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Directors Report of Ess Dee Aluminium Ltd.

Mar 31, 2016

DIRECTORS’REPORT

Dear Members,

The Directors are pleased to present the Twelfth Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2016.

1. FINANCIAL RESULTS:

The financial highlights of the year are: _

(Rs, in Lacs)

Particulars

Consolidated

Standalone

March

March

March

March

2016

2015

2016

2015

Total Income

50,172.17

86,415.40

46,879.82

77,680.64

Total Expenditure

58,803.63

80,774.57

53,873.57

73,076.15

Profit/(Loss) before Tax

(8,631.46)

5,460.43

(6,993.75)

4,604.49

Less Provision for Taxation

23.76

1,899.91

4.80

1,566.40

Net Profit/(Loss) after Tax

(8,655.22)

3,740.92

(6,998.55)

3,038.09

Add Balance brought forward

27,397.82

24,504.62

21,452.17

19,251.15

Less Adjustment Related to Fixed Assets

-

254.73

-

244.09

Profit /(Loss)available for Appropriation

18,742.60

27,990.81

14,453.62

22,045.17

Appropriation:

Transfer to General Reserve

Transfer to Debenture Redemption Reserve

—

593.00

—

593.00

Proposed Dividend

—

-

-

-

Dividend Distribution Tax

—

_

-

-

Balance carried Forward to the next year

18,742.60

27,397.82

14,453.62

21,452.17

Earnings Per Share (Rs.) Basic

(27.01)

11.67

(21.84)

9.48

Earnings Per Share (Rs.) Diluted

(27.01)

11.67

(21.84)

9.48

2. PERFORMANCE REVIEW:

Total income for the year under review decreased by 39.6% to Rs, 469 crore. The consolidated top-line dropped 42% to Rs, 502 crore. Company’s manufacturing units have seen very restricted production since the 3rd quarter of the year due to severe financial stress driven by liquidity constraints.

We were able to maintain our gross margins at around 30%. But, EBITDA margin dropped sharply due to lower production and as we had to make significant new provisions for delayed collection of receivables and default in ICDs. We are pursuing these cases legally and hope to recover most of the money back.

Our interest costs increased further despite lower level of operations as working capital cycles stayed stretched and banks kept penalizing us for delayed repayments. As a result we ended up with consolidated net loss ofRs,87cr.

3. DIVIDEND:

Since the Company has suffered losses in the current financial year, your directors do not recommend any dividend for the financial year 2015-2016. During the year, the unclaimed dividend pertaining to the dividend for the year ended 31st March, 2009 was transferred to the Investor Education and Protection Fund.

4. SHARE CAPITAL:

The Authorized and Paid Up Share capital of the Company as on 31st March, 2016 was Rs, 371,40,00,000/and Rs, 32,04,78,110/- respectively and there is no change in capital structure of the Company during the year.

5. NON CONVERTIBLE DEBENTURES:

The Company has borrowed Rs, 80 Crore from Life Insurance Corporation of India through issue of Non Convertible Debenture (NCDs) in two tranches of Rs, 40 Crore each on July 30,2010 with maturity of three years and seven years respectively. The Company has duly repaid the first tranche of NCD of Rs, 40 Crore on its maturity. Out of the second tranche of NCDs of Rs, 40 Crore, NCDs worth Rs, 30 Crore remain outstanding including the installment of Rs, 10 Crore, the due date whereof is July 30,2017.

During the year under review, the Company has not transferred any amount to Debenture Redemption Reserve as the Company has suffered huge losses (Previous year, an amount of Rs, 593 lacs have been transferred to Debenture Redemption Reserve).

6. PUBLIC DEPOSIT:

During the year under review, your Company has not accepted any deposits in terms of the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended, during the year under review.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes no 29.14 of to the Financial Statements.

8. TRANSFER TO RESERVE:

During the year 2015-16, the Company has suffered losses and thus has not transferred any amount to reserves

9. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company are set out in “Annexure A" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website (www.essdee.in) of the Company.

10. RISK MANAGEMENT:

Pursuant to the requirement of Regulation 27 of SEBI Listing Regulations, the Company has a structured Risk Management Policy. The risk management process is designed to safeguard the organization from various risks through timely and adequate actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the Management Discussion and Analysis Section. As required by Clause 49 of the Listing Agreement, the Company has framed the Risk Management Policy. The Main objective of this policy is to ensure sustainable business growth with stability and to promote proactive approach and to identifying, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes structured and disciplined approach to risk management in order to guide decisions on risk related issues. Under the current challenging and competitive environment the strategy for mitigating inherent risk in accomplishing the growth plan of the Company is imperative. The Common risk interlaid are regulatory risk, competition, financial risk, technology obsolescence, human resources risk, political risks, investments, retention of talents, expansion of facilities and product price risk. It is dealt with in greater details in the Management Discussion and Analysis Section.

11. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report forms a part of the Directors'' Report and contains all matters pertaining to the industry (Annexure-B).

12. REPORT ON CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming part of the Directors’ Report and the certificate from the Auditors of the Company confirming compliance of Corporate Governance norms as stipulated under Regulation 27 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 (SEBI Listing Regulations) is included in the Annual Report. (Annexure-C)

13. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 (12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of Directors/ employees of your Company is set out in “Annexure D

Having regard to the provisions of the first proviso to Section 136( 1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office and corporate office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company''s website, (www.essdee.in)

14. DIRECTORS

As per the provisions of Section 164(2) of the Companies Act, 2013, any person who is or has been a director of the Company which have failed to file the financial statements or annual returns for any continuous period of three financial years or has failed to repay the deposits accepted by it or pay interest thereon or to redeem any debentures on the due date or pay interest due thereon or pay any dividend declared and such failure to pay or redeem continues for one year or more, shall not be eligible to be reappointed as a director of that company or appointed in other company for a period of five years from the date on which the said company fails to do so.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations, 2015.

Brief resume of the Directors proposed to be appointed/re-appointed and other information as stipulated under the said Regulations are part of Corporate Governance Report.

None of the Directors of your Company are disqualified under Section 164 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors'' Report.

14.1 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Director’s individually as well as the evaluation of its Audit and other committees. The Performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, The Board of Directors evaluated the performance of Board, having regard to various criteria such as Board Composition, Board Process and Board Dynamics etc.

Committee of the Board

The Performance of the Audit Committee, CSR Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee was evaluated by the Board having regards to various criteria such as committee composition, Committee process and Committee dynamics etc. The Board has unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including provisions of the act and Listing Agreement.

Individual Directors

a) Independent Directors:- in accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of the each Independent Director was evaluated by the entire board of Directors on various parameter like engagement, leadership, communication , governance and interest of stakeholders. The Board was of the unanimous view that each Independent Director was a reputed professional and brought his rich experience to the deliberation of the Board. The Board also appreciated the contribution made by all the Independent Directors in guiding the management in achieving growth and concluded that continuance of each independent director in the Board will be in the Interest of the Company,

b) Non Independent Director: The performance of each of the non-independent Director (including Chairman) was evaluated by the Independent Directors in their separate meeting. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge. The Independent Directors and Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership

14.2 Policy on Director Appointment and Remuneration

The Board has on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors and senior management and their remuneration. The requisite details as required by section 134(3) (e) of the Companies Act, 2013, Section 178 (3) and (4) and Regulation 27 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 are annexed as Annexure -E of this Report.

14.3 Board Meeting

During the year, Four Board Meetings and Audit Committee Meetings were held. The details of which are given under Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act and Listing Agreement.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards, have been followed and there are no material departures from the same;

b) 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 the end of the Financial year ending on March 31,2016 and of the profit and Loss of the Company for the year ended on that date;

c) 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;

d) The Directors have causes to prepare the annual accounts on a ''going concern’ basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

16. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013 and Uniform Listing Agreement, The Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at www.essdee.in. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature.

All Related Party Transactions entered into during the year were in Ordinary Course of the Business and on Arm’s Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered into during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. The Details of the related party transactions are given under notes no 29.07 on accounts of the financial Statements.

17. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no material changes or commitments, affecting the financial position of the company which have occurred between 31 st March 2016 and the date of this report.

a. Most of the production facilities of the company had to sharply curtail production due to severe financial stress triggered by liquidity constraints. The financial stress was further exacerbated by plant closures.

b. The financial stress also resulted in credit rating downgrade in January and also some loan accounts with a few banks becoming NPA by the end of March 2016.

c. Most of the senior leadership team which was directly responsible for company''s current situation have left the company during the year.

d. The situation as detailed above also resulted in non-payment of some statutory dues.

18. VIGIL MECHANISM:

In accordance with the requirement of the Companies Act, 2013 read along with Regulation 27 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated a vigil mechanism (Whistle Blower Policy) for its Directors and Employees of the Company for reporting about unethical practice. The object of the policy is:

a. To provide a mechanism to the employees and Director of the Company and other persons dealing with the Company to report to the audit committee any incidence of unethical behavior, actual or suspected fraud or violation of the Company''s ethic policy;

b. To safeguard the confidentiality and interest of such employees/Directors/ Persons dealing with the Company

19. ORDER BY REGULATOR, COURT OR TRIBUNAL

No significant and/or material order were passed by any regulator or court or tribunal impacting the going concern status and Company’s operations in future.

20. STATUTORY AUDITORS

At the 10th Annual General Meeting held on 27th September, 2014 the members approved the appointment of M/s. M.P Chitale & Co, Chartered Accountants, the Statutory Auditors of the Company to hold office from the conclusion of 10th Annual General Meeting until conclusion of 13th Annual General Meeting (subject to ratification of appointment by members at every AGM held after 10th AGM) on such remuneration as may be mutually agreed by the Board and the Auditor.

In accordance with the section 139 of the Companies Act, 2013, Members are requested to ratify the appointment of the Auditors from the conclusion of the 12th AGM till the conclusion of 13th AGM.

The Auditors confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

The specific notes forming part of accounts referred to in the Auditors’ Report are self-explanatory and give complete information.

21. COST AUDITORS

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, the Company has been carrying out audit of cost records relating to Product of the Company every year.

The Board of Directors, on the recommendation of Audit Committee, had appointed Mr. Prasad Sawant, Cost Accountants as Cost Auditor to audit the cost accounts of the Company for the financial year 201617 at a remuneration of Rs, 1,35,000/-per annum and reimbursement of out of pocket expenses if any. As required under the Companies Act, 2013 a resolution seeking members approval for ratification of the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting. The cost audit report for the financial year 2015-16 was filed with the Ministry of Corporate Affairs.

22. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Amit R. Dadheech & Associates, a firm of Company Secretaries in Practice (CP No. 8952), to undertake the Secretarial Audit of the Company for the year 2015-16. The Secretarial Audit Report is annexed herewith as “Annexure F".

The Secretarial Audit Report is self explanatory and requires no clarification / information

23. EXTRACT OF ANNUAL RETURN

Pursuant to section 134 (3)(a)of the Companies Act, 2013, the extract of the Annual Return inform MGT 9 is annexed herewith as “Annexure G”.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure H".

25. SUBSIDIARY COMPANIES

Particulars of subsidiary Companies are as follows:

Flex Art Foil Limited (FAFL)

Flex Art Foil Limited is the material wholly owned Indian Subsidiary of the Company which provides facilities for printing of Aluminum poly blister to pharmaceutical companies for their packaging solutions at various locations across the country. The policy on material subsidiary is available on the company''s website www.essdee.in Ess Dee Aluminum Pte. Limited

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

Information regarding the subsidiary Companies for the financial year 2015-16 are annexed as “Annexure-I”.

26. INSURANCE

The properties and Insurable assets and interest of the Company like Building, Plant and Machinery and Stocks, among others, are adequately insured.

27. ANTI SEXUAL HARASSMENT POLICY

The Company has in place an Anti Sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 & the Rules made there under. Internal Complaints Committee (ICC) has been set up to redress complaints as received regarding sexual harassment. All employees, permanent, contractual, temporary, and trainees are covered under the policy. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. 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

I n vestments i n Associates.

29. ENVIRONMENT AND SOCIAL OBLIGATION

The Company’s plants comply with all norms set up for clean and better environment by the competent authorities. The Company undertakes regular checks / inspections including certification for the maintenance of the environment. The Company values environmental protection and safety as the major considerations in its functioning. The Company has adequate effluent Treatment Plants to prevent pollution. The Company is continuously endeavouring to improve the health and quality of life in the communities surrounding its industrial complexes.

30. ACKNOWLEDGEMENTS

The Directors record their grateful thanks for the co-operation, support and assistance received from the customers, shareholders, the Government, other statutory bodies, Banks, Solicitors, Distributors, Suppliers and other business associates during these most turbulent times.

The Directors also express their sincere appreciation of the employees at all levels for having risen to meet the several challenges encountered and look forward to their valuable support and commitment in the times ahead.

For and on Behalf of the Board of Directors Sudip Dutta

Chairman

Date: December 6,2016


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


Mar 31, 2010

The Directors are pleased to present the Sixth Annual Report together with the Audited Statements of Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

The financial highlights of the year are:

(Rs in lacs)

Particulars Consolidated Standalone Fiscal 2010 Fiscal 2009 Fiscal 2010 Fiscal 2009

Total Income 60,405.58 45,592.61 55,487.07 40,582.92

Profit before Interest, Depreciation and Tax 17,321.64 1,158.81 15,486.75 10,690.32

Less Interest 1,996.83 1,532.43 1,662.36 1,146.37

Less Depreciation 1,741.22 1,038.12 1,665.64 520.65

Profit before Tax 13,583.59 (1,411.74) 12,158.75 9,023.30

Less Provision for Taxation (5,744.51) 2,564.87 (6,033.92) 2,377.51

Profit after Tax 19,328.10 (3,976.61) 18,192.67 6,645.79

Loss After Tax for FY 2008-09 of IFL (14,881.66) - (14,881.66) -

Balance of P&L of IFL (Net of Adj. of Merger)(13,527.90) - (13,527.90) -

Profit after Tax before minority Interest (9,081.46) (3,976.61)(10,216.89) 6,645.79

Less Minority Interest - (1,577.39) - -

Net Profit after Tax (9,081.46) (2,399.22)(10,216.89) 6,645.79

Add Balance brought forward 14,664.03 5,151.80 12,139.60 6,804.88

Profit available for Appropriation 5,582.57 2,752.58 1,922.71 13,450.67

Appropriation:

General Reserve 1,000.00 660.00 1000.00 660.00

Proposed Dividend 640.96 556.50 640.96 556.50

Dividend Distribution Tax 106.40 94.58 106.40 94.58

Excess provision of Wealth Tax 0.31 - - -

Balance carried Forward to the next year 3,838.52 1,441.50 175.35 12,139.59

Earning Per Share (Rs.) Basic 15.98 (14.29) 11.90 23.88

Earning Per Share (Rs.) Diluted 14.63 (14.29) 10.90 23.88

The Honble Board for Industrial and Financial Reconstruction (BIFR) vide its order dt 30th September, 2010 approved the merger of India Foils Ltd, a subsidiary of the Company with the Company w.e.f 1st April, 2008. The Board at its meeting held on 30th October, 2010 reopened the accounts for the year ended 31st March, 2010, which were approved at its meeting held on 26th May, 2010 and approved the merged financials for the year ended 31st March, 2010.

Consequently, the Standalone financials provided for the Fiscal 2010 comprises the merged accounts of India Foils Limited with the Company and the consolidated financials comprises the financials of the subsidiary company Flex Art Foil Private Ltd. Therefore, the figures for the previous year ended on 31st March, 2009 furnished on a standalone as well as consolidated basis are not comparable.

PERFORMANCE REVIEW

Your Company has recorded a significant growth in its performance. Total Income grew to Rs. 55,487.07 lacs, registering 36.73 % growth of over previous year income of Rs. 40,582.92 lacs. Profit after Tax before adjustments improved by 173.74 % to Rs. 18192.67 lacs in the current year compared to Rs. 6645.79 lacs in the previous year. This growth has been possible primarily due to a combination of factors like repeat orders and client additions supported by capacity expansion.

DIVIDEND

Your Directors are pleased to recommend a dividend of 20 % (Rs. 2/- per equity share of Rs. 10/- each) for the year ended 31st March 2010 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. 106.40 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 9th December 2010 to 14th December, 2010 both days inclusive. The Annual General Meeting of the Company has been convened on 14th December, 2010 at Daman.

TRANSFER TO RESERVES:

The Company proposes to transfer Rs. 1000 lacs (Previous year Rs. 660.00 lacs) to the General Reserve out of the amount available for appropriations and an amount of Rs. 175.35 lacs (Previous year Rs. 12139.59 lacs) has been proposed to be retained in the Profit and Loss Account.

SHARE CAPITAL

The paid up share capital of the Company as on 31st March, 2010 was Rs. 278,247,650/- divided into 27824765 shares of Rs. 10/- each. Further on 7th July, 2010 Company issued 16,64,000 equity shares of Rs. 10/- each at 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 (the "SEBI Regulations") raising around Rs. 8603.38 Lacs which the Company intends to use in accordance with the provisions of the applicable laws and regulations for all or any of the following : expansion of the existing aluminium foils mills, for addition of flexible and pharmaceutical printing process lines, to cater to the long term working capital and capital expenditure requirement of our Company and its subsidiaries, for future acquisition, for investments in its subsidiaries, other general corporate purposes and for such other uses that may be permissible under applicable statutory and/or regulatory requirements.

In accordance with the decision of our Board of Directors and as permissible under applicable laws and government policies, our management will have flexibility in deploying the proceeds through QIP. Pending utilization for the purpose described above, it is intended to temporarily invest funds in interest or dividend bearing liquid and credit worthy instruments including money market mutual funds and term deposits with banks or financial institutions. Such investments would be in accordance with the approvals received from the Board from time to time.

The Honble Board for Industrial and Financial Reconstruction (BIFR) vide its Order dated 30th September, 2010 approved the merger of M/s. India Foils Limited with the Company w.e.f. 1st April, 2008 in terms of the Modified Draft Rehabilitation Scheme.

In terms of the Share Exchange Ratio sanctioned by the BIFR, the Company at its Board Meeting held on 30th October, 2010 has allotted 25,59,046 Equity Shares to the shareholders of M/s India Foils Limited (Transferor Company) as ascertained on the Record date i.e. 26th October, 2010. The said equity shares rank pari passu with the existing Equity Shares in all respects including dividend.

As on the date of this Report, the outstanding issued, subscribed & paid up capital of the Company is Rs. 320,478,110/- comprising of 32,047,811 Equity Shares of Rs. 10/- each.

PUBLIC DEPOSIT

Your Company has not accepted any fixed deposit from the public and as such, no amount of principal or interest was outstanding as of the Balance Sheet date

OPERATIONS

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

The companys installed foil rolling mill capacity is currently at 37,000 tons in a year. The PVC unit continued with stable operations and the coating and laminating unit worked at full capacity during the year.

KEY DEVELOPMENTS

Pursuant to the direction of the Honble Board for Industrial & Financial Reconstruction (BIFR) at the proceedings dated May 21, 2009, the Monitoring Agency, viz: Kotak Mahindra Bank Ltd., filed a Modified Draft Rehabilitation Scheme (MDRS) with the Honble BIFR on June 30, 2009, interalia proposing merger of India Foils Ltd (IFL) with the Company effective from 1st April, 2008.

Pursuant to section 19(2) read with section 19(1) of the Sick Industrial Companies (Special Provisions) Act, 1985(SICA) the BIFR approved for circulation the Modified Draft Rehabilitation Scheme (MDRS) .The objections/suggestions to MDRS was circulated vide BIFR order dated 01.01.2010 and thereafter mandatory hearings were held on 13.03.2010, 05.04.2010, 18.06.2010, 01.07.2010 and 12.08.2010. Having considered the submissions made /suggestions received during these hearings and the subsequent communications received from the company and the Monitoring agency, BIFR noted that all parties concerned had given their consent under Section 19(2) of SICA .Accordingly , BIFR in exercise of its powers under Section 18(5) read with Section 19(3) of SICA sanctioned the MDRS, which includes merger of IFL with the company ,vide its order dated September 30, 2010. The order was received by the company on 9th October 2010. In accordance with the MDRS the merger is effective from the appointed date i.e. 1st April, 2008.

CONSEQUENT TO THE MERGER

Doubling the foil rolling installed capacity:

IFL has a installed aluminium rolling capacity of 19,000 MTPA which will result into the double of the installed capacity of the Company from 18000 MTPA to 37000 MTPA.

Lifting of work suspension in IFL Hoera unit:

IFL Horea unit which has a aluminium foil rolling capacity of 8000 MTPA was having work suspension since 2004. We have lifted the work suspension in Hoera unit on June 28, 2009 and the unit started the commercial production in a planned phased manner

Up gradation of India Foils equipment and technology:

We are constantly putting in our efforts to upgrade the technology and equipment functioning at manufacturing locations of India Foils division . New technologies are being developed for the various processes of manufacturing packaging products in IFL units. In the previous fiscal year we have devoted our resources to bring a consistent improvement in IFL plants and we intend to continue upgrading our technology in the future in the field of product development and merchandising to keep ourselves competitive and efficient.

Long term agreement signed with Kamarhati Labour Union excluding restrictive work practices:

We have signed a Memorandum of Settlement with the labour union in Kamarhati plant of IFL. This memorandum of settlement is targeted to steer IFL to a profitable organization from a loss making scenario and to make it a sustainable growth oriented company.

Launching of Anti-counterfeit solution

In order to provide comprehensive and innovative packaging solutions to our customers, we focus on research and development of new products and solutions. For e.g. we are working very closely with pharmaceutical companies to combat the problem of counterfeiting by way of offering them innovative solutions like AKINTO-security printing of currency notes, printing of 3-dimensional holograms, invisible inks, registered diagrams, multi-coloured designs which also helps to create a marked difference for the customers and provide distinct brand identification for the end customers.

On September 12, 2010 Our Hoera plant was formally inaugurated by Honorable Shree Pranab Mukherjee, Union Finance Minister

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREGING EXCHANGE EARNING AND OUTGO

The particulars as prescribed under Sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, are set out in the annexure to this report as Annexure ‘A.

PARTICULARS OF EMPLOYEES

Statement of particulars of employees as required by the provisions of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, as amended and forming part of the Directors Report is annexed as Annexure ‘B.

SUBSIDIARY

As on 31st March, 2010 Flex Art Foil Private Limited (FAFPL) and India Foils Limited (IFL) were the subsidiary companies of the Company. However, consequent to the sanctioning of the Modified Draft Rehabilitation Scheme by BIFR vide its Order dated September 30, 2010, IFL stood merged with the Company with effect from ap- pointed dated i.e. 1st April, 2008.

Particulars of subsidiary is as follows:

Our Subsidiary, FAFPL was incorporated on August 31, 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. With the introduction of new products and spurt in the number of registered DMFs (Drug Master File), service vis a vis lead times have assumed primary importance. The aluminium foil based packaging products manufactured by our Company is used as raw materials by FAFPL. Presently, FAFPL is carrying on its operations from Corlim in Goa, Vasai in Maharashtra, Daman, Baddi in Himachal Pradesh and Bardang in Sikkim.The Company with its unique ‘Hub and Spoke model is catering to the pharmaceutical industry as a strategic partner to their growth. The Compan had set up a unit in Sikkim to further augment its aluminium foil printing capacity.

Brief financials of the subsidiary for the financial year ended 31st March 2010 is as follows:

(Rs in lacs)

Particulars Year Ended Year Ended 31.03.2010 31.03.2009

Sales (net of excise duty) & Other Income 9,002.67 8,887.39

Profit before Depreciation & Tax 1,549.30 1,470.36

Less Depreciation 75.57 58.20

Profit after depreciation before tax (PBT) 1,473.73 1,412.16

Provision for Taxation 289.42 185.63

Net Profit available for Appropriation(PAT) 1,184.31 1,226.53

The annual report of the subsidiary company is attached to the report.

Requisite statement pursuant to section 212 of the Companies Act, 1956, is also attached herewith as ‘Annexure C.

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. A Memorandum of Settlement was signed with the labour union in Kamarhati plant.

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 Companys vision and strategy to deliver a record performance.

DIRECTORS

In terms of Articles 169 and 171 of the Articles of Association of the Company Mr. Sudip Dutta and Mr. Gautam Mukherjee, Directors of the Company, retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting.

Mr. Prasenjit Datta, Whole time director of the Company tendered his resignation and the same was accepted by the Board w.e.f. 31.07.2010 and Mr. Shankar Kamble, Non Executive Director of the Company tendered his resignation and the same was accepted by the Board w.e.f. 30.10.2010 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.

On 14.01.2010 the Board of Directors through circular resolution appointed Mr. Rajib Mukhopadhyay as Whole time director - Finance and Mr. Madan Mohan Jain as an independent Director. On 01.08.2010 the Board of Directors through circular resolution appointed Mr. Debdeep Bhattacharya as Whole time Director. On 30.10.2010 the Board appointed Mr. Soumitra Barari as Whole time Director.

The Company has received notices under Section 257 of the Companies Act, 1956 from the members of the Company with requisite deposit signifying their intention to propose Mr. Rajib Mukhopadhyay, Mr. Madan Mohan Jain, Mr. Debdeep Bhattacharya and Mr. Soumitra Barari as Directors of the Company.

The above appointments/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, nature of their expertise in specific functional areas and names of companies in which they hold Directorships and Memberships/Chairmanships of Board Committees, as stipulated in Clause 49 of the Listing agreement with the stock exchanges are part of Corporate Governance Report.

Your Directors express their profound grief on the untimely sudden demise of Mr. K Narayana Mayya, Company Secretary and Compliance Officer of the Company on September 13, 2010.

CORPORATE GOVERNANCE

The Company has been in compliance with all the mandatory conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreements with Stock Exchanges.

The detailed Report on Corporate Governance in terms of Clause 49 of the Listing Agreement forms part of the Annual Report.

The Chairman and Managing Directors declaration regarding compliance with Companys Code of Conduct for Directors and Senior Management personnel and a certificate of the Auditors thereon forms part of report on Corporate Governance of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to 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 had 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.

Place: Mumbai For and on behalf of the Board of Directors

Date: 30th October 2010 Sd/-

Sudip Dutta Chairman & Managing Director

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