29th Annual Report 2009-2010 - Bombay Stock Exchange · 2010-09-01 · Annual Report 2009-2010 11. The Relevant information of Director, by way of brief resume, seeking re-appointment

29th Annual Report

2 0 0 9 - 2 0 1 0

ARCOTECH LIMITED

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Annual Report 2009-2010

Contents :Page No.

Notice 1Directors’ Report 2Auditors’ Report 14Balance Sheet 16Profit & Loss Account 17Schedules 18Cash Flow Statement 26Proxy Form 27

BOARD OF DIRECTORSShri Arvind K. Saraf ChairmanShri Gautam Khaitan Director

Shri R. D. Tayal DirectorShri R. N. Pattanayak Whole Time Director

COMPANY SECRETARYShri Amit Sharma

AUDITORSM/s. Shwetank Joshi & Co.Chartered Accountants66, Ezra Street,Kolkata - 700 001.

REGISTERED OFFICE AND WORKS181, Industrial Growth Centre,Sector-3, Bawal-123501Distt. Rewari (Haryana)

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NOTICENotice is hereby given that the 29th Annual General Meeting of the Company will be held on Monday, the 30th day ofAugust, 2010 at 10.30 A.M at the Registered Office of the Company situated at 181, Sector-3, Industrial Growth Centre,Bawal, Distt Rewari, Haryana-123501 to transact the following business:

ORDINARY BUSINESS1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2010 and the Profit & Loss Account together

with the Consolidated Financial Statement of Accounts for the year ended on that date, together with the Directors'Report and Auditors' Report thereon.

2. To appoint a Director in place of Shri Gautam Khaitan, who retires by rotation and, being eligible, offers himself forre-appointment.

3. To consider and, if thought fit, to pass the following resolution :“RESOLVED THAT M/s Shwetank Joshi & Co., Chartered Accountant, 66, Ezra street kolkata-700001, the retiringAuditors who have offered their services and who are not disqualified to act as auditors of the company under Section224(1B) of the Companies Act,1956 be and are hereby reappointed as auditors of the company to hold office for theperiod from the conclusion of the ensuing Annual General Meeting till the conclusion of next Annual GeneralMeeting on such remuneration as may be fixed by the Board of Directors.“RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorized to take steps asmay be necessary to give effect to this resolution.”

By Order of the Board

Place : New Delhi (Amit Sharma)Date : 15.07.2010 Company Secretary

And Finance Manager

NOTES :1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of himself and such

proxy need not be a member of the Company.2. The proxy form duly completed must reach the Company’s Registered Office atleast 48 hours before the

commencement of the meeting.3. The Register of Members and the Share Transfer Books of the Company shall remain closed from Monday, the 23rd

August, 2010, to Monday, the 30th August, 2010 (both days inclusive).4. All documents referred to in the above notice and the explanatory statement are open for inspection at the Registered

Office of the Company between 10.00 A.M. and 1.00 P.M. on all working days, except Saturdays upto the date ofAnnual General Meeting.

5. Members/Proxies should bring the attendance slip duly filled in for attending the meeting.6. The relevant explanatory statement pursuant to Section 173(2) of the Companies Act, 1956, in respect of special

business is annexed hereto.7. Members are already aware that the Company had appointed M/s. Maheshwari Datamatics Pvt Ltd, 6, Mangoe Lane,

2nd Floor, Kolkata-700001, as Share Transfer Agent (STA), both for electronic connectivity and Share Transfer work.Members can make correspondence with STA for Share Transfer requests and change of address related queries.

8. Members having multiple accounts in identical names or joint accounts in the same order are requested to intimatethe Company / STA, the ledger folio of such accounts to enable the Company to consolidate all such shareholdingsinto one account.

9. The Company is registered with the following depositaries for dematerialization of its Equity Shares:-i) National Securities Depositories Ltd. (NSDL) at Trade World, 4th Floor, Kamala Mills Compound, Senapati

Bapat Marg, Lower Parel, Mumbai- 400013.ii) Central Depository Services (India) Ltd. (CDSL), at Phiroze Jeejeebhoy Towers, 28th Floor, Dalal Street, Mumbai-

400001.10. Members desiring any information/clarification on the Annual Accounts are requested to write to the Company at its

Registered Office at least 15 days before the date of Annual General Meeting so that the same may be attended to, wellin advance.

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11. The Relevant information of Director, by way of brief resume, seeking re-appointment under item no.2 as requiredunder clause-49 of the Listing Agreement entered with the Stock Exchange are given herein below:

Name of Director Shri Gautam KhaitanDate of Birth 06.05.1965First date of Appointment 22.03.2006Expertise in specific functional areas LawyerQualification LLBDirectorship in other Companies as on 31st March, 2010 • Salora International Ltd

• Ilpea Paramount Ltd• Medsave Healthcare (TPA) Ltd• JK Sugar Ltd• KRBL Ltd• FACOR Alloys Ltd• Aravali Securities & Finance Ltd• Bharat Seats Ltd• Emaar MGF Land Ltd• Tinna Agro Industries Ltd• Tinna Oil & Chemicals Ltd

Chairmanship/Membership of Committees Member Audit & Share Transfer Committee(across all public Cos.)

• Salora International Ltd• JK Sugar Ltd• Aravali Securities & Finance Ltd• KRBL Ltd• Emaar MGF Land Ltd

Shareholding in the Company NIL

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DIRECTORS’ REPORTDear Members,

Your Directors take pleasure in presenting the 29th Annual Report with the Audited Statement of Accounts of yourCompany for the Financial Year ended the 31st March, 2010.

1. FINANCIAL HIGHLIGHTS(Rs. in Lacs)

PARTICULARS 2009-2010 2008-2009

Sales & Other Income 10146.40 5250.17Profit Before Interest, Depreciation & Tax (PBDIT) 1646.10 305.85Less : Interest & Finance Charges 388.52 113.03Profit Before Depreciation & Tax (PBDT) 1257.58 192.82Less : Depreciation 99.51 70.87Profit Before Tax (PBT) 1158.07 121.95Less : Provision for Current Tax – 3.72Add /Less : Deferred Tax Assets/Deferred Tax Liability (390.57) 389.78Profit After Tax (PAT) 767.50 508.01

2. DIVIDEND

In view of the huge funds requirement for the proposed capital expenditure, your Directors do not recommended anyDividend for the year under review.

3. BUSINESS AND OPERATIONS REVIEW

During the period under review your Company has installed various equipments and plant and machineries with aview to debottleneck the production process and to enhance the capacity utilization. The capex plan when completedwill enhance the installed capacity to 24000 MTPA. The Company is now equipped to develop new product mix andachieve better capacity utilization. During the year 2009-10, we have added various new OEM clients of good repute.

In addition to focusing on developing high value items such as thin foils, narrow width strips and XLPE cable tapes;development of certain new product mix such as phosphorous bronze, cupro nickel & Nickel silver has successfullybegun. The development of these special alloys would enable our Company in entering into diversified marketsegments such as electronic component, handicraft, telecom component, coinage industry etc. besides increasing itsshares in torches, automobile locks, railway air-conditioning, wiring harness, radiators, lamp caps etc.

The Company is exploring export possibilities which have a huge potential of our products. Enhanced installedcapacity would be earmarked for export market. The Company is in process of acquiring TS 16949:2004 which wouldenable us to cater to the automobile industries in America and Europe.

After witnessing steep fluctuation during the last quarter of previous financial year, the prices of copper and zinc havenow stabilized. Looking at growth plans and projections for Indian GDP, your Company does not foresee anydifficulty in accomplishing its targets.

4. DIRECTORS

In pursuance with the provisions of Companies Act, 1956, Shri Gautam Khaitan retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment. In terms of Clause 49 of the ListingAgreement with the Stock Exchange, the details of the Director to be re-appointed are being provided in the notice ofthe ensuing Annual General Meeting.

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5. FIXED DEPOSITS

During the Year under review your Company has not accepted any fresh deposit within the meaning of Section 58Aand 58B of the Companies Act, 1956.

6. AUDITORS’ REPORT AND AUDITORS

The Notes to Accounts, forming part of Balance Sheet as at 31st March, 2010 and Profit & Loss Account for the yearended on that date, referred to in the Auditors’ Report are self explanatory.

M/s. Shwetank Joshi & Associates, Chartered Accountants, 66, Ezra Street, Kolkata-700001, Auditors of the Companywho will retire at the conclusion of this Annual General Meeting, are eligible for re-appointment. The Company hasreceived peer review certificate along with Certificate from the auditors to the effect that their appointment, if made,would be within the limit prescribed under Section 224 (IB) of the Companies Act, 1956. The Board of your Companyrecommends their re-appointment.

7. LISTING AND DEMAT OF SHARES

Equity Shares of your Company are listed at Bombay Stock Exchange (BSE). The Scrip code of your Company is532914. During the year, the Five (5) Equity Shares of face value of Rs 2/- (Two) each were consolidated into one (1)Equity Share of Rs 10/- (Ten) each with effect from 1st October, 2009. The Equity Shares of the Company are availablein dematerialized form with NSDL & CDSL. The ISIN number of the consolidated shares has been changed toINE574I01027.

8. STATUTORY STATEMENTSA. Conservation of Energy and Technology Absorption

The information relating to Conservation of Energy and Technology Absorption as required to be disclosedunder Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particularsin the Report of Board of Directors) Rules, 1988, is annexed herewith as Annexure – ‘A’.

B. Foreign Exchange Earnings and Outgo

During the year under review, your Company has not dealt with foreign exchange earning and outgo, pursuantto section 217(1)(e) of the Companies Act, 1956 read with Rule 2(c) of the Companies (Disclosure of Particulars inReport of Board of Directors) Rules, 1988.

C. Particulars of Employees

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with theCompanies Particulars of Employees Rules, 1975, as amended, regarding employees is given in the Annexure tothe Directors’ Report.

9. CORPORATE GOVERNANCEA report on Corporate Governance together with a certificate from the Auditors of the Company as per Clause 49 ofthe Listing Agreement are given separately in the Annexure-B which forms part of this Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS

(a) Industry Scenario & Future Challenges

The year under review saw a stabled upward trend in the copper and zinc prices. Commensurate with thenational and global predictions for the growth rate of economy, we expect healthy rising trend for the demandof our product. Automobile & Power sectors which are primary contributors to the growth of economy are ourmajor customers. Therefore, we envisage steady and sustained growth rate for the current financial year.

(b) Human Resources / Industrial Relations

We, at Arcotech believe that the strength of an organization lies in its manpower. A concept of treating ouremployees as a family member helps in achieving new milestones and keeps up the morale of the employees.

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We have adopted various welfare measures to nurture the talent of our employees and to promote themachieving new heights and setting new benchmarks.

(c) Adequacy of Internal Controls

The company has a proper and adequate system of internal controls to ensure that all assets are safeguarded andprotected against loss from unauthorized use or disposition and that all transactions are authorized, recorded,and reported correctly.

(d) Operating Performance, Future Outlook etc.

The foregoing paragraphs under the head - Financial Results, Operations, and Future Outlook have discussedand analyzed other requisite issues mentioned in Clause 49 of the Listing Agreement.

11. DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms, in terms of Section 217(2AA) of the Companies Act, 1956:

i) That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures, if any.

ii) That appropriate accounting policies have been selected and applied them consistently, and, judgments andestimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) That the Directors have taken proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.

iv) That the Annual Accounts have been prepared on a going concern basis.

12. ACKNOWLEDGMENT

Your Directors wish to place on record their sincere thanks and gratitude to:-

a) Its bankers for extension of financial facilities and continued support;

b) The central and state government as well as their respective departments connected with the business of theCompany for their co-operation and continued support; and

c) The members, suppliers, contractors and customers for the trust and confidence reposed by them in the Company.

Your Directors also take this opportunity to convey their appreciation and sincere gratitude for the hard work put inby all employees of the Company, at all levels, without which your Company could not have reported commendablegrowth during the year under review.

On behalf of the BoardFor Arcotech Limited

Place : New Delhi (Arvind K Saraf)Date : 15.07.2010 Chairman

Annexure to Directors’ Report

S. Name Age Designation Gross Net Total Date of LateNo. (Years) Remuneration Remuneration Experience Commencement Employment

(Rs.) (Rs.) (Years) of Employment

1 Mr. R N 51 Whole Time 3000000 2665044 25 18.12.2006 BusinessPattanayak Director

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ANNEXURE - ‘A’

Information under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in thereport of Board of Directors) Rules, 1988 and forming part of the Directors' Report for the year ended 31st March, 2010.

I. CONSERVATION OF ENERGY

a) Energy conservation measures taken :

• Updated electrical panels and relaid several cables to optimize power distribution system therebyminimizing power loss.

• Upgraded control system of Continuous Casting lines to achieve better control.

• Awareness among members has been raised through contact programs for Conservation of Energy.

• PLC drives instead of normal analogue drives in some of the machines have been commissioned forconsuming low energy.

b) Additional investment and proposals for reduction of energy consumption.

• New transformer is being purchased to achieve uniformity in power distribution and to avoid voltagefluctuations.

• Planning to install AGC systems on all mills during the current financial year so as to achieve higherproductivity with lower power consumption.

• CFL tubes instead of Normal lucent tubes shall be used.

• Additional capacity of machines of high production shall be commissioned for optimization of Energy.

• PLC operating systems for more number of machines shall be installed.

c) Impact of the measures at (a) and (b) above on reduction of energy consumption and consequent impact on thecost of production of goods

The measures would help in increasing the productivity, lowering the power loss. With the help of installingContinuous Casting line the production cycle would shorten by 5-6% approx.

FORM-A

PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

(A) Power and Fuel ConsumptionCurrent Year Previous Year

2009-2010 2008-2009

1. Electricity(a) Purchased (MWH)

(i) Units 4475.29 2722.88(ii) Total Amount 19990.85 11973.05(iii) Rate per unit (Rs.) 4.46 4.39

(b) Own Generation(i) Through diesel generator

Units (MWH) 223.00 150.41Units per Ltr of diesel 2.86 2.96Cost/ Unit (Rs.) 11.08 13.19

(ii) Through steam turbine generator – –

2. Coal/ Furnace Oil/ Others – –

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(B) Consumption per unit of ProductionProduction Standards Current Year Previous Year

Unit (If any) 2009-2010 2008-2009(Unit) (Unit)

1. Copper & Brass (Kg.)- Electricity – 1.54 1.47- Coal/ FO /Others – – –

FORM-B

II. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION1. Research and Development (R&D)

(a) Specific areas in which R&D was carried out by the Company• Study was conducted to reduce the power consumption as well as to increase the power factor.• R&D was done in dev eloping copper tape used in cable industry.• Phosphorous Bronze was manufactured.• Extruded conforming line was installed.

(b) Benefits derived as a result of the above R&D• Entered copper tape market by means of development of copper tape.• Market base substantially widened by means of product diversification

(c) Future plan of action• Further product diversification with objective to become the leaders in market.• PLC operated pickling line for better and cost effective Pickling process.

(d) Expenditure on R&D:Capital : Not AllocatedRecurring : Not AllocatedTotal : Not AllocatedTotal R&D expenditure as a percentage of total turnover : Not Allocated

2. Technology absorption, adaptation and innovation:(a) Efforts, in brief, made towards technology • PLC drives for BSC mill installed

absorption, adaptation and innovation. • Continuous Casting line installed• Off line milling Installed• Extrusion conforming line installed• Robertson 4Hi mill installed• Tensile tester in Lab has been upgraded to

electronic version

(b) Benefits derived as a result of the above efforts. • Production cost lowered due to increasein production

• Details of tensile test results are obtainedwhich are useful in studying metallurgicalbehavior of product.

(c) Technology imported during the last five years. NIL

3. Total Foreign exchange earnings and outgo :(a) Activities relating to export initiatives taken to : Nil

increase exports, development of new exportmarkets for products and export plans.

(b) Total foreign exchange used and earned. : Nil- Used (on cash basis) :- Earned :

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ANNEXURE - ‘B’

REPORT ON CORPORATE GOVERNANCE1. CORPORATE GOVERNANCE PHILOSOPHY

Arcotech has shown a commitment towards effective Corporate Governance and has taken CorporateGovernance as a critical instrument to enhance trust of Company's customers, employees, investors, Governmentand community at large. Consistent with its commitment, Company endeavours to uphold the principles andpractices of Corporate Governance to ensure transparency, integrity and accountability in its functioning. Weare happy to inform you that your Company's existing practices and policies are significantly in conformitywith the requirements stipulated by SEBI.

2. BOARD OF DIRECTORSa) The Composition of the Board

The Board of your Company consists of Four Directors comprising One Executive Director, One Non-Executive-non-independent Director and two non executive and independent Directors.

Sl. Name Attendance Number of other Directorship andCommittee Membership/Chairmanship*

Board Last Other Total Total CommitteeMeetings AGM Directorships Committee Chairmanships

Memberships

1 Sh. Arvind K SarafChairman & Promoter 8 Yes 6 – 2

2 Sh. Radha Nath PattanayakWhole Time Director–Executive 8 Yes – 2 –

3 Sh. R D TayalIndependent – Non-Executive 8 Yes 1 2 –

4 Sh. Gautam KhaitanIndependent – Non-Executive 7 Yes 11 10 1

* Represents Memberships/Chairmanships of Audit Committee Shareholders/ Investor Grievance Committee,Share Transfer Committee and Remuneration Committee of other Indian Companies.

b) Dates of Board Meetings and number of Directors present thereat

Sl. No. Dates of Board Meeting Number of Directors Present

1 16.04.2009 42 12.06.2009 43 15.06.2009 44 25.07.2009 45 17.08.2009 36 12.10.2009 47 05.12.2009 48 22.01.2010 4

c) Board CommitteesThe Board has constituted its following Permanent Committees:-a) Audit Committee comprising of two independent non-executive Directors and one executive Director.b) Remuneration Committee comprising of one non executive -non-independent director and two independent

non-executive Directors.c) Share Transfer Committee comprising of one non-executive non-independent Director and one Executive

Director.

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d) Composition, meetings and attendance at the Board Committees during the year were as under :-

a) Audit Committee b) Remuneration Committee

Members Date & Members Date &Attendance Attendance

Shri Gautam Khaitan 16.04.09 Yes NIL(Chairman) 25.07.09 Yes

12.10.09 Yes22.01.10 Yes

Shri R D Tayal 16.04.09 Yes25.07.09 Yes12.10.09 Yes22.01.09 Yes

Shri Radha Nath 16.04.09 YesPattanayak 25.07.09 Yes

12.10.09 Yes22.01.10 Yes

- Terms of Reference of Audit CommitteeTerms of reference of Audit Committee are in accordance with the requirements of Section 292A of the CompaniesAct, 1956 and Clause 49 of the Listing Agreement with the Stock Exchange(s), which, inter alia, include:-¨

♦ Review the adequacy and compliance of internal control systems.♦ Review of Internal Audit Reports.♦ Adequacy of financial disclosures♦ Review of quarterly and annual financial results/statement.♦ Company's financial and risk management policies.

e) Share Transfer CommitteeShri Arvind K Saraf, Chairman and Shri Radha Nath Pattanayak, Whole Time Director are members of theCommittee. During the year, Fourteen meetings of the Committee were held on following dates :-

Sl. No. Date of Committee Meeting Number of Directors Present

1 30.04.2009 22 15.05.2009 23 15.07.2009 24 15.09.2009 25 15.10.2009 26 30.11.2009 27 15.12.2009 28 31.12.2009 29 15.01.2010 210 30.01.2010 211 15.02.2010 212 26.02.1010 213 15.03.2010 214 31.03.2010 2

No share transfer was pending as on 31.03.2010. Shri Amit Sharma, Company Secretary is the ComplianceOfficer.

3. Remuneration of Non Executive & Executive DirectorsThe Board has constituted a remuneration committee to recommend/ review remuneration of Whole Time Director/Managing Director on the basis of their performance

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A. Non-Executive DirectorsNon-executive Directors had opted to work without taking any remuneration, for the well being of the Company

B. Executive DirectorsFollowing remuneration was paid to Whole-Time Director :-

(Rs. in Lacs)

Sl. Name Salary Perquisites/ TotalNo. Benefits (*)

1. Shri Radha Nath Pattanayak 17.04 12.96 30.00Whole-time Director

(*) His present term of the contract is upto 17th December, 2012 .4. Code of Conduct for Directors and Senior Management

The Company has a well accepted and adopted Code of conduct. The code has been circulated to all the members ofthe Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signedby the Chairman is given below :

"I hereby confirm that the Company has obtained from all the members of the Board and Senior Management,affirmation that they have complied with the Code of Conduct for Directors and Senior Management in respect of thefinancial year 2009-10

-Sd/-Arvind K Saraf

Chairman5. General Meetings

Last three Annual General Meetings of the company were held as under:-

Relating to Place Date & Time

2006-2007 181, Sector-3, Industrial Growth Centre, 29th September, 2007 at 10.30 A.MBawal, Distt. Rewari, Haryana

2007-2008 181, Sector-3, Industrial Growth Centre, 6th September, 2008 at 10.30 A.MBawal, Distt. Rewari, Haryana

2008-2009 181, Sector-3, Industrial Growth Centre, 25th July, 2009 at 10.30 A.MBawal, Distt. Rewari, Haryana

Neither any special resolution was passed through postal ballot at the last Annual General Meeting nor is any suchresolution proposed at the forthcoming AGM.

The following were the special resolutions passed in the previous three AGMs

Financial Year Date of AGM Particulars

2006-2007 29th September, 2007 a) Appointment of Shri Radha Nath Pattanayak as WholeTime Director of Company.

b) Approval for increase in authorised Share capital of theCompany.

c) Approval for increase in Paid up share capital of theCompany.

d) Approval pursuant to section 293(1) (a) of the CompaniesAct, 1956 to mortgage/ create security upto Rs 500 croresin favour of banks/FIs

e) Approval pursuant to section 293(1) (d) of the CompaniesAct, 1956 to borrow money upto Rs 500 crores frombanks/FIs

f) Approval pursuant to section 309 of the Companies Act,1956.

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2007-2008 6th September, 2008 a) Approval for increase in authorised Share capital of theCompany.

b) Approval for increase in Paid up share capital of theCompany.

2008-2009 25th July, 2009 a) Re-Appointment of Shri Radha Nath Pattanayak as WholeTime Director of Company for a period of three years.

b) Approval pursuant to section 13, 16, 94(1)(b) forconsolidation of every 5 (five) Equity Shares having FaceValue of Rs 2/- (Two) each into 1 (one) EquityShare of Rs 10/- (Ten) Each.

All the other ordinary resolutions as set out in the respective AGM notices were duly passed by the members. Noresolution was passed by postal ballot during the year under review.

6. Disclosures(a) The company did not have any materially significant related party transactions, which may have potential

conflict with the interest of the company. Nature and particulars of all other related party transactions have beendisclosed and are forming part of the notes to the accounts.

(b) During the last three years, the company has complied with requirements relating to capital markets and nopenalty or stricture has been imposed on the company by Stock Exchange(s) or SEBI or any statutory authority.

(c) It is affirmed that no personnel has been denied access to the audit committee.(d) The Company is complying with all mandatory requirements of corporate governance as specified in clause 49

of the listing agreement. Non mandatory requirements of corporate governance are also being complied to alarge extent as specified in this report.

7. Means of Communication:(a) Quarterly Results : Through Intimation to Stock Exchange.(b) Shareholder’s Grievances/Complaint : Correspondence through Courier/Registered Letters

8. General Shareholder InformationNext Annual General Meeting- Date and Time 30th August, 2010 at 10.30 A.M.- Venue At the Registered Office of the companyAddress for Correspondence :– Plant Location & Registered Office 181, Sector-3, Industrial Growth Centre, Bawal,

District Rewari, Haryana-123501Phone No. : 01284-264160-161Fax No. : 01284-264022

– Corporate Office F-701A, Lado SaraiNew Delhi-110030Phone No. : 29523251Fax No. : 29523020

Financial Calendar (Tentative) Results for the Quarter ended :-- 30th June, 2010 : Last week of July, 2010- 30th Sept, 2010 : Last week of October, 2010- 31st Dec, 2010 : Last week of January, 2010- Annual Audited Results for 2010-2011 : June, 2011- AGM for the year 2010-2011 : September, 2011

Book Closure Date 23rd August, 2010 to 30th August, 2010 (both days inclusive)Listing of Equity Shares and Stock Code Bombay Stock Exchange (BSE). The Stock Code is 532914.Registrars and Transfer Agents Maheshwari Datamatics Pvt Ltd,

6, Mangoe Lane, 2nd Floor,Kolkata-700001Ph:- 033-2248 2248, Fax : 51410591

Exclusive email ID for investors [email protected]

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Share Transfer System The company has entered into Tri-partite Agreement with bothNSDL & CDSL. However, Equity shares sent for transfer in physicalform are registered by the Registrar and Share Transfer Agentswithin 21 days of receipt of the documents, if the request is validand complete in all respects.

Dematerialisation of Shares & Liquidity The Shares of the Company are required to be traded in thedematerialized form. Full liquidity has been provided throughtie-ups with NSDL & CDSL and shares can be transferred throughDemat accounts of transferor & transferee maintained withrecognized DPs. As on 31.03.2010, 9233742 equity shares of Rs 10/-(Ten) Each were dematted, this comes to 46.17% of the totalshareholding.

Demat ISIN Numbers INE574I01027Market Price Data for the financial year The monthly high and low quotations as well as the volume of

shares traded at BSE during the year 2009-10 are as under :-

Monthly Highs and Lows and Volume Traded at the BSE, 2009-10

Months High (Rs.) Low (Rs.) VolumeApril,2009 1.95 1.07 44411May,2009 3.06 1.79 246242June,2009 3.00 2.08 3003744July,2009 3.20 2.46 2373690August,2009 3.46 2.66 1271653September,2009 4.91 3.50 2266904October,2009 (*)November,2009 30.73 25.10 35757December,2009 29.00 22.25 131499January,2010 28.95 22.10 219874February,2010 26.00 22.05 416429March,2010 26.95 21.75 213438* 5 (Five) Equity Shares having face value of Rs.2/- (Two) each were consolidated into 1(one) Equity Shares of Rs.10/- (Ten) on30th September, 2009 being the record date for Consolidation .Due to the procedural requirements, trading at BSE in the monthof October, 2009 was temporarily suspended.

9. Distribution of Equity Shareholding as on 31st March, 2010

No. of Equity SharesHeld No. of Shares Held % of ShareholdingUpto 500 333978 1.6699501-1000 92732 0.46371001-2000 115409 0.57702001-3000 57744 0.28873001-4000 38327 0.19164001-5000 46817 0.23415001-10000 116752 0.583810001 and above 19198241 95.9912Total 20000000 100.0000

For and on behalf of the Board

Place : New Delhi (Arvind K Saraf)Date : 15th July, 2010 Chairman

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CERTIFICATE FROM PRACTICING COMPANY SECRETARY PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENTToThe Members of Arcotech LimitedWe have examined the Compliance of conditions of Corporate Governance by Arcotech Limited for the year ended on 31stMarch, 2010 as stipulated in Clause 49 of the Listing Agreement of the said company with the stock exchange.The Compliance of conditions of corporate governance is the responsibility of the management. Our examination hasbeen limited to review of the procedures and implementation thereof, adopted by the Company, for ensuring the compliancewith the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on financial statements ofthe Company. In our opinion and to the best of our information and according to the explanations given to us, we certifythat the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the above-mentioned Listing Agreement.We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiencyor effectiveness with which the management has conducted the affairs of the Company.

For A Upadhyay & Associates

Place : New Delhi Abhmanyu UpadhyayDate : 15th July, 2010 Company Secretary

CEO CERTIFICATIONI, Radha Nath Pattanayak, Whole Time Director of the Company, responsible for the finance function hereby certifythat :a. I have reviewed the Balance Sheet and Profit and Loss Account and all its schedules and notes on accounts, as well as

the cash flow statement and belief :i. These statements do not contain any materially untrue statement or omit any material fact nor do they contain

statements that might be misleading.

ii. These statements together present a true and fair view of the Company, and are in compliance with the existingaccounting standards and/or applicable laws/ regulations;

b. To the best of my knowledge and belief, no transaction entered into by the Company during the year ended 31stMarch, 2010 are fraudulent, illegal or violative of the Company's code of conduct.

c. I accept responsibility for establishing and maintaining internal control and have evaluated the effectiveness ofinternal control systems of the Company. Deficiencies in the design or operation of internal controls, which we wereaware have been disclosed to the Auditors and the Audit Committee and steps have been taken to rectify them.

d. I, have indicated to the Auditors and the Audit Committee :

i. Significant changes in the internal control during the year.ii. Significant changes in the accounting policies during the year and the same has been disclosed in the note to the

financial statement.iii. I am not aware of any instance of significant fraud with involvement of management or employees having a

significant role in the Company's internal control systems

Place : New DelhiDate : 15th July, 2010 Whole Time Director

14


AUDITORS’ REPORTTO THE MEMBERS OF ARCOTECH LIMITEDWe have audited the annexed Balance Sheet of M/s Arcotech Limited, New Delhi as on 31st March 2010 together with therelative Profit and Loss Account and Cash Flow Statement for the year ended on that date annexed thereto. These financialstatements are the responsibility of the Company's management. Our responsibility is to express an opinion on thesefinancial statements based on our audit.We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements. An audit also includes assessing the accounting principles used and significant estimates made bythe management, as well as evaluating the overall financial statement presentation. We believe that our audit provides areasonable basis for our opinion.We report that:i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary

for the purpose of our audit.ii) In our opinion proper books of accounts as required by law have been kept by the Company, so far as appears from

our examination of those books.iii) The Balance Sheet, Profit & Loss Account and Cash Flow Statement referred to in this report are in agreement with the

books of accounts of the Company.iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in

compliance with the Accounting Standards referred to in the Section 211(3C) of the Companies Act, 1956.v) On the basis of written representation received from the Directors and taken on record by the Board of Directors, we

report that none of the Directors is disqualified as on 31 March 2010, from being appointed as Director under clause(g) of sub-section (1) of Section 274 of the Companies Act 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts readtogether with the notes thereon appearing in Schedule of significant Accounting Policies and Notes of Accounts givethe information required by the companies act, 1956, in the manner so required and give true and fair view inconformity with the accounting principle generally accepted in India.a) In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010 andb) In the case of Profit and Loss account, of the Profit of the Company for the year ended on that date.c) In the case of cash flow statement of the cash flows for the year ended on that date.

As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment)Order, 2004 issued by the Central Government of India in terms of subsection (4A) of Section 227 of the Companies Act,1956, and on the basis of such checks of the books and records of the Company as considered appropriate and according tothe information and explanations given to us, we further report that:1. a) The Company has maintained proper records showing full particulars, including quantitative details and

situation of Fixed Assets.b) Fixed Assets have been physically verified by the Management at reasonable intervals. The discrepancies noticed

on such physical verification were not material.c) During the year, the Company has not disposed off substantial part of the fixed assets.

2. a) The Inventory of the Company at all its locations has been physically verified by the management at reasonableintervals.

b) In our opinion and according to the information and explanations given to us, the procedures of physicalverification of the inventory followed by the management are reasonable and adequate in relation to the size ofthe Company and nature of its business.

c) On the basis of our examination for records of inventory and according to the information and explanationsgiven to us, in our opinion, the company is maintaining proper record of inventory. The discrepancies noticedon such physical verification of inventory as compared to the books of records were not material.

15


3. According to the information and explanations given to us, the Company has neither granted nor taken any loan,secured or unsecured from companies, firms or other parties covered in the register maintained under Section 301 ofthe Companies Act.

4. In our opinion and according to the information and explanations given to us, there is an adequate internal controlsystem commensurate with the size of the Company and nature of its business with regard to purchase of inventory,fixed assets and for the sale of goods. During the course of our audit we have neither come across nor have beeninformed of any continuing failure to correct major weakness in the aforesaid internal control system.

5. In our opinion and according to the information and explanations given to us, there are no transactions that need tobe entered into the register maintained under Section 301 of the Companies Act, 1956. Accordingly, the clause 4 (v) (b)of the order is not applicable.

6. The Company has not accepted any fresh deposit from the public during the year.7. In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of

its business.8. The Company has not been required to maintain cost records under Section 209 (1) (d) of the Companies Act, 1956.9. a) According to the information and explanations given to us and the records of the Company examined by us, in

our opinion, the Company is generally regular in depositing the statutory dues including Provident fund,investor education and protection fund, employees state insurance, income tax, sales tax, wealth tax, service tax,custom duty, excise duty, cess and other material statutory dues as applicable with appropriate authorities andno undisputed amount payable in respect of above were in arrears as at 31st March, 2010 for a period of morethan six months from the date they became payable.

b) According to the information and explanations given to us there are no dues relating to income tax, sale tax,wealth tax, custom duty, excise duty and cess as at 31st March, 2010 which have not been deposited on account ofany dispute.

10. The Company has no accumulated losses as at 31.03.2010 and has not incurred any cash losses in the financial yearended on that date or in the immediately preceding financial year.

11. According to the information and explanations given to us and the records of the Company examined by us, theCompany has not defaulted in repayment of dues to a financial institution or bank.

12. According to the information and explanations given to us, the Company has not granted loans and advances on thebasis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi/ mutual/benefit fund/ society. Therefore, the provisionsof clause 4 (xiii) of the order are not applicable to the Company.

14. In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments.15. According to the information and explanations given to us, the Company has not given any guarantee for loans taken

by others from bank or financial institutions during the year.16. According to the information and explanations given to us the term loan taken during the year were used for the

purpose it has been taken.17. According to the information and explanations given to us and on an overall examination of the Balance Sheet and

Cash Flow Statement of the Company, we report that no funds raised on short-term basis have been used for long-term investment and vice versa.

18. The Company has not made preferential allotment of shares to parties and companies covered in the register maintainedin the Section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures in the year.20. The Company has not raised any money though public issue during the year.21. During the course of our examination of books and records of the Company, carried out in accordance with the

generally accepted auditing practices in India and according to the information and explanations given to us, we haveneither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have webeen informed of such case by the management.

For SHWETANK JOSHI & CO.Chartered Accountants

Place : New Delhi SHWETANK JOSHIDate : 25.05.2010 (Proprietor)

Membership No : 52238

16


BALANCE SHEET AS AT 31ST MARCH, 2010(Figures in Rupees)

PARTICULARS SCHEDULE AS AT AS AT31.03.2010 31.03.2009

SOURCES OF FUNDSShareholders’ Funds

Share Capital A 200,000,000 200,000,000Reserves & Surplus B 249,915,271 173,165,813Loan Funds C 452,163,361 86,292,289

902,078,632 459,458,102

APPLICATION OF FUNDSFixed Assets D

– Gross Block 659,775,504 464,012,333– Less : Depreciation 336,634,396 326,683,197Net Block 323,141,108 137,329,136Capital Work in Progress 41,680,337 24,423,425

364,821,445 161,752,561Deferred Tax Assets 91,196,536 130,253,988

Investments E _ 15,500,000Current Assets, Loans & Advances

Inventories F 243,715,036 107,482,947Sundry Debtors G 243,900,262 48,883,061Cash & Bank Balances H 10,224,761 4,327,813Loans and Advances I 39,056,270 56,374,798

536,896,329 217,068,619Less : Current Liabilities & Provisions J 90,835,678 65,117,066

Net Current Assets 446,060,651 151,951,553

902,078,632 459,458,102

Notes on Accounts R

Schedules referred to above form an Integral part of this Balance Sheet.As per our report of even date attached.

For SHWETANK JOSHI & CO. A. K. SARAF G. KHAITAN R. N. PATTANAYAKChartered Accountants Chairman Director Whole Time Director

SHWETANK JOSHI R. D. TAYAL AMIT SHARMAProprietor Director Company SecretaryMembership No. 52238 & Finance Manager

Place : New DelhiDate : 25.05.2010

17


PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2010(Figures in Rupees)

PARTICULARS SCHEDULE AS AT AS AT31.03.2010 31.03.2009

1. INCOMEGross Sales & Income from Operations K 1,014,640,473 525,017,074Less: Excise Duty on Sale of Products 83,690,460 62,407,285

930,950,013 462,609,789Other Income L 673,638 5,766,381Increase / ( Decrease ) in Stock M 118,085,494 20,427,564

1,049,709,145 488,803,734

2. EXPENDITURERaw Materials Consumed N 759,862,857 400,786,666Stores & Packing Material Consumed 9,957,771 1,939,951Personnel Expenses O 26,300,817 13,759,550Other Expenses P 60,575,263 24,796,422Power & Fuel 28,402,110 16,936,634Finance Charges Q 38,852,218 11,302,910

923,951,036 469,522,133

Profit / (Loss) before Depreciation & Tax 125,758,109 19,281,601Depreciation 9,951,199 7,086,722

Profit before Tax 115,806,910 12,194,879Provision for Tax– Current Tax – –– Deffered Tax Assets (-) 39,057,452 (+) 38,978,195Provision for FBT _ 371, 987Profit after Tax 76,749,458 50,801,087

Transfer to Balance Sheet / General Reserve 76,749,458 50,801,087

Notes on Accounts R

Schedules referred to above form an Integral part of this Profit & Loss Account.As per our report of even date attached.




18


SCHEDULES ANNEXED TO AND FORMING PART OF THE ACCOUNTS(Figures in Rupees)

PARTICULARS AS AT AS AT31.03.2010 31.03.2009

Schedule “A” : Share CapitalAuthorised3,50,00,000 (Previous Year 17,50,00,000) EquityShares of Rs. 10/- each (Previous Year Rs. 2/-) 350,000,000 350,000,000

350,000,000 350,000,000

Issued, Subscribed and Paid-up2,00,00,000 (Previous Year 10,00,00,000)Equity Shares of Rs. 2/- each fully paid-up 200,000,000 200,000,000

200,000,000 200,000,000

Schedule “B” : Reserves and SurplusAs At Addition during As At

31.03.2009 the year 31.03.2010

General Reserve 173,165,813 76,749,458 249,915,271

173,165,813 76,749,458 249,915,271

AS AT AS AT31.03.2010 31.03.2009

Rs. Rs.Schedule “C” : LoansSecured LoansFrom Punjab National BankShort Term Loan 151,593,451 0Secured by way of hypothecation charge on entirefixed & current assets i.e. raw materials, finishedgoods, semi finished goods, stores and book debts(Repayable in full within one year)Term Loan 144,859,640 5,400,000Secured by way of equitable mortgage / hypo-thecation of land,plant,buldings & machineryand others fixed assets of the Company.(Due within one year of Rs. 298.00 Lacs)Working Capital Limits 150,464,663 74,984,168Secured by way of hypothecation charge onentire current assets i.e. raw materials,finished goods,semi finished goods, storesand book debts.From OthersVehicle LoanAgainst Hypothecation of Vehicles 2,851,939 2,614,453

449,769,693 82,998,621Unsecured LoansFixed Deposits 2,393,668 2,393,668Companies and Others – 900,000

2,393,668 3,293,668

452,163,361 86,292,289

19


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20




Schedule “E” : InvestmentsEquity SharesLong Term Investment No. of Face ValueUnquoted Shares (Rupees)Nucleus Insurance Risk Manager (P) Ltd. 1,550,000 10/- – 15,500,000

– 15,500,000Schedule “F” : Inventories(As taken, valued and certified by the Management)Raw Material 19,030,287 4,640,294Finished Goods 9,992,476 10,634,800Semi-Finished Goods 207,862,368 88,079,050Residuals (at estimated cost) – 1,055,500Stores, Spares & Packing Materials 6,829,905 243,715,036 3,073,303 107,482,947

Schedule “G” : Sundry DebtorsUnsecured & considered goodExceeding Six Months 3,218,811 801,325Others 240,681,451 243,900,262 48,081,736 48,883,061

Schedule “H” : Cash & Bank BalancesCash in Hand (as certified by the Management) 860,426 201,781Balance with Schedule Banks in Current Accounts 2,475,376 2,276,032Fixed Deposit - Punjab National Bank 6,888,959 10,224,761 1,850,000 4,327,813

Schedule “I” : Loans and Advances(Unsecured & considered good)Advance recoverable in cash or in kindor for value to be received 37,117,584 54,217,112Security and Deposits 1,938,686 39,056,270 2,157,686 56,374,798

536,896,329 217,068,619

Schedule “J” : Current Liabilities & ProvisionSundry Creditors:– Raw Materials 43,876,703 40,879,114– Capital Goods 30,299,183 10,386,238– Stores Materials 1,709,629 5,222,407– Expenses Payable 13,498,390 89,383,905 8,249,484 64,737,243ProvisionProvision for Gratuity 927952 0Provision for Leave Pay 515985 0Provision for MAT 7836 7836Fringe Benifit Tax – 1,451,773 371,987 379,823

90,835,678 65,117,066

Schedule “K” : Sales & Income From OperationSales : Non-Ferrous Semis 1,003,819,617 518,765,939Job Works : Non-Ferrous Semis 10,820,856 6,251,135

1,014,640,473 525,017,074

Schedule “L” : Other IncomeMisc. Dross Dust & Others Sales - 3,998,360Freight & Discounts - 1,768,021Interest on Fixed Deposits (TDS Rs.80943/-) 673,638 -

673,638 5,766,381

21




Schedule “M” : Increase/(Decrease) in StockClosing Stock “A”– Finished 9,992,476 10,634,800– Semi Finished 207,862,368 88,079,050– Residuals _ 1,055,500

217,854,844 99,769,350Opening Stock “B”– Finished 10,634,800 5,894,750– Semi Finished 88,079,050 72,711,536– Residuals 1,055,500 735,500

99,769,350 79,341,786Net Increase/Decrease (A – B) 118,085,494 20,427,564

Schedule “N” : Raw Material ConsumedOpening Stock 4,640,294 2,315,166Add : Purchases 774,252,850 403,111,794

778,893,144 405,426,960Less : Closing Stock 19,030,287 4,640,294

759,862,857 400,786,666

Schedule “O” : Personnel ExpensesSalary & Wages (Including Allowances) 22,671,155 12,231,157Contribution towards ESI & EDLI 376,899 192,113Contribution towards EPF & FPF 741,745 338,659Contribution towards L.W.F 31,490 31,503Gratuity 927,952 -Leave Pay 535,020 -Staff Welfare 1,016,556 966,118

26,300,817 13,759,550

Schedule “P” : Other ExpensesRepair & Maintenance 5,872,962 414,617Rent, Rates and Taxes 937,840 566,451Insurance 2,557,119 1,202,619Legal & Professional Charges 1,292,330 751,136Selling,Distribution & Bill Factoring 19,068,779 12,471,284Transportation Charges 2,858,853 2,467,874Miscellaneous & Administrative Expenses 6,448,635 2,374,950Travelling & Conveyance -Directors (Including 2,121,879 1,502,266Foreign Travel Rs.1113107/- Previous Year Rs.903036/-)Travelling & Conveyance -Others 483,915 452,425Payment to Auditors- For Statutory Audit 250,000 150,000- For Tax Audit 33,090 25,000- For Internal Audit 22,060 -Bank Charges & Commision 5,018,869 2,417,800Sundry Balance Written Off 13,608,932 -

60,575,263 24,796,422Schedule “Q” : Finance Charges– Working Capital Loan 15,689,741 8,946,748– Term Loan 18,172,599 959,664– Interest on Letter of Credit 4,989,878 1,396,498

38,852,218 11,302,910

22


Schedule “R” :FORMING PART OF STATEMENT OF ACCOUNTS AS ON AND FOR THE YEAR ENDED 31ST MARCH, 2010NOTES ON ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES :1. Significant Accounting Policies:

(a) Basis of Accounting

Financial Statements are prepared under historical cost convention on accrual basis except those disclosed innotes on accounts.

(b) Revenue RecognitionDomestic Sales are recognized on dispatch of materials to customers.

(c) Employee BenefitsContribution to Provident Fund, which is defined contribution retirement plan, is charged to the Profit & Lossaccount in the period in which the contributions are incurred. In respect of Gratuity, liability is determined onthe basis of own valuation at the Balance Sheet date and is charged to Profit & Loss account.

(d) Fixed Assets(i) Fixed assets are stated at cost of acquisition inclusive of freight, duties and incidental expenses, etc.

(ii) Depreciation of fixed assets has been charged on Straight Line Method at the rates and in the manner,prescribed under Schedule XIV of the Companies Act, 1956.

(e) InvestmentsInvestments, if any, are stated at cost.

(f) Inventories(i) Inventories of Raw Materials, Stores & Consumable are valued at cost.

(ii) Inventories of Work in Process are valued at lower of cost and net realizable value.

(iii) Inventories of Finished Goods are valued at cost or market value whichever is lower.

(iv) Salable dust and scrap are valued at estimated realizable value.

(e) Contingent LiabilitiesContingent liabilities are not provided for in the books of accounts and are disclosed by way of note to theaccounts.

(f) Taxes on IncomeCurrent tax is determined as the amount of tax payable in respect of taxable Income for the period. Deferred Taxis recognized subject to considering prudence on timing differences being the differences between taxableIncome and Accounting Income that originate in one period and are capable of reversal in one or more subsequentperiod. Deferred Tax Asset for the current year has been created taking into account the unabsorbed depreciationand carry forward of losses of earlier years.

Deferred Taxation As at 31.03.09 As at 31.03.10

Deferred Tax Liability on account ofi) Depreciation for the year NIL NIL

Deferred Tax Assets on account ofi) Depreciation for the year 6,85,762 (87,30,767)ii) Accumulated Depreciation 3,81,94,587 3,84,99,905iii) Accumulated Losses 9,13,73,638 6,14,27,398

13,02,53,987 9,11,96,536

Net Deferred Tax Assets 13,02,53,987 9,11,96,536

23


2. Contingent liability not provided for.

Bills discounted Rs 15,95,59,240/-

3. In view of companies application for grant of various relief's under Income Tax Act pending for approval, thecompany has not provided for income tax.

4. Related party disclosures:

a) List of related parties:

i Key management personnel:

1. Mr. A K Saraf (Chairman)

2. Mr. R N Pattanayak (Whole time Director)

ii Relative of key management personnel with whom transactions have taken place: NIL

iii Other related parties

1. Medsave Healthcare (TPA) Ltd.

2. Sidhant Distributors Pvt Ltd.

3. Vasudha Commercial Pvt. Ltd.

4. Jeevan Vihar Properties Pvt. Ltd.

5. Arcotech Info Pvt. Ltd.

6. Sarathi Infrastructure Pvt Ltd.

b) Transaction with related parties: there are no transactions in the year with the related parties, which need to bereported except remuneration paid to Mr. R.N. Pattanayak, Whole Time Director aggregating to Rs. 30,00,000/-

5. Information required under paragraph 3,4C & 4D of Part II of Schedule VI of the Companies Act, 1956 are annexedtherewith as per Annexure-I.

6. Additional information pursuant to Schedule VI of the Companies Act, 1956 is as per Annexure II

7. Previous years figures have been recast, re-classified, re-grouped wherever considered necessary

Signatures to schedule “A” to” R”As per our report of even date attached.




24


ANNEXURE-IINFORMATION AS REQUIRED UNDER PARAGRAPHS 3, 4C & 4D OF PART II OF SCHEDULE VI OF THECOMPANIES ACT’ 1956

Licensed Installed Production SalesUnit Capacity Capacity Quantity Quantity ValueMT (P.A.) (P.A.) (M.T.) (M.T.) (Rs.)

I. GOODS PRODUCED/TRADED IN (*)Non-ferrous metal Semis MT 12000 12000 3050.39 3056.89 920,129,157

(12000) (6000) (1928.65) (1910.51) (456,358,654)

Opening Stock Closing StockQuantity (MT) Value (Rs.) Quantity (MT) Value (Rs.)

Non-ferrous metal Semis 35.77 10,636,800 29.27 9,992,476(17.62) (5,894,750) (35.77) (10,636,800)

(*) Excluding Job work

II. CONSUMPTION OF RAW MATERIALSNon-ferrous metals 3514.33 759,862,857

(2047.58) (400,786,666)

III. TOTAL VALUE OF RAW MATERIAL,STORES & SPARES CONSUMED Percentage % Value (Rs.)Raw Materials :Imported 1.20 9,185,246

(0) (0)Indigenous (including materials 98.80 750,677,011purchased through canalised agencies) (100) (400,786,666)Stores & Spares :Imported – –Indigenous 100 9,957,771

(100) (1,939,951)

IV. C.I.F VALUE OF IMPORTS 2009-10 (Rs.) 2008-09 (Rs.)Raw Materials 9,185,246 –Components & Spare Parts – –Capital Goods 7,294,735 –

V. EXPENDITURE IN FOREIGN CURRENCYDURING THE FINANCIAL YEAR ON ACCOUNTOF ROYALITY, KNOW-HOW, PROFESSIONAL Nil NilCONSULTANCY FEES, INTEREST AND OTHERMATTERS

VI. AMOUNT REMITTED DURING THE YEARIN FOREIGN CURRENCY AS DIVIDEND Nil NilNo. of Non Resident ShareholdersNo. of Shares HeldAmount of DividendYear to which the Dividend Relates

VII. MANAGERIAL REMUNERATIONSalary 1,704,000 1,704,000Perquisites (Taxable value as per income tax act) 1,296,000 1,296,000Commission on Profit Nil Nil

25


ANNEXURE-IIBALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILEI. Registration Details

Registration No. 12151 State Code - 05Balance Sheet Date 31 03 2010

Date Month Year

II. Capital Raised during the Year (Amount in Rs. Thousand)Public Issue Right Issue

Nil NilBonus Issue Private Placement

Nil Nil

III. Position of Mobilization and Deployment of funds (Amount in Rs. Thousand)Total Liabilities Total Assets

902078 902078Source of Funds Paid-up Capital Reserve & Surplus

200000 249915Secured Loans Unsecured Loans

449770 2393Application fund Net Fixed Assets Deffered Tax Assets

323141 91196Capital Work-in-Progress Investments

41680 NilNet Current Assets

446061

IV. Performance of Company (Amount in Rs. Thousand)Turnover Total Expenditure

931623 815816Profit/Loss before Tax Profit/Loss after Tax

115807 76749Tick ( + ) Appropriate Box ( + ) for Profit ( - ) for Loss

Earning per Share (Rs.) Dividend rate %Nil Nil

V. Generic Names of Three Principal Products/Services of Company(As per monetary terms)Item Code No. (ITC Code) : Product Description74091100 / 7410110 : Copper Semis74092100 : Brass SemisNot Applicable




26


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2010AS PER LISTING AGREEMENT

(Rupees in Lacs)

Particulars 2009-2010 2008-2009

A) Net Profit before Tax & Extra-Ordinary Items 1158.07 121.95– Adjustment for :-– Depreciation 99.51 70.87– Interest 388.52 99.06Operating Profit before Working Capital Charges 1646.10 291.88– Adjustment for :-– Trade & Other Receivable (1950.17) (264.87)– Inventory (1362.32) (241.19)– Trade Payable 260.91 86.85Cash Generated from Operations (1405.48) (127.33)– Interest Paid (388.52) (99.06)– Direct Taxes Paid (3.72) (3.58)Net Cash Generated before Extra Ordinary Items (1797.73) (229.97)– Extra Ordinary Items :- – –– Reconciliation & Settlement – –Net Cash from Operating Activities (1797.73) (229.97)

B) Cash Flow from Investing Activities– Purchase / Sale of Fixed Assets (1957.63) (17.51)– Increase / Decrease in Loans & Advances 173.19 245.31– Increase / Decrease in Capital Work in Progress (172.57) (224.85)– Increase / Decrease in Investment 155.00 –Net Cash Used in Investing Activities (1802.02) 2.95

C) Cash Flow from Financing Activities– Increase in Share Capital 0.00 0.00– Increase / Decrease Share Application Money 0.00 0.00– Increase / Repayment / Relief's of Long Term Borrowing 3658.71 239.05Net Cash used in Financing Activities 3658.71 239.05– Net Increase / Decrease in Cash & Cash Equivalents 58.97 12.03

D) Cash & Cash Equivalents– Opening Balance 43.28 31.25– Closing Balance 102.25 43.28




27


ARCOTECH LIMITED181, Industrial Growth Centre, Sector-3, Bawal, Distt. Rewari (Haryana)

PROXY FORMFolio No./Client ID No. ......................................... No. of Shares.......................................

I/We ............................................................................................................................................................................................................Resident of.................................................................................................................................................................................being amember/members of the above named Company hereby appoint Mr./Mrs./Miss ................................................................Resident of................................................................................................................................................................................ as my/ourproxy to vote for me/us on my/our behalf at the 29th Annual General Meeting of the Company to be held on Monday, the30th day of August, 2010 at 10.30 A.M. and at any adjournment thereof.

Signed this.............................................................. day of .................................................. 2010.

Signature.................................................................

Note : a) The Form should be signed across the stamp as per specimen signature registered with the Company.

b) The Proxy Form, in order to be effective, must be deposited at the Registered Office of the Company before48 hours of the time fixed for holding the meeting.

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Tear Here _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

ARCOTECH LIMITED181, Industrial Growth Centre, Sector-3, Bawal, Distt. Rewari (Haryana)

ATTENDANCE SLIP29th ANNUAL GENERAL MEETING

Folio No./Client ID No. .........................................

Particulars to be completed by MemberFull Name of Shareholder / Proxyattending the Meeting ...............................................................................................................................................................................

(IN BLOCK LETTERS)

Full Name of First Holder(If Joint Holder/proxy attending)...........................................................................................................................................................

(IN BLOCK LETTERS)

I hereby record my presence at the 29th ANNUAL GENERAL MEETING held at the Registered Office situated at 181,Industrial Growth Centre, Sector-3, Bawal, Distt. Rewari (Haryana).

........................................................................................................................................... Monday, the 30th day of August, 2010.

.......................................................(Signature of Member/Proxy)

Note : Please complete and sign this attendance slip and handover at the entrance of the Meeting hall. Only member(s) ortheir proxies with this attendance slip will be allowed entry to the meeting.

AffixRupee 1Revenue

Stamp

BOO

KPO

ST(Printed M

atter)

If undelivered, please return toARCO

TECHLIM

ITED181, Industrial G

rowth C

entre,Sector-3, B

awal-123501

Distt. R

ewari (H

aryana)

Documents

29th Annual Report 2009-2010 - Bombay Stock Exchange · 2010-09-01 · Annual Report 2009-2010 11. The Relevant information of Director, by way of brief resume, seeking re-appointment