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Directors Report of Ess Dee Aluminium Ltd.

Mar 31, 2013

To the Members of Ess Dee Aluminium Limited

The Directors are pleased to present the Ninth Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

The financial highlights of the year are:

(Rs. in Lacs)

Particulars Consolidated Standalone

March March March March 2013 2012 2013 2012

Total Income 75,950.53 68,219.04 72,760.48 65,636.24

Profit before Interest, Depreciation and Tax 18,487.26 17,102.59 17,776.40 15,716.34

Less Interest Expenses 4,452.14 3,575.70 3,949.51 3,382.43

Less Depreciation 3,613.04 3,562.17 3,401.24 3,390.37

Profit before Tax 10,422.08 9,964.72 10,425.65 8,943.54

Less Provision for Taxation 3,078.83 3,160.55 2,784.23 2,920.10

Net Profit after Tax 7,343.25 6,804.17 7,641.42 6,023.44

Add Balance brought forward 16,548.61 13,289.38 11,062.43 8,583.93

Profit available for Appropriation 23,891.86 20,093.55 18,703.85 14,607.37

Appropriation:

General Reserve 600.00 600.00 600.00 600.00

Debenture Redemption Reserve 1,894.00 2,200.00 1,894.00 2,200.00

Proposed Dividend 640.96 640.96 640.96 640.96

Dividend Distribution Tax 108.93 103.98 108.93 103.98

Balance carried Forward to the next year 20,647.97 16,548.61 15,459.96 11,062.43

Earning Per Share (Rs.) Basic 22.91 21.23 23.84 18.80

Earning Per Share (Rs.) Diluted 22.91 21.23 23.84 18.80

PERFORMANCE REVIEW

The financial year 2012-13 was good in terms of numbers as the total income forthe year under review increased by 10.85% to Rs. 72,760.48 lacs as compared to lastyear''s total income of Rs. 65,636.24 lacs. Profit before Tax also increased by 16.57% to Rs. 10,425.65 lacs in the current year compared to Rs. 8,943.54 lacs in the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2/- per equity share of Rs. 10/- each (i.e. 20%) forthe financial year ended 31st March, 2013 on the equity share capital of Rs. 32.05 crores, entailing an outgo of Rs. 640.96 lacs subject to approval by the members at the ensuing Annual General Meeting. This is exclusive of dividend distribution tax which will involve an outlay of Rs. 108.93 lacs and will be borne by the Company. The proposed dividend, if declared at the ensuingAnnual General Meeting, will be paid to those Equity Shareholders whose names appear in the Register of Members as on the book closure date.

The dividend proposed for the current financial year is indicative of the dividend payout policy of the Company to pay sustainable dividend linked to the consistent performance.

The register of members and share transfer books will remain closed from Wednesday, 18th September, 2013 to Tuesday, 24th September, 2013, both days inclusive. TheAnnual General Meeting of the Company is scheduled to be convened on Tuesday, 24th September, 2013 at Najrul Mancha, 1, M. M. Feeder Road, Kolkata -700 056.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 600 lacs (Previous year Rs. 600 lacs) to the General Reserve out of the amount available for appropriations and an amount of Rs. 15,459.97 lacs (Previous year Rs. 11,062.43 lacs) has been proposed to be retained in the Surplus Account. The transfer to General Reserve is in compliance to the Companies (Transfer of Profits to Reserves) Rules, 1975.

NON CONVERTIBLE DEBENTURES

An amount of Rs. 1,894 lacs has been transferred to Debenture Redemption Reserve (Previous year, the amount transferred was Rs. 2,200 lacs). Out of the Non Convertible Debentures (NCD) issued by the Company, NCD amounting to Rs. 40 Crores were redeemed on 29th July, 2013.

SHARE CAPITAL

The paid up share capital of the Company as on 31st March, 2013 was Rs. 32,04,78,110/- comprising of 3,20,47,811 equity shares of Rs. 10/-each.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Gautam Mukherjee and Mr. Dilip Phatarphekar, Directors of the Company, retire by rotation and being eligible, offer themselves for re- appointment at the ensuingAnnual General Meeting.

Mr. Ashis Bhattacharya and Ms. Vinaya Desai were appointed as Whole Time Directors of the Company for a period of 5 (five) years w.e.f. 14th February, 2013. The Board of Directors at its meeting held on 13th August, 2013 appointed Mr. T S. Bhattacharya as anAdditional Director of the Company.

The Company has received notices under Section 257 of the Companies Act, 1956 from members of the Company with requisite deposit signifying their intention to propose Mr. Ashis Bhattacharya, Ms. Vinaya Desai and Mr. T S. Bhattacharya as Directors of the Company.

The above appointment / re-appointment forms part of the notice convening the Annual General Meeting and the resolutions are recommended for your approval.

Brief resume of the Directors proposed to be appointed and re-appointed and other information as stipulated in Clause 49 of the ListingAgreement with the Stock Exchanges are part of Corporate Governance Report.

As disclosed inthe lastyear''sAnnual Report, Mr. Rajib Mukhopadhyay, Director Finance ofthe Company tendered his resignation and the same was accepted by the Board w.e.f. 21st August, 2012. The Board places on record its appreciation for the valuable services rendered by him during histenure as a Director ofthe Company.

PUBLIC DEPOSIT

Your Company has not accepted any fixed deposit from the public under Section 58Aof the CompaniesAct, 1956.

OPERATIONS

Your Company operates in a single segment i.e. Advanced Packaging Solutions.

The Company''s installed foil rolling capacity is currently at 37,000 MTPA. The PVC unit at Goa supplements the Company''s operations to provide the complete packaging solutions.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGAND OUTGO

As required under Section 217(1)(e) ofthe CompaniesAct, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the prescribed format asAnnexure ''A'' to this report.

PARTICULARS OF EMPLOYEES

As permitted by the provisions of Section 219(1 )(b)(iv) of the CompaniesAct, 1956, theAnnual Report does not contain the details required under the provisions of Section 217(2A) of the Companies Act, 1956, i.e. details of the names and other particulars of employees drawing remuneration aggregating to more than Rs. 60,00,000/- (Rupees Sixty Lacs only) per annum and Rs. 5,00,000/- (Rupees Five Lacs only) per month. Those interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office and the same will be sent by post. The statement is also available for inspection at the Registered Office of the Company on all working days except Saturdays between 11.00 a.m. to 1.00 p.m. till the date of Annual General Meeting.

SUBSIDIARY COMPANIES

Particulars of subsidiary Companies areas follows:

FlexArt Foil Limited fFAFL)

Flex Art Foil Limited is the wholly owned Indian Subsidiary of your Company which provides facilities for printing of Aluminium blister and poly to pharmaceutical companies for their packaging solutions at various locations across the country.

Brief financials of FAFLforthe financial year ended 31st March, 2013 are as follows:

(Rs. in lacs)

Particulars Year ended Year ended 31st March, 2013 31st March, 2012

Sales (net of excise duty) & Other Income 13,654.35 11,102.14

Profit before Depreciation & Tax 1,303.25 1,245.42

Less Depreciation 196.64 170.37

Profit after depreciation before tax (PBT) 1,106.61 1,075.05

Provision for Taxation 294.59 240.45

Net Profit available for Appropriation (PAT) 812.02 834.60

Ess DeeAluminium Pte. Limited

Ess Dee Aluminium Pte. Limited is a wholly owned subsidiary Company incorporated in the Republic of Singapore on 15th December, 2011 (hereinafter referred as foreign Subsidiary!!).

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss as on 31st March, 2013 and other documents of both the subsidiary Companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary Companies is disclosed in theAnnual Report in compliance with the said circular. The Company will make available theAnnual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies on all working days except Saturdays between 11.00 a.m. to 1.00 p.m. till the date of Annual General Meeting.

The details of each subsidiary company with respect to capital, reserves, total assets, total liabilities, details of investment (except in case of investment in subsidiary companies), turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend as prescribed by the Ministry of CorporateAffairs is included in theAnnual Report.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the attached consolidated financial statements have been prepared in accordance withAccounting Standard AS-21 on Consolidated Financial Statements read with Accounting StandardAS-23 onAccountingfor Investments inAssociates.

PERSONNEL & INDUSTRIAL RELATIONS

The Industrial relations continue to be peaceful and cordial. Our employees are compassionate and committed for the success of the Company. We have set up a scalable recruitment and resource management process which enables us to attract and retain talent. The focus is on increasing the efficiency and effectiveness of the employees and thereby contributing to the organizational trimuph in the competitive market.

We strongly believe that trained and motivated people determine the future augmentation of the Company. Your Company endeavors to attract and recruit best possible talent and considers the quality of its human resources to be most important.

EMPLOYEE SAFETY

Employee safety is of paramount importance for the Company. All the executives in the Company have a personal objective of ensuring a safe working environment for its employees. The safety performance is analyzed in all important forums.

The Company and its Management value the dedication of its employees and acknowledge their contribution in attaining short and long term goals of the Company. The Company has been encouraging employees by providing better working environment, opportunities and training in various fields.

The Board wishes to place on record its sincere appreciation of the dedicated efforts of all employees in advancing the Company''s vision and strategy to deliver a record performance.

CORPORATE GOVERNANCE

As required by the existing Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. The Auditors of the Company have certified the Company''s compliance of the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is annexed to the Report of the Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 (Qhe Actp, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the year ended on that date;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts of the Company on a -going concern basis-.

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements forthe year under review.

AUDITORS & AUDITORS'' REPORT

M/s. M. P. Chitale & Co., CharteredAccountants, theAuditors ofthe Company hold office until the conclusion ofthe ensuingAnnual General Meeting and are eligible for re-appointment.

The Company has received letter from theAuditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) ofthe CompaniesAct, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 ofthe saidAct.

The Audit Committee and the Board of Directors therefore recommend the appointment of M/s. M. P. Chitale & Co., Chartered Accountants as StatutoryAuditors of the Company forthe financial year 2013-2014 forthe approval of the members.

With regard to the Auditor''s remarks on the non-payment of advance tax and sales tax, the Board wishes to inform that as per the order of the Hon''ble BIFR sanctioning the merger of erstwhile IFL with the Company, the BIFR has asked the concerned departments to consider exemption under Section 115JB ofthe Income tax Act 1961 / Sales Tax. The Company has received the order from the income tax authorities and will be making due tax payments considering the reliefs granted. The Company is inthe process of obtaining approval from the sales tax authorities.

COST AUDITORS

Based on the recommendations of the Audit Committee, the Board of Directors had appointed Mr. Prasad Sawant, Cost Accountants as the CostAuditors ofthe Company to audit the CostAccounts related to the products ofthe Company for the year 2011 -2012. The due date for filing the above cost audit reports was 28th February, 2013 and the same was filed within the due date. The Board of Directors had approved re-appointment of Mr. Prasad Sawant, Cost Accountants as CostAuditors ofthe Company forthe financial year 2012-2013 as well as 2013-2014.

INTELLECTUAL PROPERTY

Your Company and its Indian subsidiary are owners of several trademarks namely .Ess Dee_, .Flex Art_and JFL-registered under various classes of trademarks. Your Company has also made applications to the Trade Mark Registry, Mumbai for registration oftrademark ^ouse Foil ^

RECONCILIATION OF SHARE CAPITALAUDIT

In compliance of circular no. D&CC/FITTC/CIR-16/2002 dated 31st December, 2002 further amended by Circular No. CIR/MRD/DP/30/2010 dated 6th September, 2010 issued by the Securities and Exchange Board of India (ffiEBlH), Reconciliation of Share CapitalAudit has being carried out at the specified intervals by a Practising Company Secretary and have been submitted to the Stock Exchanges where the Company is listed within due dates.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory, Government authorities and Stock Exchanges for their continued support and co-operation. The Directors also wish to place on record their appreciation of the contribution made by the business partners/associates at all levels.

Your Directors also take this opportunity to appreciate and acknowledge the sincere and dedicated efforts made by the workers, staff and officers at all levels towards the success ofthe Company.

For and on behalf of Board of Directors

Place: Mumbai Sudip Dutta

Date: 13th August, 2013 Chairman


Mar 31, 2012

To the Members of Ess Dee Aluminium Limited

The Directors are pleased to present the Eighth Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended 31st March, 2012.

FINANCIAL RESULTS

The financial highlights of the year are:

(Rs. in Lacs)

Particulars Consolidated Standalone March 2012 March 2011 March 2012 March 2011

Total Income 68,309.11 70,666.66 65,726.32 67,243.74

Profit before Interest, Depreciation and Tax 17,102.59 19,654.74 15,716.34 17,867.65

Less Interest Expenses 3,575.70 2,207.00 3,382.43 1,854.85

Less Depreciation 3,562.17 2,028.14 3,390.37 1,943.57

Profit before Tax 9,964.72 15,419.60 8,943.54 14,069.23

Less Provision for Taxation 3,160.55 3,618.33 2,920.10 3,313.24

Net Profit after Tax 6,804.17 11,801.27 6,023.44 10,755.99

Add Balance brought forward 13,289.38 3,835.53 8,583.93 175.35

Profit available for Appropriation 20,093.55 15,636.80 14,607.37 10,931.34

Appropriation:

General Reserve 600.00 900.00 600.00 900.00

Debenture Redemption Reserve 2,200.00 700.00 2,200.00 700.00

Proposed Dividend 640.96 640.96 640.96 640.96

Dividend Distribution Tax 103.98 106.45 103.98 106.45

Balance carried Forward to the next year 16,548.61 13,289.38 11,062.43 8,583.93

Earning Per Share (Rs.) Basic 21.25 37.34 18.80 34.03

Earning Per Share (Rs.) Diluted 21.25 37.34 18.80 34.03

PERFORMANCE REVIEW

The financial year 2011-12 turned out to be a difficult year to some extent as the total income for the year under review tumbled by 2.25% to Rs. 65,726.32 lacs as compared to last year's total income of Rs. 67,243.74 lacs. Profit before Tax also dwindled by 36.43% to Rs. 8,943.54 lacs in the current year compared to Rs. 14,069.23 lacs in the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2/- per equity share of Rs. 10/- each (i.e. 20%) for the financial year ended 31st March, 2012 on the equity share capital of Rs. 32.05 crores, entailing an outgo of Rs. 640.96 lacs subject to approval by the members at the ensuing Annual General Meeting. This is exclusive of dividend distribution tax which will involve an outlay of Rs. 103.98 lacs and will be borne by the Company. The proposed dividend, if declared at the ensuing Annual General Meeting, will be paid to those Equity Shareholders whose names appear in the Register of Members as on the book closure date.

The dividend proposed for the current financial year is indicative of the dividend payout policy of the Company to pay sustainable dividend linked to the consistent performance.

The register of members and share transfer books will remain closed from Monday, 24th September, 2012 to Friday, 28th September, 2012, both days inclusive. The Annual General Meeting of the Company is scheduled to be convened on 28th September, 2012 at Kolkata.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 600 lacs (Previous year Rs. 900 lacs) to the General Reserve out of the amount available for appropriations and an amount of Rs. 11,062.43 lacs (Previous year Rs. 8,583.93 lacs) has been proposed to be retained in the Profit and Loss Account. The transfer to General Reserve is in compliance to the Companies (Transfer of Profits to Reserves) Rules, 1975.

NON CONVERTIBLE DEBENTURES

An amount of Rs. 2,200 lacs has been transferred to Debenture Redemption Reserve (Previous year, the amount transferred was Rs. 700 lacs).

SHARE CAPITAL

The paid up share capital of the Company as on 31st March, 2012 was Rs. 32,04,78,110/- comprising of 3,20,47,811 equity shares of Rs. 10/- each.

Pursuant to the order of Hon'ble Board for Industrial and Financial Reconstruction ("BIFR") dated 30th September, 2010, erstwhile India Foils Limited ("IFL") got merged with the Company. In terms of Clause 10.8 of the Scheme of Merger, the Authorised Share Capital of IFL got transferred and merged with the Authorised Share Capital of the Company.

Post merger, the Authorised Share Capital of the Company was Rs. 3,71,40,00,000/- (Rupees Three Hundred Seventy One Crores Forty Lacs only) divided into 3,50,00,000 (Three Crores Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each aggregating to Rs. 35,00,00,000/- (Rupees Thirty Five Crores only), 80,00,00,000 (Eighty Crores) Equity Shares of Rs. 1/- (Rupee One only) each aggregating to Rs. 80,00,00,000/- (Rupees Eighty Crores only) and 2,56,40,000 (Two Crores Fifty Six Lacs Forty Thousand) Preference Shares of Rs. 100/- (Rupees One Hundred only) each aggregating to Rs. 2,56,40,00,000/- (Rupees Two Hundred Fifty Six Crores Forty Lacs only).

The Board of Directors at its meeting held on 29th May, 2012 had decided and resolved to consolidate the Authorised Share Capital of the Company to the tune of Rs. 80 crores so as to rank the merged equity shares of IFL with face value of Rs. 1/- pari passu with the equity shares of the Company with face value of Rs. 10/- in terms of face value and all other respects. The approval of the members was sought through postal ballot for the same and the resolution was passed with requisite majority by the members. The result of the postal ballot was declared on 30th July, 2012.

Post the approval of the members, the present Authorised Share Capital of the Company now is Rs. 3,71,40,00,000/- (Rupees Three Hundred Seventy One Crores Forty Lacs only) divided into 11,50,00,000 (Eleven Crores Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) each aggregating to Rs. 115,00,00,000/- (Rupees One Hundred and Fifteen Crores only) and 2,56,40,000 (Two Crores Fifty Six Lacs Forty Thousand) Preference Shares of Rs. 100/- (Rupees One Hundred only) each aggregating to Rs. 2,56,40,00,000/- (Rupees Two Hundred Fifty Six Crores Forty Lacs only).

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Sudip Dutta and Mr. Madan Mohan Jain, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

Mr. Debdeep Bhattacharya, Whole Time Director of the Company tendered his resignation and the same was accepted by the Board w.e.f. 12th October, 2011. Mr. Soumitra Barari, Whole Time Director of the Company tendered his resignation and the same was accepted by the Board w.e.f. 13th January, 2012.

The Board of Directors at its meeting held on 14th August, 2012 had accepted the resignation of Mr. Rajib Mukhopadhyay as the Director Finance of the Company w.e.f. 21st August, 2012.

The Board places on record its appreciation for the valuable services rendered by Mr. Debdeep Bhattacharya, Mr. Soumitra Barari and Mr. Rajib Mukhopadhyay during their tenure as Directors of the Company.

Mr. Bijoy Kumar Pansari was appointed as the CEO and Whole Time Director of the Company for a period of 5 (five) years w.e.f. 3rd December, 2011. Mr. Sudip Dutta, the then Chairman and Managing Director of the Company relinquished his position as the

Managing Director of the Company. He tendered his relinquishment letter on 14th December, 2011. Consequent of the same, Mr. Bijoy Kumar Pansari was promoted as the CEO and Managing Director of the Company.

The Company has received notice under Section 257 of the Companies Act, 1956 from a member of the Company with requisite deposit signifying her intention to propose Mr. Bijoy Kumar Pansari as Director of the Company.

The above appointment / re-appointment forms part of the notice convening the Annual General Meeting and the resolutions are recommended for your approval.

Brief resume of the Directors proposed to be appointed and re-appointed and other information as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges are part of Corporate Governance Report.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

As disclosed in the last year's Annual Report, the Company had filed a petition before the Company Law Board ("CLB"), Mumbai Bench for amendment in Clause II of the Memorandum of Association of the Company, for shifting of registered office of the Company from Union Territory of Daman to Kolkata in the State of West Bengal.

CLB had vide its order dated 23rd September, 2011 approved the shifting of registered office of the Company to the State of West Bengal. The Company had intimated the Registrar of Companies, Kolkata, West Bengal about the situation of the new registered office at "1, Sagore Dutta Ghat Road, Kamarhati, Kolkata - 700 058, West Bengal" in the prescribed e-form.

Further, the Board of Directors at its meeting held on 14th February, 2012 had decided and resolved to maintain the Books of Accounts at the Corporate Office of the Company at Mumbai. Accordingly, the same was intimated to and approved by the Registrar of Companies, West Bengal, Kolkata.

PUBLIC DEPOSIT

Your Company has not accepted any fixed deposit from the public under Section 58A of the Companies Act, 1956.

OPERATIONS

Your Company operates in a single segment i.e. Advanced Packaging Solutions.

The Company's installed foil rolling capacity is currently at 37,000 MTPA. The PVC unit at Goa supplements the Company to provide the complete packaging solutions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in the prescribed format as Annexure 'A' to this report.

PARTICULARS OF EMPLOYEES

As permitted by the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report does not contain the details required under the provisions of Section 217(2A) of the Companies Act, 1956, i.e. details of the names and other particulars of employees drawing remuneration aggregating to more than Rs. 60,00,000/- (Rupees Sixty Lacs only) per annum and Rs. 5,00,000/- (Rupees Five Lacs only) per month. Those interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office and the same will be sent by post. The statement is also available for inspection at the Registered Office of the Company on all working days except Saturdays between 11.00 a.m. to 1.00 p.m. till the date of Annual General Meeting.

SUBSIDIARY COMPANIES

Particu lars of subsidiary Compan ies are as follows:

Flex Art Foil Limited (FAFL)

Flex Art Foil Limited (formerly Flex Art Foil Private Limited) is the wholly owned Indian Subsidiary of your Company which provides facilities for printing of Aluminium blister and poly to pharmaceutical companies for their packaging solutions at various locations across the country.

The status of FAFL was changed from Private to Public vide the approval of its members at the Extraordinary General Meeting held on 29th May, 2012. The Registrar of Companies, Maharashtra, Mumbai had issued the Fresh Certificate of Incorporation dated 15th June, 2012 confirming the change of status of FAFL to a Public Limited Company.

Brief financials of FAFL for the financial year ended 31st March, 2012 are as follows:

(Rs. in lacs)

Particulars Year ended Year ended 31st March, 2012 31st March, 2011

Sales (net of excise duty) & Other Income 11,102.14 10,758.13

Profit before Depreciation & Tax 1,245.42 1,329.73

Less Depreciation 170.37 84.57

Profit after depreciation before tax (PBT) 1,075.05 1,245.16

Provision for Taxation 240.45 305.09

Net Profit available for Appropriation (PAT) 834.60 940.07

Ess Dee Aluminium Pte. Limited

The Company has incorporated Ess Dee Aluminium Pte. Limited a wholly owned subsidiary Company in the Republic of Singapore on 15th December, 2011 (hereinafter referred as "Foreign Subsidiary")

Pursuant to the general exemption granted by the Ministry of Corporate Affairs under Section 212 of the Companies Act, 1956, the Company is not required to annex to this Report, the Annual Reports of the subsidiary companies for the financial year ended 31st March, 2012. However, if any member of the Company or the respective subsidiary companies so desires, the Company will be happy to make available the Annual Accounts of the subsidiary company(ies) to them, on request. These will also be available for inspection at the Registered Office of the Company and of its subsidiary companies on all working days except Saturdays between 11.00 a.m. to 1.00 p.m. till the date of Annual General Meeting.

The details of each subsidiary company with respect to capital, reserves, total assets, total liabilities, details of investment (except in case of investment in subsidiary companies), turnover, profit before taxation, provision for taxation, profit after taxation and proposed dividend as prescribed by the Ministry of Corporate Affairs is included in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the attached consolidated financial statements have been prepared in accordance with Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates.

PERSONNEL & INDUSTRIAL RELATIONS

The Industrial relations continue to be peaceful and cordial. Our employees are compassionate and rigorous for the success of the Company. We have set up a scalable recruitment and resource management process which enables us to attract and retain talent. The focus is on increasing the efficiency and effectiveness of the employees and thereby contributing to the organizational triumph in the competitive market.

We strongly believe that trained and motivated people determine the future augmentation of the Company. Your Company endeavors to attract and recruit best possible talent and considers the quality of its human resources to be most important.

EMPLOYEESAFETY

Employee safety is of paramount importance for the Company. All the executives in the Company have a personal objective of ensuring a safe working environment for its employees. The safety performance is analyzed in all important forums.

The Company and its Management value the dedication of its employees and acknowledge their contribution in attaining short and long term goals of the Company. The Company has been encouraging employees by providing better working environment opportunities and training in various fields.

The Board wishes to place on record its sincere appreciation of the dedicated efforts of all employees in advancing the Company's vision and strategy to deliver a record performance.

CORPORATE GOVERNANCE

As required by the existing Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. The Auditors of the Company have certified the Company's compliance of the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is annexed to the Report of the Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956 ("the Act"), with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the year ended on that date;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts of the Company on a "going concern basis".

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the year under review.

AUDITORS & AUDITORS' REPORT

M/s. M. P. Chitale & Co., Chartered Accountants, the Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting. They have confirmed their eligibility and willingness to accept the office of Auditors.

The Audit Committee and the Board of Directors therefore recommend the appointment of M/s. M. P. Chitale & Co., Chartered Accountants as Statutory Auditors of the Company for the financial year 2012-2013 for the approval of the members.

With regard to Auditors' remark on the non-payment of advance tax of Rs. 808.65 lacs, the Board wishes to inform that as per the order of Hon'ble Board for Industrial and Financial Reconstruction ("BIFR") sanctioning the merger of erstwhile India Foils Limited with the Company, the BIFR has asked the concerned Department to consider exemption under Section 115JB of the Income Tax Act, 1961/ Sales Tax. The Company is in the process of obtaining the approval from appropriate authorities.

COST AUDITORS

The Company has come under the purview of Cost Audit for the first time in financial year 2011 -12.

Based on the recommendations of the Audit Committee, the Board of Directors has approved the appointment of Mr. Prasad Sawant as the Cost Auditors of the Company for the financial year 2011-12, subject to the approval of the Central Government. As required under the provisions of Section 224(1B) read with Section 233B(2) of the Companies Act, 1956, the Company has obtained a written confirmation from Mr. Prasad Sawant to the effect that they are eligible for appointment as Cost Auditors under Section 233B of the Companies Act, 1956. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company. The Cost Auditor shall forward their report to the Central Government, Ministry of Corporate Affairs, New Delhi for the financial year 2011-12, within the prescribed time limit.

INTELLECTUAL PROPERTY

Your Company and its Indian subsidiary are owners of several trademarks namely "Ess Dee", "Flex Art" and "IFL" registered under various classes of trademarks. Your Company has also made applications to the Trade Mark Registry, Mumbai for registration of trademark "House Foil".

RECONCILIATION OF SHARE CAPITAL AUDIT

In compliance of circular no. D&CC/FITTC/CIR-16/2002 dated 31st December, 2002 further amended by Circular No. CIR/MRD/DP/30/2010 dated 6th September, 2010 issued by the Securities and Exchange Board of India ("SEBI"), Reconciliation of Share Capital Audit has being carried out at the specified intervals by a Practising Company Secretary and have been submitted to the Stock Exchanges where the Company is listed within due dates.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory, Government authorities and Stock Exchanges for their continued support and co-operation. The Directors also wish to place on record their appreciation of the contribution made by business partners / associates at all levels.

Your Directors also take this opportunity to acknowledge the dedicated efforts made by workers, staff and officers at all levels for their contribution to success of the Company.

For and on behalf of Board of Directors

Sudip Dutta

Chairman

Place: Mumbai

Date: 14th August, 2012


Mar 31, 2011

To the Members,

Ess Dee Aluminium Limited

The Directors are pleased to present the Seventh Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

The financial highlights of the year are:

(Rs. in Lacs)

Particulars Consolidated Standalone

March 2011 March 2010 March 2011 March 2010

Total Income 70,666.66 60,405.58 67,243.74 55,487.07

Profit before Interest,

Depreciation and Tax 19,654.74 17,321.64 17,867.65 15,486.75

Less Interest Expenses 2,207.00 1,996.83 1,854.85 1,662.36

Less Depreciation 2,028.14 1,741.22 1,943.57 1,665.64

Profit before Tax 15,419.60 13,583.59 14,069.23 12,158.75

Less Provision for Taxation 3,618.33 (5,744.51) 3,313.24 (6,033.92)

Profit after Tax 11,801.27 19,328.10 10,755.99 18,192.67

Loss After Tax for

FY 2008-09 of erstwhile IFL - (14,881.66) - (14,881.66)

Balance of P & L of erstwhile IFL

(Net of Adj.of Merger) - - (13,527.90) (13,527.90)

Net Profit after Tax 11,801.27 (9,081.46) 10,755.99 (10,216.89)

Add Balance brought forward 3,835.52 14,664.03 175.35 12,139.60

Profit available for Appropriation 15,636.80 5,582.57 10,931.34 1,922.71

Appropriation:

General Reserve 900.00 1,000.00 900.00 1,000.00

Debenture Redemption Reserve 700.00 - 700.00 -

Proposed Dividend 640.96 640.96 640.96 640.96

Dividend Distribution Tax 106.45 106.40 106.45 106.40

Excess provision of Wealth Tax - 0.31 - -

Balance carried Forward to the next year 13,289.39 3,835.52 8,583.93 175.35

Earning Per Share (Rs.) Basic 37.34 15.98 34.03 11.90

Earning Per Share (Rs.) Diluted 37.34 14.63 34.03 10.90

PERFORMANCE REVIEW

Your Company has recorded a significant growth in its performance. Total Income grew to Rs.

67.243.74 lacs, registering 21.19% growth over previous year total income of Rs. 55,487.07 lacs. Profit before Tax increased by 15.71% to Rs. 14,069.23 lacs in the current year compared to Rs.

12.158.75 lacs in the previous year.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 2/- per equity share of Rs. 10/- each (i.e. 20%) for the year ended 31st March, 2011 on the equity share capital of Rs. 32.05 crores, entailing an outgo of Rs. 640.96 lacs subject to approval by the members at the ensuing Annual General Meeting. This is exclusive of dividend distribution tax which will involve an outlay of Rs. 106.45 lacs and will be borne by the Company. The proposed dividend, if declared at the ensuing Annual General Meeting, will be paid to those Equity Shareholders whose names appear in the Register of Members as on the book closure date.

The dividend proposed for the current financial year is indicative of the dividend payout policy of the Company to pay sustainable dividend linked to the consistent performance.

The register of members and share transfer books will remain closed from 23rd September, 2011 to 28th September, 2011, both days inclusive. The Annual General Meeting of the Company is scheduled to be convened on 28th September, 2011 at Daman.

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 900 lacs (Previous year Rs. 1,000 lacs) to the General Reserve out of the amount available for appropriations and an amount of Rs. 8,583.93 lacs (Previous year Rs. 175.35 lacs) has been proposed to be retained in the Profit and Loss Account. The transfer to General Reserve is in compliance to the Companies (Transfer of Profits to Reserves) Rules, 1975.

NON CONVERTIBLE DEBENTURES

During the year under review, the Company had issued on private placement basis Secured Non Convertible Debentures amounting to Rs. 80.00 Crores. The Debentures are listed on the Wholesale Debt Market of Bombay Stock Exchange Limited. All debentures issued by the Company have been rated 'AA-' by CARE.

An amount of Rs. 700 lacs has been transferred to Debenture Redemption Reserve.

SHARE CAPITAL

The paid up share capital of the Company as on 31st March, 2011 was Rs. 32,04,78,110/- comprising of 3,20,47,811 equity shares of Rs. 10/- each.

During the year under review, the Company allotted 16,64,000 equity shares of Rs. 10/- each at a premium of Rs. 507.03 per share to Qualified Institutional Buyers through Qualified Institutional Placement ("QIP") under Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.

In terms of the Share Exchange Ratio sanctioned by the Hon'ble Board for Industrial and Financial Reconstruction, the Company had also allotted 25,59,046 equity shares of Rs. 10/- each to the shareholders of erstwhile India Foils Limited.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Dilip Phatarphekar and Mr. Ramdas Baxi, Directors of the Company, retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

As disclosed in the last year's Annual Report, Mr. Prasenjit Datta, Whole Time Director of the Company tendered his resignation and the same was accepted by the Board w.e.f. 31st July, 2010 and Mr. Shankar Kamble, Non Executive Director of the Company tendered his resignation and the same was accepted by the Board w.e.f. 30* October, 2010. The Board places on record its appreciation for the valuable services rendered by Mr. Prasenjit Datta and Mr. Shankar Kamble during their tenure as Directors of the Company.

The tenure of office of Mr. Sudip Dutta as the Chairman and Managing Director of the Company is expiring on 14th June, 2011. The Board of Directors at its meeting held on 27th May, 2011 decided to reappoint Mr. Sudip Dutta as Chairman and Managing Director of the Company subject to approval of members for a further period of 5 (five) years commencing from 15* June, 2011. Mr. Sudip Dutta is being re-appointed as the Chairman and Managing Director of the Company for a further period of 5 (five)years w.e.f. 15* June, 2011.

The above appointment/re-appointment forms part of the notice convening the Annual General Meeting and the resolutions are recommended for your approval.

Brief resume of the Directors proposed to be appointed and re-appointed and other information as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges are part of Corporate Governance Report.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

Considering the business opportunities of the Company and the merger of erstwhile India Foils Limited with the Company, the Board of Directors of the Company decided to shift the registered office of the Company from Union Territory of Daman to Kolkata in the State of West Bengal subject to approval of the members through postal ballot.

The members of the Company accorded their consent on 8th April, 2011 through postal ballot for shifting of the registered office of the Company from the Union Territory of Daman to Kolkata in the State of West Bengal in supersession of the earlier resolution passed by the members for shifting of registered office of the Company from the Union Territory of Daman to Mumbai. As per the Company Law Board Regulations, the Company had served individual notice to the creditors of the Company intimating them about the shifting of the registered office of the Company to Kolkata in the State of West Bengal and further had filed a petition before the Company Law Board (CLB), Mumbai Bench for amendment in Clause II of the Memorandum of Association of the Company.

PUBLIC DEPOSIT

Your Company has not accepted any fixed deposit from the public under Section 58A of the Companies Act, 1956.

OPERATIONS

Your Company operates in a single segment i.e. Advanced Packaging Solutions.

The Company's installed foil rolling capacity is currently at 37,000 MTPA. The PVC unit at Goa supplements the Company to provide complete packaging solutions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The particulars as prescribed under Sub-section (l)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in the Annexure to this report as Annexure 'A'.

PARTICULARS OF EMPLOYEES

The Ministry of Corporate Affairs by notification dated 31st March, 2011, issued the Companies (Particulars of Employees) Amendment Rules, 2011, which amended the limits of remuneration of employees mentioned under the Companies (Particulars of Employees) Amendment Rules, 2011 and the provisions of Section 217(2A) of the Companies Act, 1956, details of the names and other particulars of employees drawing remuneration aggregating to more than Rs. 60,00,000/- (Rupees Sixty Lacs only) per annum and Rs. 5,00,000/- (Rupees Five Lacs only) per month are required to be attached to this Report. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Annual Report does not contain the said Annexure. Any member desirous of obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

SUBSIDIARY

As on 31st March, 2011, Flex Art Foil Private Limited (FAFPL) is the subsidiary Company of the Company.

Particulars of subsidiary are as follows:

Our Subsidiary, FAFPL was incorporated on 31st August, 2005. Post acquisition of 100% stake in March, 2006, FAFPL became the wholly owned Subsidiary of our Company which provides facilities for printing of Aluminium blister and poly to pharmaceutical companies for their packaging solutions at various locations across the country.

Brief financialsof the subsidiary for the financial year ended 31st March, 2011 is as follows:

(Rs. in lacs)

Particulars Year ended Year ended 31st March, 2011 31st March, 2010

Sales (net of excise duty) & Other Income 10,758.13 9,002.67

Profit before Depreciation & Tax 1,329.73 1,549.30

Less Depreciation 84.57 75.57

Profit after depreciation before tax (PBT) 1,245.16 1,473.73

Provision for Taxation 305.09 289.42

Net Profit available for Appropriation (PAT) 940.07 1, 184.31

The Ministry of Corporate Affairs, Government of India vide its circular No. 51/12/2007-CL-III dated 8th February, 2011 has given general exemption with regard to attaching of the Balance Sheet, Profit & Loss Account and other documents of its subsidiary Company subject to fulfillment of conditions mentioned therein. The Company has fulfilled all the necessary conditions in this regard. The Company has not attached the Balance Sheet, Profit 8i Loss Account and other documents of Flex Art Foil Private Limited, the subsidiary Company with the Balance Sheet of the Company. The annual accounts of the Subsidiary Company and the related detailed information will be made available to any member of the Company and its subsidiary Company who may be interested in obtaining the same. The annual accounts of the Subsidiary Company will also be kept open for inspection by any member of the Company at its registered office and also at the registered office of the Subsidiary Company on all working days except Saturdays between 11.00 a.m. to 1.00 p.m. till Annual General Meeting of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Company.

Requisite statement pursuant to Section 212 of the Companies Act, 1956, is also attached herewith as Annexure B'.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the attached consolidated financial statements have been prepared in accordance with Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates.

PERSONNEL & INDUSTRIAL RELATIONS

The Industrial relations continue to be peaceful and cordial.

Our employees are critical to the success of the Company. We have set up a scalable recruitment and resource management process which enables us to attract and retain talent. The focus is on increasing the efficiency and effectiveness of the employees and thereby contributing to the organizational effectiveness.

We strongly believe that trained and motivated people determine the future growth of the Company. Your Company endeavors to attract and recruit best possible talent and considers the quality of its human resources to be most important.

EMPLOYEE SAFETY

Employee safety is of paramount importance for the Company. All the executives in the Company have a personal objective of ensuring a safe working environment for its employees. The safety performance is analyzed in all important forums.

The Company and its Management value the dedication of its employees and acknowledge their contribution in attaining short and long term goals of the Company. The Company has been encouraging employees by providing better working environment and opportunities.

The Board wishes to place on record its sincere appreciation of the dedicated efforts of all employees in advancing the Company's vision and strategy to deliver a record performance.

CORPORATE GOVERNANCE

As required by the existing Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. The Auditors of the Company have certified the Company's compliance of the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is annexed to the Report of the Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, and in respect of the

annual accounts for the year under review, the Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year; iii) Proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been taken to the best of their knowledge and ability; iv) The Annual Accounts have been prepared on a "going concern basis".

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the year under review.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory and Government authorities and Stock Exchanges for their continued support and co-operation. The Directors also wish to place on record their appreciation of the contribution made by business partners / associates at all levels.

Your Directors also take this opportunity to acknowledge the dedicated efforts made by workers, staff and officers at all levels for their contribution to success of the Company.

For and on behalf of Board of Directors

Place: Mumbai Sudip Dutta Date:27thMay, 2011 Chairman and Managing Director

 
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