smt . K.Pooja4. Smt . P. Divya

d. Enterprise where KMP have significant influence or control:1. NCL Industries Limited2. NCL Homes Limited3. Kakatiya Industries Private Ltd4. Eastern Ghat Renewable Energy Limited


27


(II). Transactions carried out with related parties referred in (I) above :Rs. in Lakhs

Nature of Transaction Related parties

Referred in I(a) Referred in I(b) Referred in Referred in I (d)above above I(c) above above

(a) Purchases

Goods and materials 443.91 498.53 – – – – 23.29 29.50

(b) Sales – –

Goods and materials 49.43 31.55 – – – – 73.84 142.52

(c) Expenses

Remuneration paid – – – – 51.51 52.66 – –

Rent paid – – 7.13 6.48 – – – –

(d) Income

Rent 16.42 14.92 – – – – 2.01 –

Interest on ICD – – – – – – 150.92 112.38

(e) Other payments

Reimbursement of expenses 4.58 2.05 3.24 – 4.21 – 6.13 8.61

(f) Finance

Loans & Advances given – – – – – – 1450.00 1000.00

Loans & Advances recovered – – – – – – 875.00 700.00

Loans /Deposits received – – – – – 233.55 – –

Loans /Deposits repaid – – – – 22.05 376.50 – –

Investments made

(including investment advances) 200.00 274.90 – – – – 90.13 7.64

(g) Outstandings

Commitments/guarantees given on behalf of – – – – – – 1498.00 1498.00

Payables 52.54 150.79 – – – – 8.89 5.78

Receivables – – – – – – 27.90 20.79

Security deposit given – – 28.23 32.12 – – – –

Loans & Advances (Received) – – – – – 22.05 – –

Loans & Advances (Given) – – – – – – 875.00 300.00

Investments

(including investment advances) 1074.90 874.90 – – – – 1405.39 1315.33

37. As stipulated in AS-28, the Company assessed potential generation of economic benefits from its business

units and is of the view that assets employed in continuing business are capable of generating adequate

returns over their useful lives in the usual course of business, there is no indication to the contrary and

accordingly, the management is of the view that no impairment provision is called for in these accounts.

38. EMD & Security Deposits Rs. 5.03 Lakhs (Previous Year Rs. 4.59 Lakhs ) are given as security to

South Central Railways, Secunderabad towards Security Deposit for painting works Rs. 2.07 laks,

APSRTC Rs. 2.07 Lakhs and ONGC Rs. 0.89 Lakhs for orders.

Current Year Previous Year Current Year Previous Year Current Year Previous YearCurrent Year Previous Year


28


As per our report of even date attached For and on behalf of the Board

for K.R.BAPUJI & CO.,Chartered Accountants(Firm Reg. No. 000395 S)






39. CIF Value of Imports:2011-12 2010-11

Rs. in Lakhs Rs. in LakhsRaw Materials — —Stores & Spares 0.30 —Capital Goods — —

40. Expenditure in Foreign Currency:


a) Traveling Expenses 2.24 —

41. Earnings in Foreign Currency :


Sale of Windows 10.59 —

42. Previous Year’s Figures :

Till the year ended 31st March 2011, the Company was using pre-revised Schedule VI to the CompaniesAct, 1956, for preparation and presentation of its statements. During the year ended 31st March, 2012,the revised Schedule VI notified under the Companies Act, 1956 has become applicable to the Company.The Company has reclassified previous year figures to confirm to this year’s classification


29


To

The Members

Your Directors have pleasure in presenting the 23rd

Annual Report together with the audited accountsfor the year ended 31st March 2012.

FINANCIAL RESULTSYear ended Year ended31.03.2012 31.03.2011Rs. in lakhs Rs. in lakhs

Rent Received 7.13 6.48Profit / (Loss) before tax 1.88 0.76Profit / (Loss) after Tax 0.66 (0.26)Profit / (Loss) carriedforward to Balance sheet 0.66 (0.26)

OPERATIONSThe Company has given on lease its premises to NCLAlltek & Seccolor Ltd for commercial purposes.

FIXED DEPOSITSThe Company has not accepted any deposits duringthe year under review and there are no outstandingdeposits as on 31st March 2012.

PARTICULARS OF EMPLOYEESThere are no employees drawing remuneration asprovided in Section 217 (2A) of the Companies Act,1956, as amended up to date, whose particularsforming part of this report is to be annexed.

CONSERVATION OF ENERGY TECH-NOLOGY ABSORPTION AND FOREIGNEXCHANGE.Information in accordance with the provisions ofSection 217 (1) (e) of the Companies Act, 1956 readwith the Companies (Disclosure of particulars in theReport of Board of Directors) Rules, 1988 regardingconservation of energy, technology absorption andforeign exchange earnings and outgo is given in theannexure forming part of this report.

DIRECTORS’ RESPONSIBILITYSTATEMENTYour Board in pursuance of Section 217 (2AA) ofthe Companies Act, 1956 in respect of Directors’Responsibility Statement hereby confirms.

i) That in the preparation of the accounts for thefinancial year ended 31st March 2012 the

applicable accounting standards have beenfollowed along with proper explanation relatingto material departures.

ii) That the Directors have selected such accountingpolicies and applied them consistently and madejudgements and estimates that were reasonableand prudent so as to give a true and fair view ofthe state of affairs of the Company at the end ofthe financial year and of the profit or loss of theCompany for the year under review.

iii) That the Directors have taken proper andsufficient care for the maintenance of adequateaccounting records in accordance with theprovisions of the Companies Act, 1956 forsafeguarding the assets of the Company and forpreventing and detecting fraud and otherirregularities

iv) That the Directors have prepared the accountsfor the financial year ended 31st March 2012 ona going concern basis.

DIRECTORSSmt. Anita Rai and Sri. Arun Kumar Rai retire byrotation and are eligible for re- appointment. YourDirectors recommend that they be reappointed.

AUDITORSM/s. Subrahmanyam & Sivudu, CharteredAccountants, Hyderabad, the Auditors of theCompany retire at the conclusion of the ensuingAnnual General Meeting and are eligible forreappointment.

ACKNOWLEDGEMENTSYour Directors would like to express their gratefulappreciation for the co- operation and assistancereceived from Government Authorities during theyear. Your Directors wish to place on record theirdeep sense of appreciation for the support extendedby the Holding Company.

For and on behalf of the Board G. Raghunadh

Director

Place : Hosur Bimal V. GoradiaDate : 25.06.2012 Director

DIRECTORS’ REPORT SPANTILE MFG. CO. PRIVATE LIMITED

30


Information pursuant to the section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosureof particulars in the Report of the Board of Directors) Rules, 1988.A. CONSERVATION OF ENERGY:

The Industry is not energy intensive. However, efforts are made to conserve energy at every possible area.B. TECHNOLOGY ABSORPTION:

FORM-B(See Rule 2)

Form for disclosure of particulars with respect to absorption.Research and development ( R&D)1. Specific areas in which R&D carried out by

the Company : Nil2. Benefits derived as a result of the above R&D : Nil3. Future plan of action : Nil4. Expenditure on R&D

Capital : NilRecurring : NilTotal : NilTotal R&D expenditure as a percentage of total turnover: Nil

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION.

1. Efforts in brief made towards technologyabsorption, adaptation and innovation : Nil

2. Benefits derived as result of the above efforts,e.g. product improvement, cost reduction,development import substitution etc. : Nil

3. Incase of imported Technology (imported duringthe last five years reckoned from the beginningof the financial year) following information may be furnished:a) Technology imported: No technology has been imported during the last 5 years.b) Year of Import : Not Applicable.c) Has technology been fully absorbed: Not Applicable

d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plan of action:Not Applicable.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:1. Activities relating to Exports, initiatives taken to increase export market for

products and services and export plans. Nothing to report2. Total Foreign Exchange

Earnings : NilOutgo : Nil


DirectorPlace: Hosur Bimal V. GoradiaDate: 25.06.2012 Director

ANNEXURE TO DIRECTORS’ REPORT SPANTILE MFG. CO. PRIVATE LIMITED

31

NCL ALLTEK & SECCOLOR LIMITEDAUDITORS’ REPORT SPANTILE MFG. CO. PRIVATE LIMITED

ToThe Members ofM/S. SPANTILE MANUFACTURING COMPANYPRIVATE LIMITED

1. We have audited the attached balance sheet ofSPANTILE MFG.CO., PRIVATE LIMITEDas at 31st March 2012, and also the statementof Profit and Loss for the year ended on thatdate annexed thereto. These financialstatements are the responsibility of thecompany’s management. Our responsibility isto express an opinion on these financialstatements based on our audit.

2. We conducted our audit in accordance withauditing standards generally accepted in India.Those Standards require that we plan andperform the audit to obtain reasonable assuranceabout whether the financial statements are freeof material misstatement. An audit includesexamining, on test basis, evidence supportingthe amounts and disclosures in the financialstatements. An audit also includes assessingthe accounting principles used and significantestimates made by management, as well asevaluating the overall financial statementpresentation. We believe that our audit providesa reasonable basis for our opinion.

3. As required by the companies (Auditor’sReport) Order, 2003 and amendments there tofrom time to time issued by the CentralGovernment of India in terms of sub-section(4A) of Section 227 of the Companies Act, 1956statements on the matters specified in paragraph4 and 5 of the said Order is not applicable as thecompany is fulfilling the condition laid downunder clause 2 of the said order to the companyfor the year ended under consideration and thedetails are nil.

4. Further we report that:(i) We have obtained all the information and

explanations, which to the best of ourknowledge and belief were necessary forthe purposes of our audit;

(ii) In our opinion, proper books of account

as required by law have been kept by thecompany so far as appears from ourexamination of those books;

(iii) The Balance Sheet, Profit and LossAccount dealt with by this report are inagreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profitand Loss Account dealt with by this reportcomply with the Accounting Standardsreferred to in Sub-section (3C) of Section211 of the Companies Act, 1956.

(v) On the basis of the written representationreceived from the directors, as on 31st

March 2012 and taken on record by theBoard of Directors, we report that noneof the directors is disqualified as on 31st

March, 2012 from being appointed as adirector in terms of clause (g) of sub-section (1) of Section 274 of theCompanies Act, 1956.

(vi) In our opinion and to the best of ourinformation and according to theexplanations given to us, the said accountsgive the information required by theCompanies Act, 1956, in the manner sorequired and give a true and fair view inconformity with the accounting principlesgenerally accepted in India:

(a) In the case of the Balance Sheet, ofthe state of affairs of the companyas at March 31, 2012; and

(b) In the case of the statement of Profitand Loss of the profit of thecompany for the year ended on thatdate.

for SUBRAHMANYAM & SIVUDUChartered Accountants

Regn No.: 004100S

(P.S.SIVUDU)Camp : Hosur PartnerDate : 25- 06-2012 Membership No. 019721

32


As per our report of even date attached On behalf of Board of Directorsfor SUBRAMANYAM & SIVUDU,Chartered Accountants(Reg. No. 004100 S)

P.S.S.SIVUDU G. RAGHUNADH BIMAL V. GORADIAPartner Director DirectorM.S. No : 19721

Camp : HosurDate : 25.06.2012

BALANCE SHEET AS AT 31ST MARCH 2012

AS AT31.03.11

AS AT31.03.12PARTICULARS Note No.

1 EQUITY AND LIABILITIES

Shareholders’ funds

a) Share capital 2 20.46 20.46

b) Reserves and surplus 3 (7.15) (7.77)

13.31 12.69

Non-current liabilities

Long-term borrowings 4 27.57 32.12

27.57 32.12

Current liabilities 5

Short-term provisions 0.61 0.47

0.61 0.47

TOTAL 41.49 45.28

2 ASSETS

Non-current assets

Fixed assets 6

- Tangible assets 36.34 40.13

36.34 40.13

Current assets

a) Cash and Bank Balances 7 0.10 0.10

b) Short-term loans and advances 8 5.05 5.05

5.15 5.15

TOTAL 41.49 45.28


SPANTILE MFG. CO. PRIVATE LIMITED

Rs in lakhs Rs in lakhs

33

NCL ALLTEK & SECCOLOR LIMITEDSTATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2012

Year ended31.03.11

Year ended31.03.12PARTICULARS Note No.

1 INCOMERental Income 9 7.13 6.48

2 EXPENSESDepreciation 6 3.79 4.21Admn & Other expenses 10 1.45 1.50

Total 5.24 5.71

3 Profit / (Loss) before tax 1.89 0.77

4 Income Tax 1.22 1.02

5 Profit / (Loss) after Income Tax 0.67 (0.25)


As per our report of even date attached On behalf of Board of Directorsfor SUBRAMANYAM & SIVUDU,Chartered Accountants(Firm Reg. No. 004100 S)



SPANTILE MFG. CO. PRIVATE LIMITED


34


NCL Alltek & Seccolor Limited 0.20 99.95 0.20 99.95

3 Reserves and Surplus3.1 Capital Reserve

Opening Balance – –3.2 General Reserve

Opening Balance – – Add: Transferred from Surplus – – Closing Balance – –

3.3 Surplus Opening Balance (7.78) 1.65Add / (Less) Profit / ( Loss )during the year 0.67 (0.25)Add : Prior period Adjustment - Taxation (0.04) (9.17) Closing Balance (7.15) (7.77)

Total (7.15) (7.77)

1. SIGNIFICANT ACCOUNTING POLICIES :

a) Basis of Accounting

The Financial statement have been prepared in accordance with historical cost concept.

b) Revenue Recognition

Items of income and expenditure are recognised on accrual and prudent basis.

2 Expenditure in foreign currency - Nil.

3. The figures of the previous period have been regrouped cost basis and in accordance with

generally accepted accounting principles except where otherwise stated.

No. ofShares

(In Lakhs)

Rs. inLakhs

Rs. inLakhs

No. ofShares

(In Lakhs) 2 SHARE CAPITAL

2.1 Authorized SharesEquity Shares of Rs.100/- each 0.50 50.00 0.50 50.00

2.2 Issued, Subscribed and Paid up SharesEquity Shares of Rs.100/- each 0.20 20.46 0.20 20.46

Total 0.20 20.46 0.20 20.46

2.3 Reconciliation of Shares outstanding at the beginningand at the end of the reporting periodOpening number of Shares Outstanding 0.20 20.46 0.20 20.46Closing number of Shares Outstanding 0.20 20.46 0.20 20.46

2.4 Terms/rights attached to equity shares

The company has only one class of equity shares having a par value of Rs. 100/- per share. Each holder ofequity shares is entitled to one vote per share.


Name of the share holder No. of Shares(in Lakhs)

No. of Shares(in Lakhs)

% holding % holding

SPANTILE MFG. CO. PRIVATE LIMITEDNotes to Financial Statements for the year ended 31st March 2012


35


As per our report of even date attached On behalf of Board of Directorsfor SUBRAMANYAM & SIVUDU,Chartered Accountants(Reg. No. 004100 S)



SPANTILE MFG. CO. PRIVATE LIMITEDNotes to Financial Statements for the year ended 31st March 2012

Non Current Current Non Current Current

4 Long Term BorrowingsNCL Alltek & Seccolro Ltd 27.57 – 32.12 – Total 27.57 – 32.12 –

5 Short Term Provisions Taxation 0.51 0.37Audit Fee 2011-12 0.10 0.10 Total 0.61 0.47

6 Fixed AssetsLand 2.22 2.22Buildings 69.54 69.54

71.76 71.76Less: Depreciation 35.42 31.63Net Block 36.34 40.13

7 Cash and Bank Balances Balances with Banks in current account 0.10 0.10

Total 0.10 0.10

8 Short Term Loans and Advances (Unsecured) - considered good - Gopi exports 4.75 4.75 -Other Deposits 0.30 0.30

Total 5.05 5.05

9 Other IncomesRental Income 7.13 6.48

Total 7.13 6.48

10 Admn. & Other ExpensesRates & Taxes 0.49 0.88Audit Fee 0.10 0.10Maintenance charges 0.86 0.52

Total 1.45 1.50

As at 31.3.2012 As at 31.3.2011Rs. In lakhsRs. In lakhs

36

NCL ALLTEK & SECCOLOR LIMITEDKAYVEES (INDIA) INDUSTRIES PVT. LTDDIRECTORS’ REPORT

To

The Members

Your Directors have pleasure in presenting the 11th

Annual Report together with the audited accounts forthe year ended 31st March 2012.

FINANCIAL RESULTSYear ended Year ended31.03.2012 31.03.2011Rs. in lakhs Rs. in lakhs

Turnover NIL NILProfit / (Loss) before tax (0.31) (0.31)Profit / (Loss) after Tax (0.31) (0.31)Profit / (Loss) carried (0.31) (0.31)forward to Balance sheet

OPERATIONS

The Company has not achieved any turnover duringthe financial year.

FIXED DEPOSITS

The Company has not accepted any deposits duringthe year under review and there are no outstandingdeposits as on 31st March, 2012.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration asprovided in Section 217 (2A) of the Companies Act,1956, as amended up to date, whose particularsforming part of this report is to be annexed.

CONSERVATION OF ENERGY TECH-NOLOGY ABSORPTION AND FOREIGNEXCHANGE.

Section 217 (1) (e) of the Companies Act, 1956 readwith the Companies (Disclosure of particulars in theReport of Board of Directors) Rules, 1988 regardingconservation of energy, technology absorption andannexure forming part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Your Board in pursuance of Section 217 (2AA) ofthe Companies Act, 1956 in respect of Directors’Responsibility Statement hereby confirms.

i) That in the preparation of the accounts for thefinancial year ended 31st March 2012 the

applicable accounting standards have beenfollowed along with proper explanation relatingto material departures.

ii) That the Directors have selected suchaccounting policies and applied themconsistently and made judgements and estimatesthat were reasonable and prudent so as to givea true and fair view of the state of affairs of theCompany at the end of the financial year and ofthe profit or loss of the Company for the yearunder review.

iii) That the Directors have taken proper andsufficient care for the maintenance of adequateaccounting records in accordance with theprovisions of the Companies Act, 1956 forsafeguarding the assets of the Company and forpreventing and detecting fraud and otherirregularities

iv) That the Directors have prepared the accountsfor the financial year ended 31st March 2012on a going concern basis.

DIRECTORSSri. K. Madhu retires by rotation and is eligible forreappointment. Your Directors recommend that hebe reappointed

AUDITORSM/s. V.Amarnath & Associates, CharteredAccountants, Hyderabad, the Auditors of theCompany retire at the conclusion of the ensuingAnnual General Meeting and are eligible forreappointment.

ACKNOWLEDGEMENTSYour Directors would like to express their gratefulappreciation for the co- operation and assistancereceived from Government Authorities during theyear. Your Directors wish to place on record theirdeep sense of appreciation for the support extendedby the Holding Company.


DirectorPlace: Hyderabad Bimal V. GoradiaDate: 20.06.2012 Director

37

NCL ALLTEK & SECCOLOR LIMITEDKAYVEES (INDIA) INDUSTRIES PVT. LTDANNEXURE TO DIRECTORS’ REPORT

Information pursuant to the section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosureof particulars in the Report of the Board of Directors) Rules, 1988.A. CONSERVATION OF ENERGY:

The Industry is not energy intensive. However, efforts are made to conserve energy at every possible area.B. TECHNOLOGY ABSORPTION:

FORM-B(See Rule 2)

Form for disclosure of particulars with respect to absorption.Research and development (R&D)1. Specific areas in which R&D carried out by

the Company : Nil2. Benefits derived as a result of the above R&D : Nil3. Future plan of action : Nil4. Expenditure on R&D

Capital : NilRecurring : NilTotal : NilTotal R&D expenditure as a percentage of total turnover : Nil

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION.1. Efforts in brief made towards technology

absorption, adaptation and innovation : Nil2. Benefits derived as result of the above efforts,

e.g. product improvement, cost reduction,development import substitution etc. : Nil

3. Incase of imported Technology (importedduring the last five years reckoned from thebeginning of the financial year) followinginformation may be furnished:a) Technology imported : No Technology has been imported during

the last 5 years.b) Year of Import : Not Applicable.c) Has technology been fully absorbed : Not Applicable.d) If not fully absorbed, areas where

this has not taken place, reasonstherefore and future plan of action : Not Applicable.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:1. Activities relating to Exports, initiatives

taken to increase export market forproducts and services and export plans : Nothing to report

2. Total Foreign ExchangeEarnings : NilOutgo : Nil


DirectorPlace: Hyderabad Bimal V. GoradiaDate: 20.06.2012 Director

38

NCL ALLTEK & SECCOLOR LIMITEDKAYVEES (INDIA) INDUSTRIES PVT. LTDAUDITORS’ REPORT

Auditors Report to the Members of Kayvees (India)Industries Private Limited.

We have audited the attached Balance Sheet ofKAYVEES (INDIA) PRIVATE LIMITED as at 31st

March, 2012, and also the statement of Profit & Lossfor the year ended on that date annexed thereto. Thesefinancial statements are the responsibility of theCompany’s management. Our responsibility is toexpress an opinion on these financial statements basedon our audit.

We conducted our audit in accordance with auditingstandards generally accepted in India. ThoseStandards requires that we plan and perform the auditto obtain reasonable assurance about whether thefinancial statements are free of material misstatement.An audit includes examining, on a test basis, evidencesupporting the amounts and disclosure in the financialstatements. An audit also includes assessing theaccounting principals used and significant estimatesmade by management, as well as evaluating theoverall financial statements presentation. We believethat our audit provides a reasonable basis for ouropinion.

This report does not include a statement on the mat-ters specified in paragraph 4 of the Companies(Auditor’s Report) Order, 2003 issued by the Depart-ment of Company Affairs, in terms of sub-section (4A)of section 227 of the Companies Act, 1956, since inour opinion and according to the information andexplanations given to us, the said Order is not appli-cable to the Company.

Further to our comments Clause No.3 to Notes(Schedule 1) annexed to the Balance Sheet referredto the above we report that:

i) We have obtained all the information andexplanation, which to the best of our knowledgeand belief were necessary for the purpose ofour audit.

ii) In our opinion, the company has kept properbooks of account as required by law so far asappears from our examination of those books(and proper returns adequate for the purpose ofour audit have been received from the branchesnot visited by us).

iii) The Balance Sheet and the statement of Profitand Loss dealt with by this report are inagreement with the books of accounts.

iv) In our opinion, the Balance Sheet and thestatement of Profit and Loss of the Companycomply with the Accounting standards referredto in sub-section (3C) of section 211 of theCompanies Act,1956

v) On the basis of written representation receivedfrom the directors, as on 31st March 2012, andtaken on record by the Board of Directors, wereport that none of the directors are disqualifiedas on 31st March 2012 from being appointed asa director in terms of clause (g) of sub-section(1) of section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our informationand according to the explanation given to us,the said accounts read along with the notes toaccounts, give the information required by theCompanies Act, 1956, in the manner so requiredand give true and fair view in conformity withthe accounting principles generally accepted inIndia.

(a) in the case of Balance Sheet, of the stateof affairs of the Company as at 31st

March 2012 ; and

(b) in the case of the statement Profit and Lossof the loss for the year ended on that date

For V.AMARNATH & ASSOCIATES Chartered Accountants

Regn No. :000102S

(B.Sivakumar)Date : 20-06-2012 PartnerPlace : Hyderabad M.No.209079

39


1 EQUITY AND LIABILITIESShareholders’ fundsa) Share capital 2 36.05 36.05b) Reserves and surplus 3 (2.17) (1.86)

33.88 34.19Current liabilitiesOther current Liabilities 4 1.07 0.41

1.07 0.41

TOTAL 34.95 34.60 2 ASSETS

Non-current assets Fixed assets 5 - Tangible assets 34.21 34.49

34.21 34.49Current assetsa) Cash and Bank Balances 6 0.11 0.11b) Short-term loans and advances 7 0.63 0.00

0.74 0.11

TOTAL 34.95 34.60


AS AT31.03.11

AS AT31.03.12PARTICULARS Note No.

As per our report of even date attached On behalf of Board of Directorsfor V. AMARNATH & ASSOCIATESChartered Accountants(Reg. No. 0001025)

(B. SIVA KUMAR) G. RAGHUNADH BIMAL V. GORADIAPartner Director DirectorM.S. No : 209079


BALANCE SHEET AS AT 31ST MARCH 2012 KAYVEES (INDIA) INDUSTRIES PVT. LTD

Rs. In lakhsRs. In lakhs

40

NCL ALLTEK & SECCOLOR LIMITEDKAYVEES (INDIA) INDUSTRIES PVT. LTDSTATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2012

year ended31.03.11

year ended31.03.12PARTICULARS Note No.

1 Revenue – –

2 Expenses Depreciation 5 0.28 0.28 Admn Exp. 8 0.03 0.03

Total 0.31 0.31

3 Loss 0.31 0.31


As per our report of even date attached On behalf of Board of Directorsfor V. AMARNATH & ASSOCIATESChartered Accountants(Reg. No. 0001025)



Rs. In lakhsRs. In lakhs

41

NCL ALLTEK & SECCOLOR LIMITEDKAYVEES (INDIA) INDUSTRIES PVT. LTDNotes to Financial Statements for the year ended 31st March 2012

No. of shares(In Lakhs)

Rs. in Lakhs Rs. in LakhsNo. of shares

(In Lakhs)

Rs. in lakhs

As at 31.03.2012 As at 31.03.2011

1. ACCOUNTING POLICIESa) GENERAL

The Accounts of the Company have been prepared under the historical cost convention on the basis

of going concern with revenue recognized and expenses accounted on their actual including provisions

/ adjustments for committed obligtions and amounts determined as payable or receivable during the

year.

b) FIXED ASSETSFixed Assets are Valued at cost of acquisition as reduced by depreciation.

c) DEPRECIATIONDepreciation has been provided on straight - line method as per Schedule XIV of the Companies

Act,1956.

d) There are no dues to SSI Units1. In the opinion of the Board , Inventories,sundry Debtors, Deposits etc., are approximately of its

value stated if realized in the ordinary cours of business .

2. Remuneration of Statutory Auditors 31.03.2012

( a ) Audit Fees 2500 /-

3. No provision has been made in the accounts for account liability in respect of future payment of

retirement benefits to employees nor future liability has been ascertained. At present the Company

follows cash system of accounting for retirement benefits.

4. Income Tax provision has been made as per the provisions of Income Tax rules.

5. Previous year figures are regrouped wherever necessary.

2 SHARE CAPITAL2.1 Authorized Shares

Equity Shares of Rs.100/- each 1.00 100.00 1.00 100.002.2 Issued, Subscribed and Paid up Shares

Equity Shares of Rs.100/- each 0.36 36.05 0.36 36.05

Total 0.36 36.05 0.36 36.05

2.3 Reconciliation of Shares outstanding at thebeginning and at the end of the reporting periodOpening number of Shares Outstanding 0.36 36.05 0.36 36.05Closing number of Shares Outstanding 0.36 36.05 0.36 36.05

2.4 Terms/rights attached to equity sharesThe company has only one class of equity shares having a par value of Rs 100/- per share . Eachholder of equity share is entitled to one vote per share.

42


NCL Alltek & Seccolor Limited 0.36 99.99 0.36 99.99 3 Reserves and Surplus

3.1 Capital ReserveOpening Balance – – –

3.2 General ReserveOpening Balance – –

Add: Transferred from Surplus – –Closing Balance – –

3.3 SurplusOpening Balance (1.86) (1.55)

Add/(Less) : Profit/(Loss) during the year (0.31) (0.31)Prior period Adjustment - Taxation 0.00 0.00

Closing Balance (2.17) (1.86) Total (2.17) (1.86)

No. of Shares(In Lakhs) % holding % holdingNo. of Shares

(In Lakhs)

Rs. in lakhs


Name of the share holder

As at 31.03.2012Rs. in Lakhs

As at 31.03.2011Rs. in Lakhs

6 Cash and Bank BalancesBalances with Banksin current account 0.11 0.11 Total 0.11 0.11

7 Short Term Loans and Advances (Unsecured)- considered good - 0.63 Total 0.63 –

8 Admin. ExpensesAudit Fee 0.03 0.03 Total 0.03 0.03

4 Other Current LiabilitiesOthersAudit Fee 0.16 0.16NCL Alltek & Seccolor Ltd 0.66 0.00Outstanding Expenses - Others 0.25 0.25 Total 1.07 0.41

5 FIXED ASSETS

ParticularsGROSS BLOCK DEPRECIATION NET BLOCKAs on

01.04.11As at

31.03.12for theyear

As on01.04.11

As at31.03.12

As on31.03.11

As on31.03.12

Land 20.56 20.56 0.00 0.00 0.00 20.56 20.56Buildings 16.13 16.13 2.41 0.26 2.68 13.46 13.72Electrical Equipment 0.37 0.37 0.16 0.02 0.17 0.19 0.21

TOTAL 37.06 37.06 2.57 0.28 2.85 34.21 34.49

KAYVEES (INDIA) INDUSTRIES PVT. LTDNotes to Financial Statements for the year ended 31st March 2012

As per our report of even date attached On behalf of Board of Directorsfor V. AMARNATH & ASSOCIATESChartered Accountants(Firm Reg. No. 0001025)



Rs. in Lakhs

Rs. in lakhs

43


GO GREEN INITIATIVE

Dear Shareholder,

As you may be aware, the Ministry of Corporate Affairs, Govt. of India, as part of its “Green Initiative inCorporate Governance” has issued Circular no. 17/2011 dated 21/04/2011 and Circular no. 18/2011 dated29/04/2011 permitting service of documents by Companies, to its shareholders, through electronic modeinstead of physical mode.

Accordingly, as per the Company’s “GO GREEN” initiative, the Company shall send documents, includingNotice of General Meetings and Annual Report of the Company, in electronic form to Email ID of theshareholders registered with Company, instead of physical mode.

However, shareholders may note that as a member of the Company, shareholders opting to receive documentsin electronic mode will be entitled to receive all such communication in physical form, upon request madeby them to the Company.

To Register the E-mail ID with the company shareholders are requested to submit the following Form dulyfilled & signed by the shareholders at the forthcoming AGM or send it by post at the registered office of theCompany.

GO GREEN FORM

ToNCL Alltek & Seccolor Ltd,

As per the “Green initiative in the Corporate Governance” of the Ministry of Corporate Affairs,I hereby opt to receive service of documents by companies, including Annual Report, in electronic mode,and request you to register my E-mail ID as stated below for the same.

Fields marked with * are compulsory.

Name of Shareholder(s)* : __________________________________________________

Folio No.* : __________________________________________________

No. of Share held as on Date* : __________________________________________________

E-mail ID (Permanent)* : __________________________________________________

E-mail ID (Alternative) : __________________________________________________

Contact No. (Mobile)* : __________________________________________________

Contact No. (Fixed Line)* : __________________________________________________

Signature : __________________________________________________

44


NCL ALLTEK & SECCOLOR LIMITEDRegd. Office : 4th Floor, Plot No.1, Ganga Enclave, Opp : Byraju Foundation,

Kompalli Road, Petbasheerabad, Hyderabad - 500067

PROXY FORM Folio No. No. of Shares Held

I / We ……………………………………of …………………………..in the District of ………...……… being

a Member / Members of NCL Alltek & Seccolor Ltd., hereby appoint …………………………….....of

…………………….in the District of ……………… as my / our Proxy to vote for me / us on my / our behalf at

the Twenty Sixth Annual General Meeting of the Company to be held on Friday 28th September, 2012

at 10.00 a.m. and at any adjournment thereof, at KLN Prasad Auditorium, Federation House, The Federation ofAndhra Pradesh Chambers of Commerce and Industry (FAPCCI), H.No. 11-6-841, Red Hills, Hyderabad -500004.

Signed this ............................................................…......…………day of ...........................……………..2012

Signature of Proxy ………………………. Signature of Member ...........................…………….......................

Note: The Proxy Form duly completed must be deposited at the Registered Office of theCompany not less than 48 hours before the time fixed for holding the Meeting.

Affix Re.1/-RevenueStamp

NCL ALLTEK & SECCOLOR LIMITEDRegd. Office : 4th Floor, Plot No.1, Ganga Enclave, Opp : Byraju Foundation,

Kompalli Road, Petbasheerabad, Hyderabad - 500067

ATTENDANCE SLIP(To be handed over at the entrance of the venue of the Meeting)

I hereby record my presence at the 26th Annual General Meeting of the Company held on Friday 28th September, 2012at 10.00 a.m. and at any adjournment thereof, at KLN Prasad Auditorium, Federation House, The Federation of AndhraPradesh Chambers of Commerce and Industry (FAPCCI), H.No. 11-6-841, Red Hills, Hyderabad - 500004.

Folio No. No. of Shares Held

Name of the Share Holder:

Address:

Member / Proxy’s Signature(To be signed at the time of handing over this Slip)

No Giftsat AGM

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