I! .

33rdAnnual Report

2012-20',|3

Mipco Seamless Rings (Gujarat) Limited

_\--

MIPCOSEAMLESS RINGS

(GUJARAT)L IMITED

Thirty ThirdAnnual General Meetingon Friday, the 23d August, 2013al Registered Office oflhe Companyat H. No. 100, Nilkanthnagar,Guiarat Housing Board, Bharuch -392 001, Gr.rjarat at'1.30 PM.

t

uip* S*rleu angs fArPnt) ti.t"d&

BOARD OF DIRECTORS

Mr SachendraTummala

Mr. S. M. Patel

[,4r. SanjivKumar

[rr. Ravi Kumar Chennupati

Mr. Surya Chilukuri

AUDITORS

Ganesh Venkat & Co;Chartered Accountants

REGISTERED OFFICE AND WORKS

H. No. 100, Nilkanthnagar,Gujarat Housing Board,Bharuch 392 001, (GujaraD.

CONTENTS

NoticeDirectors' ReporlCorporate Govemance ReportIvlanagement Discussion & Analysis ReportAuditors' ReportBalance SheetProfit and LossAccountSchedules to Balance SheetSchedules to Profit and LossAccountCash Flow Statement

l\4anaging Director

Director

Director

DirectorDirector

6I

1 7

24a37q

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MDco Sea':,tess Bngs (Guiant) Linited

NOTICE

NOTICE is hereby given that the ThirtyThkdAnnual General l\reeting ot the IVlembers olMIPCO SEAMLESS RINGS (GUJARAT)LIMITED will be held at Registered Office ofthe Company at H. No. 100, Nilkanthnagar,Gujaral Housing Board, Bharuch - 392001,{Gujarat). on Friday, the 23rd August,2013, at 1.30 PIV to transact the followingbusrness:

1 . To receive, consider and adopt the AuditedBalance Sheet as at 31"'l\,larch,2013 andthe Profit and Loss Account for the yearended on thai date together with theReports of the Direetors and Auditorsthereon.

2. To appoint a Director in place of Mr. SaniivKumar, who retires by rotation, and beingeligible, offers himseltfor reappointment.

3. To appointAuditors Jorthe currentyearandfixtheir remuneration and for that purpose

to pass the following resolution with orwithout any modif ications as anORDINARY RESOLUTION."RESOLVED THAT N4/s. Ganesh Venkai&Co., Chartered Accou ntants, Hyderabad(Firm Registration Number: 005293S) beand are hereby re-appoinied as Auditors ofthe Company to hold off ice from theconclusion of this Annual General Meetinguntil the conclusion of the next AnnualGeneral Meeting atsuch remuneration asmay be determined by lhe Board ofDirectors of the Company."

By Order ofthe Board of DireclorsFoI MIPCO SEAMLESS RINGS

(GUJARAT) LIMITED

Sachendra TummalaManaging Direclor

Place: HyderabadDate | 22d July,2013

NOTES:

'1. A Member entitled to atlend and voteis entltled io appoint Proxy to attendand vote instead of himself and theProxy need not be the Member of theCompany, The Proxies in order to beefiective should be deposited at theReglstered Ofiice of the Company notless than 48 hours betore thecommencement of the Meeling.

2. Ivlembers/proxies are requested to fill theattendance slips dulyJilled in for attendingthe meeling and bring their copies of theAnnual Reporito the meeting.

3. ln case ol ioint holders attending themeeting. onty suchjoint holderwho is higherinthe order ofnameswillbe enttled to vote.

4. Ivlembers are requested to notifyimmediately any change in their addressto our Share TranslerAgents.

The Register of l \rembers and ShareTransfer Books ofthe Company will remainclosed from 20th August, 2013 to 23rdAugust, 201 3 {both days inclusive).

Members, who are holding shares inidenticalorder of names in more than onefolio, are requested to write io the Companyto enabie the Company to consolidate theirholdings in onelolio.

Corporate l\rembers intending to deputetheir authorized representatives arerequested to send a duly certified copy ofthe Board resolution airthorizing theirrepresentatives to attend and voie at theAnnual General N'leeting.

5.

6.

7.

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Mipco Seanless Binss (Guiamt) Linited

L lvlembers are requested to write to thecomPany for any queries, regardingAccounts, so as tg reach the Company atleastten days before the meeting, to enablethe managemenl to keep the informationready at the Meeting.

9. The information pertaining to the Directorsproposed to be re-appointed arefurnishedbelow in terms of Clause 49 ofthe ListingAgreement with the Stock Exchanges:

Mr. Sanjiv Kumar

lVr. Sanjiv Kumar, a Chartered Accountant byprofession, has served in various companies

in d ifferent capacities likeVP (Finance), CFO,GlobalCFOetc. He also served various Boardof the various listed and non-listed companies.Presentlv he is a Directorof I\,4ioco SeamlessRings (Gujaraq Limited.

By Order ofthe Board of DirectorsFor MIPCO SEAMLESS RINGS

(GUJARAT) LIMITED

Sachendra TummalaManaging Dircctor

Place: HyderabadDate : 22nd July, 2013

GREEN INITIATIVE INCOBPORATE GOVERNANCE

Dear Shareholders,

The Mi'1islry oI Corporale Aifairs ( MCA ) videils circulars dated 21st April, 2011 and 29thApri l , 2011 has taken a "Green Ini l iarive inCorporare Covernance . thereoy al low ngcompanies to serve electron,c docu.nents toiis shareholders.

Enurorment conservation and sustainabledeve lopmen t a re con t ,nuous l y on you rCompany s radar and there{ore your Companysupports MCA in this initiative. Accordingly,henceforth, we propose to send documentssuch as notices ofgeneral meeting(s), annuareports and other comrnunications to theshareholders th rough e-mail. Pleasenorethalall such documents shall be Lepl open lorinspection at the registered office of theCompany during office hours.

We solicjt your valuable cooperation andsupport in our endeavorto contribute our bit to

the environment. You are requesied to pleasefill the details in the format provided belo!!.Please note thatfelds .nar(ed * are mandatoryto fill.

Beqistered Folio or DP ld - Clienl ld *

Full Name *

Ema i l l d *

Conrac t No . (eg : 91 -9812345678 .91 2212345678)

Declaratio'1: (Seleqwhrchever isapplicab,e)'

lagree to receive rhe communicarion throughe-marl

lagree lo receive the communication throughphysical mode

In case there is any change in your e-mail ldor any other details, please e-mail us thedetails al sharexindia@vsnl.com or contact us.In case of shares held in electronicform, youare requested to inform your DP as well.

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Mipca Seamtess Rinss (Gujarat) Linited

DIRECTORS' REPORTDear Members,The Directors present herewilh their 33dAnnualReport andtheAuditedAccounts of the Companyforthe year ended 31"rMarch,2013.FINANCIAL RESULTS: Rs. in lacs.

Gross Profit/{Loss) before Interest,Deprecialion and TaxLess: DepreciationLoss for the yearExtraordinary ltems (Nel oftax expense Rs.Nil)Interest Remission on one time settlementSundry Balances of Crediiors wr tten offLess : Provision for Tax:

Fringe Benefji Tax RefundDeferred Tax charge/credit

Add: Balance BroughtfoMard from previousyearLoss ca(ied to Balance Sheet

Year endeal31.03.2012

F 2(7.87)

(1312.09)131

OPERATIONSTThe Company has closed its manufacturing operaUons for the last Jew yea|s. lt does not haveany other business activity.

DIVIDEND:In view of the loss, your Directors do not recomrnend any dividend forthe year under review

DIRECTORS:IVr Sanjiv Kumar Director ofthe Company ret res by rotation and being eligible, otfers himselffor re-appointmenl- Necessary resolution for his re-appointment is being placed before themembeIsfor aDoroval.

SCHEME OF AMALGAMATION:Your Company is under process of merger wlth Corpus Software Private Limited. During theyear under review, your Company has filed scheme of amalgamation with the Bombay StockExchange Limited (BSE) lot in principle apptoval and applications wilh Hon'ble High Courts ofGujarat and Karnataka. Your Company has received in ptinciple apptoval lrom BSE and wailingforlhe orders of Hon'ble High Courts.

DIRECTORS' RESPONSIBILITY STATEMENTPursuant to Section 217(2M) ofthe CompaniesAct 1956, your Directors reportthat:1. in the preparation ofthe annualaccounts, the applicable accounting standards have been

followed along with proper explanatory statement relatingto material departures, ifany.2. such accounting policies have been selected and applied consistently and the judgments

and estimates made are reasonable and prudent so as to give a true and fair view of the

L

Year ended31.03.2013

, ' " . " ;

uip* s*.t""" ans" reupua ti.ftud6

state of affairs ot the Company at the end ol the financial year and of the Loss of theCompany for that year.

3. proper and sutficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions ofthe CompaniesAct, 1956 for safeguarding theassets ofthe Company and for preventing and detecting fraud and other irregularities.

4. the accolnts have been prepared on a going-concern basis since the Direclors areconsidering and evaluating ways and meansto restructure operauons bytaking intoaccountappropriate business strategies and financial viabilities.

CORPORATE GOVERNANCE:Your Company has complied with the requirements of the Code of Corpolate Governance rnaccordancewith Clause 49 ofthe ListingAgreementwith BombayStock Exchange Limited. Aseparate report on Corporate Governance along wilh Auditors' certiiicate on its compliance isattached to ihis Reporl. Management Discussion and Analysis, as prescribed by the ListingAgreement, also forms a part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:The information relating to Energy Conservation, TechnologyAbsorption and Foreign ExchangeEarnings and Outgo as required to be disclosed under section 217(1)(e) otthe CompaniesAct,1956 read wilh Companies (Disclosore of Particulars in the Report of Board of Directors) Rules,1988 is not g ven as the Company has no business activjties.

AUDITORS:[,4/s. Ganesh Venkat & Co., Chartered Accountants, Staiutory Auditors of the Company, holdoffice until the conclusion of the ensuing Annual General I\reeting and are eligible for re-appointment. The Company has received confirmalion thal their appointmenl, if made, will bewithin the l imits prescribed under Section 224(18) ofthe CompaniesAct, 1956.

DEPOSITS i The Company has noi invited any depositsfrom the Public underSection 5BAofthe CompaniesAct, 1956.

PARTICULARS RELATING TO EMPLOYEES:Information pursuant io Section 217(2A) ofthe Companies Act, 1956 read with the Companies(Particulars of Employees) Rules, 1975, is not applicable to the Company.

ACKNOWLEDGEMENTS:Your Directors take this opportunity to than k the customers, shareholders, supplers, bankers,financial institutions and central and State government for their consistent support to theCompany. The Directors also wish to place on record their appreciation of the sincere anddedicated services of the emDlovees.

Place: HyderabadDate : 22"d July, 2013

For and on behalf ofthe BoardSachend@Tummala

Managing Director(o

CORPORATE GOVERNANCE REPORTCOMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

A-Good Corporate Governance issimply Good Business. OurCompany,s philosophy on corporategovernance envlsages adherenceto ihe hjohest levels oftranspa€ncy, accoLrntabilityanC equrtyjn all areas of its operations and in a i;reractions with it" "tut"n',iro!i".

vJ,ii ii#i.ny i"commilted to achieving the higheststandards ol corporate governance in its pursuit ofexcejlence,groMh and value creation. li believes rhar a operation-s must be spealn""a"J OV ini"gr,r,transparency and accou ntability for meeting its obtigationstowarOs entrancins "rr"ah,;fO;;".u"conltnuoustv.

At th-e-core of its corporate governance practice is the Board, arong wrth rts commiltees whrchoverseeshowlhe management serves, protects & creates shortter; and long_term tnteresb olshareholders and other stakeholders. The Company,s corporate governan"Jpr""ti""" "-ornp,ywith the corporate governance requirements as perthe ListingAgr;ement with btoct<ixc_nange.

Areport, in line with the requiremeni ofthe Lisling Agreement, on the practjces followed by theCompany is given below:

Boaral of Direclorsi, Board Composition

The company s Board of Directors comp sed 5 Directors, consisting of one Execuiive Director,one Non-Execuiive Director and three Independent Directors a;defined ,no"itf.," ilingAgreementwith Stock Exchanges. The composjtion ofthe Board js jn accordance wilh rnerequirements ofihe Corporate Governance ofthe ListingAgreementwiththest*f, e""f,."g"".AllDirectors ce.tified thai they are not members of more ahan ief committees in terms OtneLrsllng Agreement and do nol act as Chairman of more than five committees across alt thecompantes in which they are Directors. The belowtable givethe composition ot the Comjany.sBoard.

The constitutjon ofthe Board during the financial year 20 1 2 13 is as under:

Name ofthe DireciorExecutive/

Non-Executivelndependefi

Directorships inPublic Compafie.

I\/r. Sachendra TummalaManaqing Director Nil Nil NilI\rr. Sanjiv Kumar Non-ExecLtiveDirector Nil Nri NilMr. Ravi Kumar

Chenn!patiNon,Executivelndependent Nil Nil Nil[,4r. Surya Chilukuri NOn ExecutiveIndependent Nil NIL NILMr. S.M. Patel Non,ExecutiveIndependent 2 3 NIL

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^,ttpco sedmtess Rngs Gqaa Lm ed@

ii. Board Meetings and Attendance of DirecrorsThe Board meets atieast once in a quaner to consider amongst other business, thepenormance oi the Company and the quarterly results. When necessary add itional meei ngsare held. The Board meetings are generally held at the Corporate Office ofthe Company atHyderabad. Agendaforeach meeting along with explanatory notes are drafted and disiribuleowell in advance to the Directors. Every Board member is free to suggest the inclusion ofitems on the agenda. The gap between two consecutive meeting;djd not exceed fourmonths.During the year ended 31st l\,,larch 2013, the Board met five times viz. 2 Bd May 2012,2*Augtrst2012, 121h November2012, 1j 'h Decembe | 2012,l2u Febtuary ZOlS.Iable hereunder gives the atiendance record of the Directors at the Board l\Ieetings netoduring the f inancialyear 20l2-13 and previousAGM hetd on 14.09.2012

iii. Code oI EthicsThe Board of Directors of the Company laid a Code of Conduct for Directors. All Directorsaffirmed compliance wiih the Codefor the year under review. The declaration to this effect,signed by lvlr. Sachendra Tummala, Managing Director, js annexed to this report.

Audit CommitteeTerms ot reference

The terms of reference of the Audit Committee are in accordance with all items listeo InClause 49(ll)(D) and (E) of the tisting agreement and Sectjon 292(A) of the CompanresAct,1956. The same inter alia includesthe foilowing:

{a) Primary objectives ot the Audit CommitteeTheAudit Commtttee acts asalink betweenthe StatutoryAuditors and the Board ofDirectors.The primary objective ofAudit Committee is to monitor and provide effective supervision ofthe management's financial reporting process and to ensure accurate, timely and properdisclosures and transparency and quality offinancial reporting.

(b) Scope ot the Audit Committee1 . Meet four times a year or more frequenfly as circumstances require. The Audit Committee

may asK members of management or others to attend meetings and provide pertinentinfofmation as necessary,

Name ofthe DirectorNo. of Board

Nleetings held duringthetenure

No. ol BoardI\,,leetingsattended

attended lastAGI\,1

4,4r. Sachendra Tummala 5 5 YesIVr. Sanjv Kumar 5 5I\4r. Bavi Kumar Chennuoati 5 5 NON,']r. S.[.4. Patel 5 Nil Nol\/ir. Surya Chilukuri 5 5 NO

lt|ipco Seanless Bings (Gujant) Linited

2. Recommending the appointment and removal of SlaluloryAuditors, fixation ofaudiitees andalso to approvelhe payment fo'other services.

3. Beviewing with ihe management, the quarterly financial statements before submission io theBoard for aDDroval.

(c) Composition of the Audil CommitleeThe Audit Committee is consiituted as per the requirements of clause 49 of the ListingAgreement. The composition oiaudit committee is in compliance with the requirements ofclause 49 (ll) (4 of the Listing Agreement. lt consists of 3 members, 2 of them includingchairrnan, are independent directors. The Company Secretary of the Company acts as theSecretary to the Audii Commiltee.The Audit Committee currently comprises of the following Directors:1. f .4r. SutuaChilukuri. Chairman2. N4r. Saniiv Kumar3. Ivlr. RaviKumar Chennupaii

(d) Audit Committee Meetings and Attendance during the Financial Year 2012-13

TheAudit Committee met four times during the financial year on 2B'h May 2012, 2"dAugust2012, 12'h November 2012 and 1zh Febtoary 2013.Table showing attendance ot the members atAudit Cornmittee lvleeting is as under:

REMUNERATION COMMITTEE:

The general scope of work entrustedtothe Remuneration Commlttee includes recommendationof remuneralion packages for the lvlanaging Directorand reviewthereof, based on performance

and achievemenls, within the provisions ofthe Companies Act, 1956 and amendments thereto.

There is no meeting of Remuneration Cornmittee held dunng the finaircjalyear. The composltionof the Remuneraiion Committee:

1. [,4r. Surya Chilukuri, Chairman2. Mr. Saniiv Kumar3. Mr. Ravi Kumar Chennupati

The tenure of re-appointment of the Nranaging Dircctor/details of salary and perquisites andcontribution to Provident Fund for the financial year ended 31" [,'larch,2013 are as given below:

st .No.

Name of the Director category No. of MeetingsAttended

1_2 .

Mr. SuryaChilukurl[,,1r. Saniiv Kumar

independent Director & ChairmanNon-executive Director

3 . l\,4r. Ravi Kumar Chennupati Independent Director 4

Name Tenure 5alary(Rupees)

Perquisites(Rupees)

Contribution toProvident Fund (Rupees)

total

{Rupees)Mr. SacnenoraTummda

Appornreo ror5 years from10.08.2011 Nil Nil Nil Nil

. ^npco seantess Rinss (G,k*r Li',udG

The Non-Executive Directorsdo not draw any remuneration frorn theCompany including sittingfees. The Board of Directors waived the sitting fees payable for attending Board/CommifleeI\,'leetings in view ofstoppage of business activities.

SHAREHOLDERS'/INVESTORS' GRIEVANCE COMMITTEE:The ShareholdersTlnvestors' Comrnittee currently comprises of the following Directors:

1. Mr. SaniivKumar, Chakman2. i\rr. Surya Chilukuri, Director3. I\,4r. SachendraTummala, Managing Director

The lransfer-cum-Sharehoiders'/lnvestors' Grievance Committee redresses all inve$orsgievances with due diligence. The powers ofapproving the issue of duplicate certificates and allmatters connecled with secur;ties'lransfers, transmissions, sub-divisions. consolidations etc.vests with the Commihee. At every meeting of the Transfer-Cum-ShareholdemTlnvestors'GdevanceCommittee, a periodic surnmary statemeni, depicting lransfer, transrnission, etc of the secunresofthe Company, is placed before the Committee and athorough reviewthereoi is made.During the year 01.04.2012 to 31.03.2013, there were three complaints received tom theshareholdersand therewere none pending as on 31d March,2013.Shareholders'/lnvestors'Grievance Committee is being sendjng final call letters to thoseshareholders who have not paid the call money lill date. Shareholders are requested to pay theircall money at the earliest.

GENERAL BODY MEETINGS:

Location and time wherethe last three Annual General Meetinqs were held are as under:

The Company has passed Special Resolution in the Annual General I\,,leeting held for the year2009-10 & 2010-11.

FinancialYear Date Localion of lhe Meeting I tme

2009-201030'h December,20l0Registered Office ofihe Companyat Plot No.109. GIDC Industrial Estate,Narmadanaqar, Bharuch,392 01 5, (Guiarat) 12.00 noon

2010-20'1123d Sep.,2011 HotelKohinoor Luxury Living Pvt. Ltd.G-1, Hilton Plaza, Opp. Railway Station,Bharuch-392001, Guiarat 1 .00 o .m.

2011-201214d Sep., 2012 HotelKohinoor Luxury Living Pvt. Ltd.G-1, Hilton Plaza, Opp. Railway Station,Bharuch-392001, Gujarat 1 .30 p .m.

i -

A1g Miw seamtess Rinss (Guiarat) LiniEd

1. DTSCLOSURES

(i) Related Party transaclions:

Therewere no materially slgnificanl reiated party transactions du ng the year under review

that may have potentiaiconflict *ith the int"test of the Company at large The details of

related pafty transaclions as required under Accounting Standard 18 notifled under the

Companies Act, 1956 are given in Notes to Accounls forming part of accounts for the year

ended on 31st March 2013.

(i i)Compliance by the ComPanY:

There is no non-compliance by the Company or any penalties, strictures imposed by the

Stock Exchanges, SEBI or any other stalutory authoriiy on any matter related to capital

markets, during the lastthree years.

(iii) Whistle Blower Policy and Access oI personnel to the Audit Committee:

The Companv does not have a formal Whistle Blower Policy; however, the Company'spersonneihave access io ihe Chairman ofthe Atrdit Committee in cases such as concerns

about u neth ical behaviour, frauds and other grievances. No personnelofthe Company have

been deniedto theAudit Committee.

(iv)Compliance with lhe Mandatory requirements and lmplementation of the Non-

Mandatory requirements:

The Company has compliedwith the mandatory requirements of the Corporate Governance

Clauses ofthe Listing Agfeement The Company has not implemented the non_mandalory

requirernents enlisted by way ofannexure to Clause 49 of the Listing Agreement

M Disclosure oI accounting lreatment:

The Companyfollows accounting standards notified underthe CompaniesAci, 1956 in the

oreoaration oi financialstatemenis, the Company has not adopied alreatment different from

the prescribed in any accounting standard

(vi) Management Discussion and Analysis Reporl:

The lvlanagement Discussion and analysis reportforms part of th is An nual report'

(vii) Code of Conduct:

The ComDanv has oblained declaration from the Managing Director confirming complrance

of Code ofConduct.

Declaration as requircd under Clause 49 0) (D) (ii) of the Siock Exchange Listing

Agreemenl

I hereby declare that allthe Dkectors ofthe Company have affrmed compliance with Code of

Busine;s Conduct for the financialyear ended on 31st Maroh 2013

Place: HyderabadDate : 22"d JulY, 2013

sd/-Sachendra Tummala

Managing Director

U,pco Seantess Args tetiaraO tmiod6

Means ol Communication

The Quarterly, haff-yearly, annuaifinancial results, notices as wellas proceedings oftheAnnualGeneralMeeting are communicated to the stock exchanges immediately afterthe conclusion ofthe respective meetings. The results are published in English and Gujarati news papers

Certification on Corporale Governance

As required by Clause49ofthe Listing Agreement, a cerlificate issued by l\4/s. GaneshVenkat& Co., Chartered Accountants, Statutory Auditors of ihe Company, regarding compliance ofcond itions of Corporate Governance is given as an annexuretothe Report.

General shareholder information

a) Annual General Meeting

DATE I Friday the 23'dAugusl,2013TIME : 1.30 PMVENUE : H. No. 100, Nilkanthnagar, Gujarat Housing Board,

Bharuch -392 001, (Gujara-

b) Financial Calendar for the year 2013-14 Oentative)Resultsfor Quarter ending June, 2013 - Within 45 days ofend of quarterResultsfor Quarter ending September,20l3 - Within 45 days of end of quarterResultsfor Quarterending December,2013 - Within 45 days of end of quarterResults for Quarter endi.g lvarch,2014 - LastWeekof May,2014

c) Book Closure Dates

20b August, 2013 to 23dAugust,2013 (both days inclusive)

O Listing of equiiy shares & slock code

The equity shares ofthe company are listed at Bombay Stock Exchange Limited., Nrumbai,'1'' Floor, NewTrading Ring, PJ. Towers, DalalSlreet, Fort, lvlumbai - 400 00'1 and the listingfee for 2012-13 has already been paid by the company.

e) Stock Price Data :

There was no trading of Company's shares during the year 20'12-'13.

0 lSlN Nor 1NE860N01012

g) Registrar and Transfer Agents

N4/s Venture Caoital& Coroorate lnvestments Private Limited.12-10-167, Bharatnagar, Hyderabad-soo0'18P h'. 0 40 -2381 U7 5 | 847 6 Fax 040-23868024

.D

& Mipco seante* Rinss (cuiarat) Linited

g) Distribution of Shareholding:

Categories of Shareholdjng as on 31"'l\4arch, 2013

CategoryShares

Number % lo TotalPromoters and Promolers GrouP 15ffi722 43.62MutualFunds & UTI 0 0Banks. F nancial Institutions, Insurance Companies 2460 o.07Foreron lnstitutional Investors 0 0Private Corporate Bodies 107678 3.O2lndlan Public 1910940 53.29NRls/OCBs 0 0

3584800 100.00

Address f or Correspondence

l\4ipco Seamless Rings (Gujarat) LirnitediLabs Centre, Ground Floor, A-Block,Unit No. 18, Hitech City,Hyderabad 500081 (AP)Ph: 040-30787305 Fax: 0 40'307A7314E-mail: Sachin.guha@corpus.com

For and on behali ofthe Board

sachendra TummalaManaging Ditectol

Dist l ibution of shareholding as on 31d l\ .4arch,2013

No. ot equityshares held

No. otShareholders

%olShareholders

No. olShares

o/ool

Sharehold inq

1 - 5 0 0 18309 97.54 1209394 33.74501 - 1000 302 1 . 6 1 2376€0 6.63

1001 - 2000 95 0.51 135981 3.792001 - 3000 0 .12 s6923 1.593001 - 4000 t l 0.06 366024001 - 5000 B 0.04 36770 1.03

5001 10000 0.07 101005 2.421 0001 and above I 0.0s 1774445 49.39

Total 18766 100.00 3584400 100.00

Place: HyderabadDate : 22"d July, 2013

.D

1r

al

b)

Outlook:

The Directors are exploring possibilitios of alternative business proposals.

Segmentwise Perf ormancg:

The Company does not have business activity.

lrfernal Control Systems and theil Adequacy:

The Companydoes not have any manufacturing activity.

Financial pedonance with respect to operations:

During tho yea( th6 Company incured losses in the absence ofbusiness activity.

Human Resourc€s and Industrial Relallonsi

. TheCompanydoes not have any employee excopt the Managing Director

c)

d)

e)

Auditors' Certificate regarding Compliance of Corporate Governance

ToThe I\,4embersMipco Seamtess Fings (Gujarat) Limiteo

We haveexamined the comptiance ofthecondiijons ofCorporate Govemance by lvlipco SeamlessRing-s-(cutarat) Limited lor the year ended 31s, Marcn zbts, as stifrraieJi"'ijJu""lior tn"LrsrngAgreement ofihe sard company with Slock Exchange.

The comphance of conditions ofCorporaie Governance isthe responsibility oflhe manaoement.\Jurexamrnaron was timited to procedures andimplementaljon thereof, adopted by the C;mpanylor ensu.ing the compriance ofthe conditions of corporate Governance. tt is neittieian a-uon noran expression ofopinion on the financial statements ofthe Company.

We have conducted ourreviewon the basis ofthe relevant records and documents maintainedbythe company. Basedon such reviewand as perthe intormationana exptanations qiven to usby,the company, in our opinion, the company h"" "o.priuJ*irn

if," "o;;il;;;;t;;;"r","uovernance, asstipulated jn Clause49 ofthe said ListingAqreement.

we further state rhat such compriance is nerner an assurance as to the future viabirifu orthecompan_y nor the efficiency or etfectiveness with which the management h.r"onar&"0 rn"affairsofthe ComDanv

For caneshvenkal & Co.,CharteredAccountants

Hyderabad, 22"d Juty, 20j 3.G.Raja Venkat

Partner

uipco seantess angs reupntt tinlea6

AUDITOR'S REPORT

T"ne uembersMipco Seamtess Rings (cujarat) Limited

Report on Financial StatementsWe.have audried the accompanying financiat siatements of MtpCO SEAMLESS RTNGS(GUJARAT) LtMtTED (the Compant,,), which comprise tne eatance SneJ-r" ut rju,"n gr,2013, the Statement of profit and Loss tnd cash ftow statementforthe ye"itf,"n

""d* ""0 usummary ofsjgnificant accounting policies and otherexplanatory infor;ation

- -''

Management s Fesponsibility for the Financial StatementsManaqement is responsibre for the preparation of these financiar statements that oive atrue andfair vjew of the financiat position, financiat performance

""d ;;-fl,rr;;ii# b;;""y,"

l1::1T-": :a/llh jf[:ountrng Standards feferrea to tn sub section leCJ oii"iri-oriztr oruu,,,rJarre5 Ac! rv5c'(rneAct). thrs responsibi l i ty includes the design, implementai ion andmarntenance of internal control relevant to ihe pfeparation and pres;niation ot ine financtatsratementsthat give atfueand fairview and are free from material misstatem"nt, *r,etheroueto fraud or error

Auditor's ResponsibitityourJesponsibirrty is to express an opinron on these financiar statemenls based on our auo'..vve conoucteo our audit rn accordance with the Standards on Auditing issued bythe Institute ofCharteredAccountanis of India. Those Standards requirethatwecompiwith etnl;at requiremenrsand plan and perform the audit to obtain reasonaDte assl]rance about whether the financtalstatements are free irom material misstatement.An audit invorves p.erforming procedures to ootarn audit evidence about the amounts and0rsctosures in the linancraj statements. The procedures selected depend on tht;uditofsJudgement, incJuding the assessmeni of the risks oi material misstatement oi thl iinancratstatements, whether dueto fraud or error. In makingthose riskassessments, the auditor consrdershternal control relevant to the Company s preparation and fair presentation of tf,e'flnan","rsraremenE.rn order to design audit procedures that are appropriate in the circumstances. Ana-uorr arso Inctudes evaluating the appropriateness of accoLtnting policies used ano rnereasonableness ofthe accounting estimates made by management,is wellas evaluating iheoveratt presentation of the linancial statements.We believethatthe audit evjdence we have obtained is sufficient and appropriateto provtoe abasis for our audit opinion.

OpinionIn our opinion and to the best of our information and according to the explanations given to us,the financial statements gjve the informatton required by theAct in the m"nnu,

"o ,"ir,r"o unogrye a trr.re and fairview jn conformitywith the accounting principles generally accepled in lnota:

I\|lpco Seanless Bings (Guia2t) Linite.l

(a) in the case of the Balance Sheet, ofthe state of affairs ofthe Company as at March 31,2013:

(b) in the case ofthe Siatement of Profit and Loss, ofihe Loss forthe year ended on that dateland

(c). in lhe cas.e ofthe Cash Flow Staiement, ofthe cash flows for the year ended on ihat date..

Report on Olher Legal and Regulatory Requirements

1. As required bythe Companies (Auditor's Report) Order,2003 ("the Order") issued by theCenkal Governmenl of India in terms of sub-section (4A) ofsection 227 oftheAct, we givein theAnnexure a statement on the matters specified ln paragraphs 4 and 5 of the Order.

2. As required by section 227{3) oftheAct, we reportthat:

a. we have obtained all the information and explanations which to the besl of ourknowledge and beliefwere necessary for the purpose of our audit;

b. in our opinion proper books of account as required by law have been kept by theCompanysofar as appearsfrom our examination ofthose books;

c. lhe Balance Sheet, the Statement of Profit and Loss, and the Cash FIow Statementdeall with by lhis Report are in agreement with the books ofaccount;

d. in our oplnion, ihe Balance Sheet, Statement of Profit and Loss, and Cash FlowStatement comply with the Accounting Standards referred to in subseclion (3C) ofsection 211 oflhe CompaniesAct, 1956;

e. on the basis of written representaiions received from the drrectors as on March 31,2013, andtaken on record bythe Board ofDirectors, none of the directors is disqualiiedas on N,4arch 31, 2013, from being appointed as a director in terms oi clause (g) ofsub-section (1) of section 274 of the Companies Act, 1956.

f. Sincethe Central Government has not issued any notification aslothe rate atwhlchihe cess is to be paid under section 441A of the Companies Act,1956 nor has itissued any Rules underthesaid section, prescribing the manner in which such cessis io be paid , no cess is due and payable by the Company.

FoI M/s. GANESH VENKAT & CO.,CHARTEREDACCOUNTANTSFirm Registration No. 0052935

G. RAJAVENKATPartner

Membership No. 025104Place I HyderabadDate | 29rh Mav 2013

.D

,,0* *urrn,^n" r,uO.r r^*O&

ANNEXURE TO AUDITORS' REPOBTThe Annexure refered to in paragraph 1 oI the Our Repod of even date to lhe

members of MTPCO SEAMLESS RINGS (cUJRAT) Limited. on the accounts ot thecompany for lhe year ended 31.t March, 2013.

On the basjs otsuch checks as we considered appropriate and according to the information andexplanation given to us durjng the course ofouraudit, we reportthat:

1. According to the iniormation and explanation given to us and on the basis ofour examinatonof the books of account ,all fixed assets has been disposed off by the company and60nsequently commenting on maintenance of records and physical verification of assestsdoes not arise,

2. According tothe infomation and explanation given to us on the basis ofour examination oflhe books of account during the course of our audit, there bejng no inventory on handduring the yearlat the end ofthe year, commenting on procedure of physical verification ofinventory , maintenance of proper records and ascertaining of discrepancies does notarise,

3. a) According to the information and explanations given to us and on the basis of ourexamination of the books ofaccount, the Company has not granted any loans, securedor unsecured, to companies, firms or other pafties listed in the register maintainedunder Section 301 of the Companies Act, 1956. Consequeniy, the provisions ofclauses iii (b), iii(c) and iii (d) ofthe orderare notappticabte to the Company.

b) According to ihe jnformation and explanations given to us and on the basis of ourexamination of the books of account, the Companv has not iaken loans fromcompanies, firms or otherparties listed in the register maintained underSection 301ofthe CompaniesAct, 1956. Except interestfree unsecured loan taken from a director,the term and condition of which in our opinion are not prima facie prejudicial to theinterest of the Company.

4. In our opinion and according to the information and explanations given io us, there isgenerally an adequate internalcontrol procedure commensurate with ihe size ofthe companvand lhe nature of its business, forthe purchase of inventories & fixed assets and pavmentfor expenses & for sale of goods. During the course of our audit, no maior instance ofconlinuing failure to correct any weaknesses In the internal controls has been noticed.

5. (a) Based on the audit procedures applied by us and according to the information andexplanations provided by the management, the particulars of contracts or arrangementsfeferred to in section 301 of theAct have been entered in the register required to bemainiained u nder that section.

b) As per information & explanations gjven to us and in our opinion, the transaclonentered into by the company with parties covered u/s 301 of ihe Act does not exceedsfive lacs rupees in a financial year therefore requkemeni of reasonableness oftransactions does not arises.

6.

7.

8.

L

10 .

] ] .

13 .

Mipco SeanEss Binqs (Gujarat) Linited

The Company has notaccepted anydeposits from lhe public covered undersection 58Aand 58Mof the CompaniesAct, 1956.

As per information & explanations given by the management, the Company does not havean internal audit system in view of the continuing suspension ofthe business operations.

As per information & expJanation given bythe management, maintenance of cost recordshas not been prescribed bythe Central Government under clause (d) of sub-section (1) ofsection 209 of the Acl.

a) Accordingtothe records ofthe company, undisputed statutorydues including ProvidentFund, Investor Education and Protection Fund, Employees'State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to theextent applicable and any other statutory dues have generally been regularly depositedwilh the appropriate authorities. According to the information and explanations givento usthere.were no outstanding statutory dues as on 31d of March,2013fora periodof more than six months from the date they became payable.

b) Accordingtothe informalion and explanaiions given to us, there is no amolnts payablein respect of income tax, wealth tax, service tax, sales tax, customs du4 andexcise duty which have not been deposiled on account of any disputes except thefollowino.

The accumulated losses oflhe Company exceeded fifty percent of its net worlh at the endof the financial year. The Company has incurred cash loss in the cufient year andimmed;ately preceding f inancial year.

Based on our audlt procedures and on the information and explanations given by themanagement, we are ofthe opinion thai, ihe Company has not defaulied in repayment ofdues to afinancial institution. bank or debeniure holders.

According to the information and explanations given to us, the Company has notgrantedloans and advances on the basis of security byway otpledge ofshares, debentures andother securities.

The Company is not a chil fund or a nidhi /mutual benefit fund/society. Therefore, iheprovision ofthis clause of the Companies (Audilor's Report) Order, 2003 (as amended) isnot applicable to the Company.

Name of theStatute

Natureofdues

Amount (Rs. In jacs) and(Period to which it relates)

Forum wheredispute is pending

3ujaratSalesIax Act, 1969

Sales Tax Rs. 1.65lacs( 1988-89) Asst. Sales Tax CommissionerAppeal 7 Circle 4 - Vadodara Gujarat

Sales lax Tribunal at Ahmedabadncome laxqct, 1961

lncomeTax Rs. 39.94 lacs(2005-06) Income Tax Appellate Tribunal -Mumbai

(@

MiNa seantess Rinss (cuk.at) Linite#^

14. iccording to inJormarion.and explanarions given to us, the Company is nol trading InSnares, tvlutual funds & other Investments, paragraph 4(xiv) of the ordei is not applicaote

15- According to thb information and explanations given to us, the Company has not given anygua.anlees for loan taken by others from a bank or iinancial jnstitulion

16. Based on our audji procedures and on the information given by the management, werepod thatthe company has not raised anyterm loans during thi year.

17. Based onihe information and explanations given to us and on an overallexamination oftheBalance Sheet ofthe Company as at 3j d lvarch, 2013, we repoftthat no sfrort term iunoshave been raised bythe Companyduring the year.

18. Based on the aud it procedures performed and the jnformation and explanations qiven to usbythe management, we reportthatthe Company has notmade any preferentraiajlotmentof shares during the year.

19. The Company has no outstanding debentures during the perjod under auciit.20. The Company has not raised any money by publlc issue during the year.21. Based on the audit procedures performed and the jnlormaton and explanations orven tous, we reportthat no fraud on or by the Company has been noticed or;epoded du;ingtheyear, nor have we been informed ofsuch case bythe management.

For 1,4/s. GANESH VENKAT & CO.,CHARTEREDACCOUNTANTSFirm Registration No. 0052935

G. RAJAVENKATPartner

lVembership No. 025'104Place I HyderabadDate : 29d May 2013

MiW Seantess Rinss (Guiarat) Linited

Batance Sheet as at March 31, 2013(Allamounts in Indian Rupees lacs except as otherwise stated) (Rs. in Lakhs)

NokNo.

As atI ' iaich 31,2013

As atMarch 31, 2012

A) EOUITY AND LIABILITIES1. Shareholdeis' Funds

a) Sharecapitalb) Reserves and Surplusc) lvloney received against

share warrants

Share application moneypending allotment

Non-current liabilities(a) Long-term borrowings(b) Deferred tax liabilities (net)(c) Other long-term liabilities(d) Long-lem provisions

Current liabilities(a) Short-term bo(owings(b) Trade payables(c) Othor current liabilities(d) Short-term provisions

TOTAL

B) ASSETS1. Non-curent assets

(a) Fixed assets(i) Tangible assets(ii) Intangible assets(iii) Capital work-in-Progress(iv) Intangible assets under

develoPment(v) Fixed assets held for sale

23

4567

558.40(5s0.92)

558.40(541.30)

7.44 17 .10

19.46'1.60

o.379.04

10.710.480.509.04

30.47 20.79

37.95 37.89

(b) Non,curent investments(c) Deferred tax assets (net)(d) Long{erm loans and advances(e) Other non-current assets

Curentassets(a) Current investments(b) Invento es(c) Trade receivables(d) Cash and cash equivatents(e) Short-term loans and advances(1) Other current assets

TOTAL

See accompanying notes forming partof the financial statements

1 4

I

I

101 1

0.3116.41

0.3116.41

19.51

16.35o .140.061.90

19.51

16.3;0 .13

1.90't8.44

18.38

37.95 37.89

In terms of our report attachedFor GANESH VENKAT & CoFirm Registration No: OOS293SCharteredAccoontants

G. RAJAVENKATPARTNERMembership No.025014

Hyderabad, 29th May, 20.13

For and on behalt ot the Board oIMipco Seamtess Rtngs (cujarat) Limited

SACHIN GUHA SANJIV KUMAR SACHENDRATUMMALACOI4PANYSECBETARY DIFECTOR DIBECTOB

@ uipa seanress ainss Gutaratt tinitea

Prolit and Loss Account for the Year endeal March 3'l, 2013(All amounis in Indian Rupees lacs except as otherwise stated) (Rs. In Lakhs)

NokNo.

For lhe year endedMarch 31, 2013

For ihe year encledMarch 31,2012

A) CONTTNUTNGOPERATTONS1 Revenuefrom operations (gross)

Less: Excise dutyRevenue from operaiions (net)

2 Expenses(a) Cost of materials consumed(b) Purchases of stock- in-trad e(c) Changes in inventories of finished

goods, work-in-progress andstock-in-trade

(d) Employee benefits expense(e) Other expenses

Total3 Earnings before excePlional

ilems, exlraordinary ilems,interest, tax, depreciation andamortisation (EBITDA) (1 - 2)

4 Finance costs5 Depreciaiion and amortisation

expenseOtherincomeProtit / (Loss) belore exceptionaland exlraordinary items and iax( 3 r 4 , t 5 a 6 )ExcepUonal itemsProfit / (Loss) before exlraordi-nary items and iax (7 t 8)

10 bdraordinary items11 Prolit / (Loss) before tax (9 rt l0)'12 Tax expense:

(a) Current tax expense for current year(b) (L€ss); IVAT credit (where applicable)(c) Orreflt lax oQer6e Eldjr€ t] Ptx yeals(d) Net curreni tax expense(e) Deferred tax

13 Profit/ (Loss) trom continuingoperations (11 rt 12)

67

9.629.62

7.477.87

(9.62) (7.87)

(9.62) v.8n

(9.62) (7.87)

(9.62) F.e7)

(9.62) .8

,r* r*rru r^* rn'r.r r,r*o&B OISCONTINUINGOPERATIONS

14.i Profit/ (Loss) from djscontinuingoperations (before tax)

14.i i cain / (Loss) on disposatofassets / set ement of liabilitiesattributable to the discontinuingoperations

't4.iii Add / (Less): Tax expense ofdiscontinuing operations(a) on ordinary activities

attributable to the dis-continu ing operations

(b) on gain / (loss) on disposaloi assets/settlement of liabtl ties'15 Pfofit/(Lossllrom discontinuing

operations (14.i i 14.i i 1 t4. i i i )16 Profit / (Loss) for the year (13 i 117. i Earnjngs per share (of.1U- each):

ia) Basic(j) Continujngoperations{ii) Totaloperations

(b) Dilded(t Continuingoperations(ii) Iotatoperations

17.ii Earnings per share (excludingextraoralinary items)(of '10/- each):(a) Basic

(i) Continuingoperations(ii) Total operations

(b) Diluted(i) Continuingoperations(ii) Total operations

See accompanying notes formingpalt of the financial stalements

ln ierms of our report attachedFoTGANESH VENKAT& CoFirm Registration No: 0052935CharteredAccountants

G. RAJAVENKATPARTNERMembership No.025014

Hyderabad, 29th May, 2013

(0.54){0.54)

(0.54)(0.54)

For and on behalt of the Board ofMipco Seam,ess Bings (cujarat) Limited

SACHIN GUHA SANJIV KUMAR SACHENDRATIJMMALACOMPANYSECRETARY D|BECTOR DIFECTOR

\7.8n

(0.54)(0.54)

(0.s4)(0.54)

I

1-2

Notes forming part of the financial statements

1

1 .1

1 .3

1 .5

Signif icant accounting policies

Basis of accounting and preparation of financial stalemenls

The tinancial statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India (lndian GAAP) to comply with iheAccounting Standards notified underthe Companies (Accounting Standards) Rules, 2006(as amended) and the relevant provisions of the Companies Act, 1956. The financiastatemenls have been oreoared on accrualbasis underthe historicalcosi convenuon. Theaccounting policies adopted in the preparation ofthe financial statements are consistentwith those followed in the previousyear.

[Jseofeslimates'fhe preparation of the financial statements in conformity with Indian GAAP requires theManagementto make esiimates and assumptions consjdered in the reported amounts o_assetsand liabilities (including contingent liabilities) and the reported incomeand expensegduring the year The l\ranagement believes that the eslimales used in preparation of thefinancial statements are orudent and reasonable. Future results could differ due to theseestimalesand thedifferences belween lhe actual results and the estimates are recogniseain the periods in which the results are known / materialise.

lnvenlories

lnventories arevalued atthe lower ofcost (on FIFO basis) and the net realisable value afterproviding forobsolescence and olher losses, where considered necessary Cosl includesall charges in bringing the goods to the point of sale, including ociroi and other leviestransit insurance and receiving charges. Work-in-progress and finished goods includeappropriate proportion otoverheaos and. w_e'e appl,cable. excise duiv.

Cash and cash equivalents (for purposes of Cash Flow Slatement)

Cash & Cash equivalenis comprises cash on hand and demand deposits with banks

Cash flow slatement

Cash flows are reported using the indirect meihod, whereby profit/ (loss) before ettraordinaryilems and tax is adjusted forthe effects oftransaciions of non-cash nature and anydeferalsor accruals of past or future cash receipts or payments. The cash flows from operating,investing and financlng activities otthe Company are segregated based on the availableinformation.

1-4

(@

_ - _ = = - = - = -

,,0* ""ur,"""

,,nn" ,nr,uru, ,,.rto6

1.6 Depreciation and amortisation

Depreciation has been provided as perlhe rates prescribed in ScheduleXlViothe CompaniesAct, 1956

Revenue recognition

(i) Sales comprise sale ofgoods includjng excise duty and is accounted on the transferof property in the goods to the buyer.

(ii) Revenue from job work is recognized by the completed service contract.

Tangible fixed assets

(i) Tangible lixed assets are staied at their historical cost.

(ii) Additionstotangible flxed assets comprise their purchase price and direcily attributablecosts,

1.9 Ernployee benefits

Since there was no employee during the year, no provision has been created during theyear for gratuiiy andthe balance of previous year is bieing ca(ied forward Retirement Benefitsto employees comprise of payments ofgratuityand provldentfund.

1.10 Leases

Lease arrangements where the risks and rewards incidental to ownershio of an assetsubstantiaily vest with the lessor are recognised as operating leases. Lease rentals Llnderoperating leases are recognised in the Statement of Proit and Loss on astraiqht-line basis.

'1.11 Earnings per share

Basic earnings per share is computed by dividing the profit/ (toss) after tax (inciuding thepost tax effect of extraordinary items, if any) by the weighted avefage number of equ'tyshares outstanding duringtheyear. Diluted earnings pershare is computed bydividing theprofit/ (loss) after tax (including the post tax effect ofextraordinary items, ifany) as adjustedfordividend, interest and othercharges to expense or income relating to the dilutive potentialequiiy shares, by the weighted average number of equity shares considered for derivtngbasic earnrngs per share and the weighted average number ofequiiy shares which coutdhave been issued on the conversion ofalldrtulive poientralequity shares. potenlialequitysflares are deemed to be dilutive only iftheir conversjon to equity shares would decreasethe netprofit persharefrom continuing ofdinary operaticns. potential dilutive equitvsharesare deemed to be converted as atthe begjnning of the period, unless they have been issuedai a later date. The dilutve potentialequiiy shares are adjusted forthe proceeds receivaDre

1 .7

1.8

I

A\U Mpco sear|,tess Binss (Guiarat) Linited

hadthe shares been actually issued at fair value (i e average market value of the outslanolng

shares). Dilutive potential equity shares are determined independenily for each penod

presenied. The numberof equityshares and potentially d ilutive eq uity shares are adjlsted

i'or share splits / reverse share splits and bonus shares, as appropriate

1.12Taxes on income

Current tax is the amount of tax payable on the taxable income for the year as determrned

in accordance with the provisions of the Incorne Tax Act' 1961-llinimum Alternate Tax

(N.4AT) paid in accordance with the tax laws, which gives future economic beneiiis in the

iorm;f adiustmentto future income tax liability, is considered as an asset ifthere js convincing

evidence ihat the Company will pay normal income tax Accord!ngly' MAT is recognised as

an assel in the Balance Sheetwhen it is probable thal future economic benefit associated

with itwlllflowtothe Company Deferred tax is recognised on timing differences' bejng lhe

diffelencesbetweenlhetaxab|eincomeandtheaccoun|ingincomethatoriginatejnoneperiod and are capable of reversal in one or more subsequent periods Deferred tax is

measured using the tax rates and the tax laws enacted or substaniially enacted as atthe

,eporting Aate. -Deterr"A

tax liabiliiies are recognised for all timing d ifferences Deferred tax

assets j; respect of unabsorbed depreciation and carry forward of losses are recognlseo

onty ittnere is virtuat certainty thatthere willbe sufficientiuturetaxable income available io

reaiise such assets. Defered iax assets are recognised for timing differences oJ oiher

items only to the e>tentthat reasonable certainty exists thal sufficientfuturelaxable income

willbe available againstwhich these can be realised Deferred tax assets and liabiliiies are

offset ii such iiem; relaietoiaxes on income levied by the same governing tax laws and tlre

Companyhas a legally enforceable r ghtforsuchsetoff- Deferredtax assetsare reviewed

at each Balance Sheet date fortheir realisabillty

l.l3Provisions and contingencies

A pfovision is recognised when the Company has a present obligation as a result.ol past

events and it is pro;able lhat an outilow of resources willbe required to setllethe obligation

in respect ofwhich a reliable estimaie can be made Provisions are not d iscou nied to thelr

p|,"""niuufr" "nO "t"

O"termined based on the best estimate required to settlethe obliqation

at the Balance Sheet date. these are reviewed at each Balance Sheet date and adjusted lo

ref|ectthecurlentbestestimates.con|ingentI iabi| i t iesarenotchargedtoplofi tandlossaccounl and are disclosed separately in the Notes

- :---

Mipco seantess Rinss (Gujarat) Lini.ed6

Particulars As at 31March,2013

As at 31March, 2012

No. otsnares

Rs. inlakhs

No. ofshanes

Rs. inlakhs

(b)

AuthorisedEquity shares of I 10 each with voting rights5% Cumulative redeemable preferenceshares of { 100 eachtssueoEquity shares of{ 10 each with voting rights5% Cumulative redeemable preferenceshares of { 100 eachSubscribed and ful ly paid upEquity shares of < 10 each with voting rightsSubscribed and Notfui ly paid upEquity sLrares of I l0 each wrh voting rights< 5 not paid up

Add: Forefeited Shares

5% Cumulative redeemable preferenceahares of { 100 each

I otal

(c)

(01

5,000,000

200,000

500.00

200.00

;,000,000

200,000

500.00

200.00

3,585,000

200,000

358.50

200.00

],585,000

200,000

358.50

200.00

3,582,975

1,825

358.30

0.09

),582,97s

1,425

35B.30

0.093,584,800

200358.39

0.01],584,800

2g)358.39

0.013,585,000

200,000

358.40

200.00

],585,000

200,000

358.40

200.00558.40 558.40

Notes Iorming part of the linancial slalementsNo te2 :ShareCao i ta l (Rs. in Lakhs)

Refer Nores O to (v) below(i) Reconciliation ofthe numberofshares and amount outstanding aithe beginning and atthe

end ofthe fe eriodlParticulars Closing

Mte

Equity shares with voting rights:Year ended 31 lMarch, 2013

- Amount F in lakhs)Year ended 31 N'larch, 2012

- Amounl R in lakhs

3,582,975358.30

3,582,975

200,000200.00

200,000200.00

5% Cumulalive fedeemablepreference shares of ? 100 eachYear ended 31 lvlarch, 2013

- Amount K in lakhs)Year €nded 31 March, 2012

'Amount K in lakhs)

(@

& uip"o s"u.t"n ning" rcupnt) ti'tua

Arrearsoff ixedcumulativedividendsonredeemab|epreferencesharesasat3lMarch,20l3< 120 Lakhs (As at 31 March,20'12<110Lakhs)

(ii) Detairs of shares herd bv "u"113fP!E:9!I9iIgE1:1j!31=

(iii)Aggregate number and class of shares allotted as tully paid up pursuant to contract(s)

without payment belng recelveo In casn, bonus shares and shares bought back for ihe

f"iioJ oi i y""," i.."iiately preceoinq the Balance Sheetdate:number of shares

Particulais

Fully paid up pursuant to contract(s) withoutpayment being received in cash

Fully paid uP bY way of bonus shares

Shares back

5% Cumulative redeemable oreference shares

o1n-00€aehFully paid up pursuantto contract(s) withoutpayment being received in cash

Fully paid up bY way of bonus shares

Shares bouqhl back

As at31 March,2012

NIL

Class of shares / Name oI shareholder As at 31March,2013

As at 31March,2012

No, ol

held

/. holdin!in thal

No, of

held

holdinginlhat

Equiiy shares with voting rightsc..han.lr Trmmala

1563,72243.62

5&,7243.62

Ty.cumulative,edeemablepref erencesharesof t 100 eachSachendraTummala 200,000100.00 200,00c'100.00

^aipco s.an!.ss ainss (cujant) Linfted&

Details of calls unpaidPariiculars

As at 31March,2012

- by directors- by officers- oy others

Note 3

Lrifu shares wiih voiino riqhtsAggregate of calJs unpaid

As at 31March, 2013

M Detajls of forfeited sharesClass of Shares

Equity shares with votjng rights

As at 3lMarch, 2013

As al31March,2012

oriqinallv 'iEinally

Bs, inrakhs

0.012r)0

paro up

Lakls

0.01 200an

Particulars

(a) Capitat reserveOpening balanceAdd: Additjons during the yeafLesst Utilised /transferred during the yearClosing batance

(b) Cash Subsjdy ReserveOpening balanceAdd: Additrons /transfers ouring the yea.Less: Utiljsations / hansfers during the yearClosing balance

(k) Surplus/ (Deficit) in Statement of profit ano LossOpening balanceAdd: Profit / (Loss) for the yearAmou nts transfefied from:Generalreserve

As al31March, 2013Rs. in Lakhs

As at 31March,2012Rs- in Lakhs

744.54 744.54

744.54 744.54

34.12 34.12

u.12 34.12

0,31s.e6)(e.62)

0,312.09)(7.87)

II

I

-

\U M'pco seantess Bnss cuia,a L'n ed

Other reservesLess: Interim dividendDividendsproposedto bedistr ibutedtoequity shareholders ({ NIL per share)Dividendsproposedto bedistributedtopreference shareholders FNIL per share)Tax on dividendTransferred toGeneralreserveCapilal redemption reserveDebenture redemption reserveOther reserves {give details)Closing balance

Total

(1,329.58) 0,319.96)(5s0.92) (s1

Note 4 Short-term borrowings

Particulars As at 31March, 2013Rs. in Lakhs

As at 31March,2012Bs. in Lakhs

Loans and advancesfrom related parties

Unsecured Loan from Director- Sachendra Tummala '19.46 10.7719.46 10-77

Note 5 Trade payables

Paniculars As at 31March, 2013Rs. in Lakhs

As at 31March,2012Bs. in Lakh

Tradepayables 1 .60 0.48

1.60 0.,r8

Note 6 Other currenl liabilities

Particulars As at 3lMarch, 2013Rs. in Lakhs

As at 31March,20'12Rs. in Lakhs

Otherpayables(i) Statutory remitances [tDS payable)(ii) Rent payable(iii) Other accounts payable

0.070.30

o.440.06

0,37 0.50(@

Mbco seantess Rinss Guknn Li.tiled6

Note 7 Short-ierm provisions

Snce-there-as,no emror grarufy and the batance of the previous year is being carried foMa.d

Particulars

Provision lor gratuity

Particulars

Sales Tax Deposit (Against Stay) 1 988-89 -Unsecured, considered good

Total

Particulars

Interest on CSTInterest on GSTAdvance income tax (net ol receivable { 9.9(As at 31 March,2011 <9.8)

Particulars

As at 31Match,2O12Rs. in Lakhs

Asat31Ma.ch,2012Fs. in Lakhs

As at 31Maich,2012Rs. in Lakhs

0.31

16.41

2.046.31

8.06

',u.ai

16.35

Aa at 31Ma.ch,2012Rs. in Lakhs

Trade receivables outstanding tora period exceeotngsix months from the dale they were due for paymemSecured, considered goodL,nsecured, considered gooduoudmrl

Less: Provision for doubtfultrade receivablesTotal

As al 3tMarch,20l3Fs, in Lakhs

Note I Long-term loans and aalvances

As at31March, 2013Rs. In Lakhs

Nole 9 Olher nonturrent assets

As at31March, 2013Rs. In Lakhs

As at 3lMarch,2013Rs, in Lakhs

'16.35

& Mipco seamtess Fkss (Guiamt) Linred

Note'11 Cash and cash equivalenlsAs at 31

March,20l2Rs. in Laktrs

Partlculars

(a) Cash on hand(b) Cheques, drafts on hand

(c) Balances with banks(i) In current accounts

Total

Ofthe above, the balancesthat meetthe definition of

Cash and cash equivalents as perAs 3

Cash Flow Statements is

Nole l2 Short Term Loans & advances

Particulars

0.02

0 . 1 1

0.13

Rent DepositTotal

As at 31March, 2012Rs. in Lakhs

As at 31Match,20'12Rs. in Lakhs

0.13

1 .901.90

2.79

Note'13 Other Current Assets

Particulars

Excess lemun lraion recoverable kom directorpaid in earlier Years

Total

Note 14 Deterted tax (liability) / asset

articulars

On expenditure deferred in the books butallowablefor iax purposesOthers

As at 31March, 2012Rs. in Lakhs

As at 31March, 2013Bs. in Lakhs

Asat31March,2013Rs. in Lakhs

As at 31March,2013Rs. in Lakhs

As at 31March, 2013Rs. in Lakhs

Oelerred tax (liability) / asset

Tax effect of items constilutina deferred tax assetsTax efiecl of items constituting deferred tax assetsNei deferred tax (tiabi,ity) / assetln accofdance withAccounting Slandard_22Accounting for Taxes on Income.(l) The defefied tax Assets relates to the extent

otliabjlityfor GratuitycaffjedfoMard.(ll) Deferred tax arising on account ofbrouqht

foMard losses and unabsorbeed deper;ciation|s-presenfly not recognjsed for want of certaintyof suff icient fu ture taxable income being generaieo.

Paniculars

Rent including lease rentalsAnnualList ing FeesPrinting and stationeryPostage &CourrierLicence & Other feesShare TransferAgent FeeMerger ExpensesAdvertisement Expenses (Others)Legajand professionalPaymentsto auditors (Refer note beJow)DmatexpensesTravelexpenseIViscellaneous expenses

Total

Particulars

Asa t3 lMarch,2012Rs. in Lakhs

o.24o .17o.13o.7a0 .150.533.030.51't.21

0.61

o.517-87

A6at31March,2012Rs. in Lakhs

Payments to the auoitors comprises (net of serv,cetax input credit, where applicable)l

Note 15 Other expenses

Note:

As at31March,20l3Rs. in Lakhs

0.44

o.17o.771.730.o71.22

0.64

o.290.43o.290.59

As at 3'lMarch, 2013Rs. in Lakhs

Mipco Seanless Rings (Gujamt) Linited

As auditors - statutory auditFor taxation mattersFor company law mattetsFor managemeniseruicesForotherseruicesReimbu€ement of expenses

Total

0.39

0.61

Note 16 Additional intormation to lhe financial statements16.1 Contingent liabilities and commitments (to the extent not provided for)

Contingent Liabilities not Provided for:(i) IncomeTax demand contested in appeal.(ii) Claims of Sales Tax disputed by the Company.Arrears ofdividend on CumulaUve RedeemablePreference Sharesforthe years 2001-02 to 2012- 13

Particulars

Particulars

As at 31March, 2012Rs. h Lakhs

39.347.90

110.00

As at 31March,2012Fs. in Lakhs

o.24

10.27

16.2 Related Party Oisclosures Under Accounling Slandard 18

RELATED PARTIESA. (i) Assoclate Companies:

ABC Bearings Ltd.,[4ipco Investments Pvt. Ltd.,l\,4anovvay Investments P!'t- Ltd.,i\,4aple lnvegtments P\4. Ltd.,Copus Software Pvt. Ltd.

(ii) Key l\4anagement Personnel:Mr. Sachendra Tummala ([Ianaging Direclor)Mr. S.Nl. Patel (Directo0

B. Belated Party Transact ons

Associate Companies IRentpaidKey lvlanagemeni Personnel:Short term borrowings (Unsecured)

4.22

0.07

As al31March, 2013Rs, in Lakhs

39.947.90

120.00

As ai 3'lMarch,2013Rs. in Lakhs

(@

tttjpco seanhss uinss (Gukrct) Linil:d@

0.06

10.77Credi i

1.90 DebitD Rs 1 90 lacs (PJevious yeaf Rs. 1.90 Jacs) incruded under other current assets is recovJraore

fromthe-Mr. SM Patel(Director) outofexcess remuneratjon aggregating Rs s.++ lat<niparo

C. OutstandingbalancesAssociate CompanyKey Management personnel:

Mr. Sachendra Tummala (Managing Direcrorll\4r. S M. Patel (Director)

t

in earJieryears.

E There are no write offs or write back of any amounts for any of the above related parties.

16.3 The Company presen ydoes nothave any l\,4anufacturing Operations and resiructurrngof activities is u nder cons ideration.

16.4 Quantilative Details and other information therefore are notapplicalble.16.5 {a) Compuialion of Net profit as per Section 309 (5) and Section 19g of the Companies

Act, 1956'-Not applicable in absence of any business activties

(b) Managing Director's remuneration under Section 19e of the CompaniesAct, 1956 Njl16.6 Disclosure as per Clause 32 ofthe Listing Agfeements with the Stock Exchanges

Loans and advances in the nature of loans given io subsidiaries, associates and othersand invesiment i . shares o,the Company bt sJ(h part.es:Name of the party Relationship Amount outslanding

as at 31 March, 2013Maximum balanceoutstanding during

the yearNIL(NrL)

N I L(N'L)

Note: Figures in bracket relatetothe previous year

Note 17 Disclosures under Accounting Standard 20 onParticulars

Earnings Per Share

Earnings per shareE6ieContinuing operationsNet profit / (loss)forihe yearfrom continuing operationsLess: Preference dividend and taxthereon

for the yeafended 31st

March, 2012Rs. in Lakhs

{7.8n(t1.62)

0.30

'19.46 Cfedit1.90 Debit

for the yearended 31stMarch, 2013Rs. in Lakhs

(e.62)(11.62)

Mipco seantess Rinss (Guiarct) Linited

Net orofit / (loss) for the yearftom coniinuing operationsattributable to the equity shareholders

Weighted average number of equity snares

Parvalue Per shareEarnings per sharefrom continuing operations - Basic

TotalooerationsNet profit / (loss)forthe YearLessi Preierence dividend and taxthereon

Net profit / {loss) for the year attributable to the equity

shareholdersWeighted average number otequity shares

Parvalue Per share

Earnings Per share - Basic

DilutedThediluLed earninqs oershare has been computedby dividing the Nel Profit Atter Tax avaitaote ro'

Eouiiv Shareholders byihe weighted average number

of eo;itv shares, after giving dilutive effect oftheortsi"nding Wattants, Stock Options and Convertiblebonds for ihe respective Periods.

Continuing ooeralionsNet profit/ (loss) fortheyearfrom conllnulngoperationsLess: Preference dividend and taxthereon

Net profit / (loss) forthe year attributable to the equity

shareholders f rom continuing operal|ons

Add: Interesiexpense and exchange fluctuation on

convertible bonds (net)

Profit/ (loss) attributable to equity shareholders from

continuing operations (on dilution)

Weighted average number of equity shares for

Addr Effect ol warranls, ESOPS and Convertiblebonds which are diiuiive

Werghled average number of equity shares _

fordiluled EPSPar value Per shareEarning Per share - Basics

(21.24)

3,5$,84810

(0.ss)

0 s.49)3,583,888

10(0.54)

(e.62)

01.62)V.B7J

(11.62)

\21.24)3,583,888

10(0.s9)

0 9.4s)3,583,888

10(0.54)

(9.62)(11.62)

v.87)01.62)

(21.24)

3,583,888

09.4e)

0e.4e)

3,583,888

3,583,88810

(0.5s)

3,583,88B'10

(0.54)

Mb@ Seambss Rinos (Guiaat) Linrteel

I

I

lIII

Note 18 Prevlous year's ligures

Previous yeals figures have been regrouped / reclassified wher€ver necessary to correspondwith the current year's classification /disclosure.

Interms of our report attachedFoTGANESH VENKAT& Co For and on behalt of lhe Board olFirm Regislration No1005293S Mipco Seaml€s8 Rings (Gujarat) LimitedChartored Accountants

SACHIN GUHA SANJIV KUMAR SACHENDRATTJIIIIALACOMPANYSECREIARY DIFECTOR DIRECTOF

G. RAJA VENKATPARTNERMembership No.025014

Hyd€rabad, 29th May, 2013

(@

Total operationsNet profit / (loss) lor th€ yearLess: Prefurence dividend and tax thereonNet profit / (loss) for the year attributable to theequityshareholdersAdd: Interesl expense and exchange fluctuationon convertible bonds (net)Profit / (loss) attributable to equity shareholders(ondilution)Weighted average numbor of equity shares forbasrc EHsAdd: Effect of Warrants, ESOPS and Convertiblebonds which are dilutiveWeighted average number of equity shares -for diluted EPSPar value per shareEarnings per share - Diluted

(9.62)(11.62)

(7.84

01.62)

(21.24) 09.49)

i{21.24\

3,583,884

0s.4s)

3,583,888

3,583,88810

(0.5e)

3,583,88810

(0.s4)

/t1U Mipco Seamless Rings (Gujarat) Linned

Cash Flow Statement lor the year ended 31st March, 2013 (Rs. in Lakhs)

For the year endedMarch 31,2013

r the year endedMarch 31, 2012

CASH FLOW FROM OPERATING ACIVmES : I

Net Profit/ {Loss) belore exlraordinary hems Iard tax IAdjlslncdslol I

Inlerest Income ILoss Oa Sale Of Fixed Assels ISundrycreditors oala.ces w ttenofl

|oPERATTNG PROFIT BEFORE WORKING ICAPTTALCHANGES IChanges in Working Caoilal, IActjustments for tincrease) dec@ase in ]ope?ting assets:

Trade and other recervableslnventoriesOther current assetsShort Term Loans and Advances

Adjustments for incrcase / (decrease) inoperatin g liabilities:

Trade payableShort-term borrowingsOther culrent liabilities

CASH GENEBATED FROM OPERATIONS

Refund Fringe Benefit Tax

CASH FLOWBEK)BE EfiRAORDMRY ITEI4S

Extra Ordinary iiemNETCASH FLOW FROM OPEBATING

ACTIVITIES (A)

CASH FLOW FROM INVESNNG AC'NVMES :

Sale of Fixed Assetslnterest received

NETCASH USED IN INVESTINGACTIVITIES €)

(9.62) (2.87)

(9.62)

(0.06)

B.69(0.13)

17.87)

4.44_

(0.08)10.27(7.18)

0.01

o.01

(0 38)_

(0.38)

0.01 (0.38)

*

Mipco seantess Rircs (cuja,t) Lin ed6

Interms ot our report attachedFor GANESH VENKAT & CoFlrm Registration No: 005293SChartered Accountants

G. BAJA VENKATPARTNERMembership No.025014

Hyderabad, 29th May, 2013

For and on behaf of the Board otMlpco Seamlese Rlngs (Guiarat) Llmited

SACHIN GUHA SANJIV KUiIAR SACHENOBATUMMATACOMPANYSECBETARY DIRECTOR DIBECTOR

C CASH FLOW FFOM FINANCINGACNVMESRepa-yment of Bonowings

NETCASH USED FROM FINANCINGACTtVtTtES (c)NET TNCREASg(DECREASO tN CASH& CASH EOUTVALENTS (A+B+C)

CASH & CASH EQUTVALENTS(OPENING BALANCE)

CASH & CASH EOUIVALENTS(cLostNG BALANCE)

NET INCFEASg(DECREASE} INCASH & CASH EOUIVALENTS

0.01

0,13

0.14

0.51

0.13

0.01 (0.38)

U,p"o Seantess Atngs Gup.u tinred&

MIPCO SEAMLESS RINGS (GUJARAT) LIMITEDRegd. Office: H.No.100, Nllkanlhnagar, Guja€l Housing Boald, Bharuch-392001, (Guiarat)

ATTENDANCE SLIPTo be handed over atthe entrance ofthe meeting hall

Full Name of lheMemberanend rg. . . . . . . . . . . . .

fio be filled in if lirsi nam€d jolnfholder does not attend the meeting)

(To be Jilled in if Proxy Form has been duiy deposiied with the Company)

I hereby record my presence at the THIRTY THIRD ANNUAL GENERAL MEETING of the Companyheld on Friday, ihe 23'! August, 2013 ai 1.30 pm at H. No. 100, Nilkanthnagar, GujaEt HousingBoard, Bharuch 392 001,(Gujarat).

[,4ember's/Proxy's signature(io be signed at the time of

MIPCO SEAMLESS RINGS (GUJARAT) LIMITEDRegd. Oflice: H.No.l0O, Nilkanthnagar, Gujarat Houslng Board, Bharuch-392001, (GujaraD

PROXY FORM

being memb€(s)oflhe above named Company, herebyappolnt..............................

as my/our proxy and to vole for me/us on my/our behalf at lhe THIRTY THIRD ANNUAL GENERAL

MEETING of the Company to be held on Friday, the 23'd August, 2013, at 1.30 pm al H. No. 100,

Nilkanthnagaf, Gujaal Housing Board, Bharuch 392 001,(Guiarat), or any adjournmenl lhereof.

Signedthisof. . . . . . . . - . . . . . . . - . . . . . . . . . . . . . . . .dayoi- . . . . . . . . . - . . . . . . . . . . . . . . . . . . . . . . .2013-

Regd. Fol io No.. . . . . . . . . . . . . . . . . . . . . . . . . .

Demat No.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

No. of Shares held . . . . . . . . . . . . . . . . . . . . .

The Corn panies Acl, 1 956 lays down that an insirument appointing a proxy shall be deposiled ai theRegistered Office of the Company noi less ihan 48 hours before the lime for holding ihe meeling.

(@

lo,

BOOK.POST

If talelivered, PIEase retum to :

Mipco Seamless Rings (Gujarat) Limited

ilabs Centre, Grcund Floor, A-Block, Unit No' 18'

Hitech City, Hyderabad - 500 08l,INDIA