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COMPANY INFORMATION

BOARD OF DIRECTORS

Mr. Sudip Dutta Chairman

Mr. Ashis Bhattacharya Managing Director

Mr. T. S. Bhattacharya Independent Director

Mr. Gautam Mukherjee Independent Director

Mr. Dilip Phatarphekar Independent Director

Mr. Ramdas Baxi Independent Director

Mr. Madan Mohan Jain Independent Director

Ms. Vinaya Desai Whole Time Director

Mr. Satyabrata Ray Whole Time Director

CHIEF FINANCIAL OFFICER

Mr. Subir Kumar Ray

COMPANY SECRETARY

Mr. Haresh Vala

CORPORATE IDENTITY NUMBER

L27203WB2004PLC170941

STATUTORY AUDITORS

M. P. Chitale & Co.

Chartered Accountants

Hamam House, Ambalal Doshi Marg,

Fort, Mumbai 400 001

REGISTRAR AND TRANSFER AGENTS

Bigshare Services Private Limited

E-2/3, Ansa Industrial Estate, Saki Vihar Road

Saki Naka, Andheri East, Mumbai 400 072

BANKERS

State Bank of India Axis Bank Limited

IDBI Bank Limited The Shamrao Vithal Co-operative Bank Limited

Bank of Baroda Corporation Bank

State Bank of Patiala State Bank of Bikaner and Jaipur

Bank of Maharashtra

REGISTERED OFFICE

1, Sagore Dutta Ghat Road,

Kamarhati, Kolkata 700 058

PLANTS

Plot No. 124-133, Panchal Udyog Nagar P-32, Taratalla Road

Bhimpore, Daman 396 210 Kolkata 700 088

No. 57/5/2, Bhenslore 1, Sagore Dutta Ghat Road

Village Dunetha, Nani Daman 396 210 Kamarhati, Kolkata 700 058

Plot No. 161, Kundaim Industrial Estate Village & P. O. Hoera

Kundaim, Goa 403 115 P. S. Mogra, District Hooghly

RESOLVED FURTHER THAT the Board be and is hereby authorized to settle any questions, difficulties or doubts that may arise in respect of the appointment of Mr. Ray as Whole Time Director and to do all such acts, deeds, matters and things as it may, at its absolute discretion, deem necessary and proper and to execute all documents and writings as may be necessary to give effect to the aforementioned resolution;

RESOLVED FURTHER THAT any one of the Directors of the Company or the Company Secretary be and is hereby authorized to intimate the Stock Exchanges to comply with the requirements under the Listing Agreement, file necessary e-forms with the Registrar of Companies through MCA Portal and to do all such acts, deeds, matters and things as may be required to give effect to this resolution.”

10. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

th "RESOLVED THAT in partial modification of the Resolution No. 7 passed by the members of the Company at the 9 thAnnual General Meeting held on 24 September, 2013 and pursuant to the provisions of Sections 196, 197, 203 read with

Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force) ("the Act") and the relevant provisions of Articles of Association of the Company and such other consents/approvals as may be required, Mr. Ashis Bhattacharya (DIN: 06500105) be and is hereby appointed as Managing Director of the Company for the remaining tenure of his appointment commencing w.e.f.

th14 August, 2014;

RESOLVED FURTHER THAT Mr. Ashis Bhattacharya be vested with such powers as may be entrusted to him from time to time by the Board and he may also exercise all such powers and functions as are prescribed under the applicable provisions of the Act;

RESOLVED FURTHER THAT all other terms and conditions of the appointment of Mr. Ashis Bhattacharya will remain same and unaffected;

RESOLVED FURTHER THAT any one of the Directors of the Company or the Company Secretary be and is hereby authorized to intimate the Stock Exchanges to comply with the requirements under the Listing Agreement, file necessary e-forms with the Registrar of Companies through MCA Portal and to do all such acts, deeds, matters and things as may be required to give effect to this resolution.”

11. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), Mr. Prasad Sawant, Cost Accountants, appointed by the Board of Directors of the Company as

stthe Cost Auditor for conducting the audit of the Cost Records of the Company for the financial year ending 31 March, 2015, be paid remuneration as set out in the Statement annexed to the Notice convening this Meeting;

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board of Directors

Haresh ValaCompany Secretary

Place: MumbaithDate: 14 August, 2014

CIN: L27203WB2004PLC170941Email: [email protected]: www.essdee.in

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Annual Report 2013 - 2014

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (“THE MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The instrument appointing the proxy should, however, be deposited at the Registered Office of the Company duly completed and signed not less than 48 hours before the commencement of the Meeting.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

2. Corporate members intending to send their authorised representatives to attend the meeting are requested to send a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.

3. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto.

4. The Register of Members, Register of Beneficial Owners and Share Transfer Books of the Company will remain closed nd thfrom Monday, 22 September, 2014 to Saturday, 27 September, 2014 (both days inclusive).

5. Brief Resume of the Directors, who are proposed to be appointed / re-appointed, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and memberships / chairmanship of Board Committee and shareholding as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, are provided in the Corporate Governance forming part of the Annual Report.

6. Shareholding of Directors seeking appointment / re-appointment : Mr. Sudip Dutta holds 1,87,55,913 Equity Shares of the Company and Mr. Ashis Bhattacharya holds 2 Equity Shares of

the Company. Mr. Dilip Phataphekar, Mr. Ramdas Baxi and Mr. Gautam Mukherjee, Independent Directors of the Company and Mr.

Satyabrata Ray do not hold any shares in the Company.

7. Members are requested to: a) bring their attendance slip and deliver the same at the entrance of the meeting hall. b) send their questions to the Company, if any, at least 10 days before the Annual General Meeting for obtaining any

information as regards accounts and operations of the Company so that the same could be compiled in time and made available at the meeting.

8. Members holding shares in dematerialised form are requested to intimate all changes pertaining to their bank details, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, power of attorney, change of address, change of name and e-mail address, etc. to their Depository Participant only and not to the Company's Registrar and Transfer Agents, Bigshare Services Private Limited. Changes intimated to the Depository Participant will then be automatically reflected in the Company's records which will help the Company and Bigshare Services Private Limited to provide efficient and better services. Members holding shares in physical form are requested to intimate such changes to Bigshare Services Private Limited.

9. Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease in portfolio management. Members can contact the Company or Bigshare Services Private Limited, for assistance in this regard.

10. Members are requested to note that dividends not encashed / claimed within 7 years from the date of declaration of dividend will be transferred to Investor Education and Protection Fund (IEPF). After transfer of the said amount to IEPF, no claims in this respect shall lie against IEPF or the Company. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012,

ththe Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 24 September, 2013 (date of last Annual General Meeting) on the website of the Company (www.essdee.in), as also on the Ministry of Corporate Affairs website.

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11. Members who have not yet encashed their dividend warrants for the financial year 2007-2008, are requested to make their claims without any delay to Bigshare Services Private Limited. It may be noted that the unclaimed dividend for the

st thfinancial year 2007-2008 declared on 31 July, 2008 can be claimed by the members by 4 September, 2014.

12. Members can avail of the facility of nomination in respect of shares held by them in physical form pursuant to the provisions of Section 72 of the Companies Act, 2013. Members desiring to avail of this facility may send their nomination in the prescribed Form duly filled in to Bigshare Services Private Limited at their address.

13. Pursuant to the provisions of Sections 101 and 136 of the Companies Act, 2013 read with the Rules framed thereunder, the Notice calling the Annual General Meeting alongwith the Annual Report 2013-14 would be sent by electronic mode to those Members whose e-mail addresses are registered with the Depository or the Company's Registrar and Transfer Agents, unless the members have requested for a physical copy of the same. For members who have not registered their e-mail addresses, physical copies would be sent by the permitted mode.

Members are requested to support this Green Initiative by registering / updating their e-mail addresses with the

Depository Participant (in case of shares held in dematerialized form) or with the Company's Registrar and Transfer Agents (in case of shares held in physical form).

14. Investor Grievance Redressal : The Company has designated an exclusive e-mail ID viz. [email protected] to enable investors to register their

complaints, if any.

15. Voting through Electronic means a. Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of Companies (Management

and Administration) Rules, 2014, the Company is pleased to provide the facility of voting through electronic means, thas an alternate to all its members to enable them to cast their votes electronically at the 10 Annual General Meeting

through e-voting services provided by the Central Depository Services (India) Limited (CDSL). Please note that the voting through electronic means is optional. The members who wish to vote physically at the meeting (instead of e-voting) can do the same by voting at the meeting.

nd rd b. The voting through an electronic means will commence on 22 September, 2014 at 10.00 a.m. and will end on 23 September, 2014 at 4.00 p.m. The members will not be able to cast their vote electronically beyond the date and time mentioned earlier.

c. The Company has appointed Mr. Jigarkumar Gandhi, Practising Company Secretary (Membership No. 7569) to act as the Scrutinizer for conducting the electronic voting process in a fair and transparent manner.

d. The procedure and instructions for the voting through electronic means is, as follows : i If you are holding shares in Demat form and had logged on to www.evotingindia.com and casted your vote earlier

for EVSN of any Company, then your existing login id and password is to be used. ii. Log on to the e-voting website www.evotingindia.com iii. Click on “Shareholders” tab to cast your votes. iv. Now, fill up the following details in the appropriate boxes :

Enter the Dividend Bank Details as recorded in your demat account or in the Company records for the said demat account or folio.

For Members holdingshares in Demat Form

For Members holdingshares in Physical Form

User ID

For NSDL : 8 Character DP IDfollowed by 8 Digits Client ID

For CDSL : 16 Digits beneficiary ID

Folio Number registeredwith the Company

Image Verification Enter the image verification as displayed and click on login.

PAN*Enter your 10 digit alpha-numberic *PAN issued by the Income Tax Department when prompted by the system while e-voting (applicable for both demat shareholders as well as physical shareholders)

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

DividendBank Details #

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*Members who have not updated their PAN with the Company / Depository Participant are requested to use the default number: 'ABCDE12345' in the PAN field.# Please enter any one of the details in order to login. In case either of the details are not recorded with the depository, please enter the value : '01/01/2014' in the DOB column and / or '123456' in the Dividend Bank Details field.v After entering these details appropriately, click on 'SUBMIT' tab.vi Members holding shares in physical form will then reach directly the Company selection screen. However,

members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that the company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

vii For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

viii Click on the relevant EVSN for Ess Dee Aluminium Limited on which you choose to vote.ix On the voting page, you will see Resolution Description and against the same the option “YES / NO” for voting.

Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

x Click on the “Resolutions File Link” if you wish to view the entire Notice.xi After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be

displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

xii Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.xiii You can also take out print of the voting done by you clicking on “Click here to print” option on the Voting page.xiv If Demat account holder has forgotten the same password then enter the User ID and the image verification code

and click on Forgot Password & enter the details as prompted by the system. xv Note for Non-Individual Shareholders and Custodians

a) Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

b) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

c) After receiving the login details they have to create a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

d) The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

e) A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the Scrutinizer to verify the same.

nd rdxvi The voting period begins on 22 September, 2014 at 10.00 a.m. and ends on 23 September, 2014 at 4.00 p.m.

During this period, shareholders of the Company, holding shares either in physical form or in dematerialized thform, as on the cut-off date (record date) of 29 August, 2014 may cast their vote electronically. The e-voting

module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

xvii In case, you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected] or [email protected].

xviii Kindly note that the members can opt only one mode of voting i.e. either by physical voting or e-voting. If you are opting for e-voting, then do not vote by physical voting also. However, once the vote on a resolution is cast by the shareholders, by e-voting, he shall not be allowed to change it subsequently at the physical meeting.

xix The Scrutinizer will submit his report addressed to the Chairman, within a period not exceeding 3 working days from the date of conclusion of e-voting period. The results of the voting on the Resolutions at the Meeting shall be announced by the Chairman at or after the Annual General Meeting. The results declared alongwith the Scrutinizer's report, will be posted on the Company's website and on CDSL / NSDL website and stock exchanges within two (2) days of passing of the resolutions.

16. Relevant documents referred to in the accompanying notice and the Statement are open for inspection at the Registered Office of the Company between 10 a.m. and 1.00 p.m. on all working days (except Saturdays, Sundays and Public Holidays) upto the date of announcement of the result of AGM.

ANNEXURE TO NOTICE

STATEMENT TO SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (“the Act”)

Item No. 3

This explanatory statement is provided though strictly not required as per Section 102 of the Act.

M/s. M. P. Chitale & Co., Chartered Accountants (ICAI Firm Registration No. 101851W), Mumbai were appointed as the Statutory Auditors of the Company for the financial year 2013-14 at the Annual General Meeting (AGM) of the Company held

thon 24 September, 2013. M/s. M. P. Chitale & Co. have been the Auditors of the Company since financial year 2005-2006 and have completed a term of 9 (nine) years. As per the provisions of Section 139 of the Act, no listed Company can appoint or re-appoint an audit firm as auditors for more than two terms of five consecutive years. Section 139 of the Act has also provided a period of 3 (three) years from the date of commencement of the Act to comply with this requirement.

In view of the above, M/s. M. P. Chitale & Co., being eligible for re-appointment and based on the recommendation of the Audit thCommittee, the Board of Directors has, at its meeting held on 30 May, 2014, proposed the appointment of M/s. M. P. Chitale &

thCo. for a period of 3 (three) years to hold office from the conclusion of this AGM till the conclusion of 13 AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM).

The Board recommends the resolution at Item No. 3 for approval of the members.

None of the Directors or Key Managerial Personnel (KMP) or relatives of Directors and KMP is concerned or interested in the resolution.

Item No. 4

The members of the Company had approved the appointment of Ms. Vinaya Desai as a Whole Time Director of the Company th th thfor a period of 5 (five) years with effect from 14 February, 2013 at the 9 Annual General Meeting held on 24 September,

2013. To commensurate with the added responsibilities, the Board of Directors of the Company (“the Board”) at its meeting thheld on 14 November, 2013 had approved the revision in the remuneration of Ms. Vinaya Desai from Rs. 16,00,000/- (Rupees

Sixteen Lacs only) per annum to Rs. 22,00,000/- (Rupees Twenty Two Lacs only) per annum on cost to company basis with steffect from 1 December, 2013 till the balance of her tenure.

All other terms and conditions of appointment of Ms. Vinaya Desai remain unchanged.

Pursuant to the provisions of the Act, the aforesaid remuneration is subject to the approval of the members of the Company. The Board, therefore, recommend the resolution at Item No. 4 of the accompanying Notice for the approval of the members.

Ms. Vinaya Desai is interested in the resolution as it pertains to her remuneration.

None of the other Directors and / or Key Managerial Personnel and their relatives are concerned or interested in the resolution except as shareholders of the Company.

Item Nos. 5 to 7

Mr. Gautam Mukherjee, Mr. Ramdas Baxi and Mr. Dilip Phatarphekar are Non-Executive Independent Directors of the Company.

The Securities and Exchange Board of India (SEBI) has amended Clause 49 of the Listing Agreement inter alia stipulating the conditions for the appointment of Independent Directors by a listed Company.

In order to comply with the above provisions, it is proposed to appoint Mr. Gautam Mukherjee, Mr. Ramdas Baxi and Mr. Dilip Phatarphekar as Independent Directors under Section 149 of the Act and Clause 49 of the Listing Agreement to hold office for 5 (five) consecutive years for a term up to the conclusion from the date of this Annual General Meeting.

Mr. Gautam Mukherjee, Mr. Ramdas Baxi and Mr. Dilip Phatarphekar are not disqualified from being appointed as Directors in terms of Section 164 of the Act and have given their consent to act as Directors.

The Company has received notices in writing from a member alongwith the deposit of requisite amount under Section 160 of the Act proposing the candidatures of each of Mr. Gautam Mukherjee, Mr. Ramdas Baxi and Mr. Dilip Phatarphekar for the office of the Directors of the Company.

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The Company has also received declarations from Mr. Gautam Mukherjee, Mr. Ramdas Baxi and Mr. Dilip Phatarphekar that they meet the criteria of independence as prescribed both under Section 149(6) of the Act and under Clause 49 of the Listing Agreement.

In the opinion of the Board, Mr. Gautam Mukherjee, Mr. Ramdas Baxi and Mr. Dilip Phatarphekar fulfill the conditions for appointment as Independent Directors as specified in the Act and the Listing Agreement. Mr. Gautam Mukherjee, Mr. Ramdas Baxi and Mr. Dilip Phatarphekar are independent of the management.

Brief resume of Mr. Gautam Mukherjee, Mr. Ramdas Baxi and Mr. Dilip Phatarphekar as required under Clause 49 of the Listing Agreement with the Stock Exchanges are provided in the Corporate Governance Report forming part of the Annual Report.

The Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mr. Gautam Mukherjee, Mr. Ramdas Baxi and Mr. Dilip Phatarphekar are interested in the resolutions set out respectively at item Nos. 5 to 7 of the Notice with regard to their respective appointments.

The relatives of Mr. Gautam Mukherjee, Mr. Ramdas Baxi and Mr. Dilip Phatarphekar may be deemed to be interested in the resolutions set out respectively at item Nos. 5 to 7 of the Notice, to the extent of their shareholding interest, if any, in the Company.

Save and except above, none of the other Directors and / or Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise in these resolutions.

The Board recommends the Ordinary Resolutions set out at Item Nos. 5 to 7 of the Notice for approval by the members.

Item Nos. 8 & 9

thThe Board of Directors of the Company (“the Board”) at its meeting held on 14 August, 2014 appointed Mr. Satyabrata Ray (DIN : 03512181) as an Additional Director of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013 (“the Act”) read with the Articles of Association of the Company.

In terms of the provisions of Section 161 of the Act, Mr. Satyabrata Ray would hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice in writing from a member along with the deposit proposing the candidature of Mr. Satyabrata Ray for the office of director of the Company pursuant to the provisions of Section 160 of the Act.

Mr. Satyabrata Ray is not disqualified from being appointed as director in terms of Section 164(2) of the Act. The Company has received from Mr. Ray the requisite Form 'DIR-8' pursuant to Section 164(2) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014, confirming his eligibility for such appointment.

Mr. Satyabrata Ray, aged 36 years, has completed his Masters in Business Management from Pune University. He is responsible for strategic brand management of the Company. Mr. Ray has been instrumental in bringing to the fore modern and evolved sales & marketing concepts which are designed to ensure customer satisfaction, building better vendor partnerships and enhanced brand offering.

Considering his professional experience and academic credentials and based on the recommendation of the Nomination and Remuneration Committee, the Board had, subject to the approval of the members, appointed Mr. Satyabrata Ray as the

thWhole Time Director of the Company for a period of 5 (five) years w.e.f. 14 August, 2014 at a remuneration of Rs. 35,00,000/- (Rupees Thirty Five Lacs only) per annum on a cost to company basis.

Mr. Satyabrata Ray satisfies all the conditions set out in Part I (Appointments) of Schedule V of the Act for being eligible for appointment.

Brief particulars of Mr. Satyabrata Ray, as required under Clause 49 of the Listing Agreement are provided in the Report on Corporate Governance forming a part of the Annual Report.

Pursuant to the provisions of the Act, the aforesaid appointment and the terms of remuneration are subject to the approval of the members of the Company. The Board, therefore, recommends the resolutions at Item Nos. 8 and 9 of the accompanying Notice for the approval of the members.

Mr. Satyabrata Ray is interested in the resolutions as they pertain to his appointment and remuneration. Mr. Subir Ray, who is his relative and Chief Financial Officer of the Company may be deemed to be interested in the said resolutions, to the extent of his shareholding, if any, in the Company.

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None of the other Directors and / or Key Managerial Personnel and their relatives are concerned or interested in the resolutions except as shareholder of the Company.

Item No. 10

The members of the Company had approved the appointment of Mr. Ashis Bhattacharya as Whole Time Director of the th th thCompany for a period of 5 (five) years with effect from 14 February, 2013 at the 9 Annual General Meeting held on 24

September, 2013. In view of his invaluable contribution to the Company and the resignation of Mr. Bijoy Kumar Pansari as the thCEO & Managing Director, the Board of Directors at its meeting held on 14 August, 2014 had subject to the approval of

members, appointed Mr. Ashis Bhattacharya as Managing Director of the Company for the balance tenure of his appointment thcommencing from 14 August, 2014.

All other terms and conditions of appointment of Mr. Ashis Bhattacharya remain unchanged.

Mr. Ashis Bhattacharya is not disqualified from being appointed as director in terms of Section 164(2) of the Act. The Company has received from Mr. Bhattacharya the requisite Form 'DIR-8' pursuant to Section 164(2) and rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014, confirming his eligibility for such appointment.

Mr. Ashis Bhattacharya satisfies all the conditions set out in Part I (Appointments) of Schedule V of the Act for being eligible for appointment.

Brief particulars of Mr. Ashis Bhattacharya, as required under Clause 49 of the Listing Agreement are provided in the Report on Corporate Governance forming a part of the Annual Report.

Pursuant to the provisions of the Act, the aforesaid appointment is subject to the approval of the members of the Company. The Board, therefore, recommends the resolution at Item No. 10 of the accompanying Notice for the approval of the members.

Mr. Ashis Bhattacharya is interested in the resolution as it pertains to his appointment.

None of the other Directors and / or Key Managerial Personnel and their relatives are concerned or interested in the resolution except as shareholders of the Company.

Item No. 11

The Board, on recommendation of the Audit Committee, has approved the appointment and remuneration of Mr. Prasad stSawant as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 31 March,

2015.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the members of the Company.

Accordingly, the consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 11 of the Notice for stratification of the remuneration payable to the Cost Auditors for the financial year ending 31 March, 2015.

None of the Directors and / or Key Managerial Personnel and their relatives are, in any way, concerned or interested in the resolution set out at Item No. 11 of the Notice.

The Board recommends the Ordinary Resolution set out at Item No. 11 of the Notice for the approval of the members.

By Order of the Board of Directors

Haresh ValaCompany Secretary

Place: MumbaithDate: 14 August, 2014

CIN: L27203WB2004PLC170941Email: [email protected]: www.essdee.in

DIRECTORS' REPORT

To the Members,Ess Dee Aluminium Limited Your Directors are pleased to present the Tenth Annual Report of the Company together with the Audited Statement of

stAccounts for the financial year ended 31 March, 2014.

FINANCIAL RESULTS

The financial highlights of the year are:(Rs. in Lacs)

Particulars Consolidated Standalone

March 2014 March 2013 March 2014 March 2013

Total Income 72,271.47 75,950.53 67,523.96 72,760.48

Profit before Interest, Depreciation and Tax 16,777.36 18,487.26 15,574.19 17,776.40

Less Interest Expenses 6,011.40 4,452.14 5,431.32 3,949.51

Less Depreciation 4,337.16 3,613.04 4,097.01 3,401.24

Profit before Tax 6,428.80 10,422.08 6,045.86 10,425.65

Less Provision for Taxation 1,341.54 3,078.83 1,023.69 2,784.23

Net Profit after Tax 5,087.26 7,343.25 5,022.17 7,641.42

Add Balance brought forward 20,648.03 16,548.67 15,459.98 11,062.44

Add Prior Period Item 0.29 -- -- --

Profit available for Appropriation 25,735.58 23,891.92 20,482.15 18,703.86

Appropriation:

Transfer to General Reserve -- 600.00 -- 600.00

Transfer to Debenture Redemption Reserve 1,231.00 1,894.00 1,231.00 1,894.00

Proposed Dividend -- 640.96 -- 640.96

Dividend Distribution Tax -- 108.93 -- 108.93

Balance carried Forward to the next year 24,504.58 20,648.03 19,251.15 15,459.98

Earning Per Share (Rs.) Basic 15.87 22.91 15.67 23.84

Earning Per Share (Rs.) Diluted 15.87 22.91 15.67 23.84

DIRECTORS

Mr. Satyabrata Ray was appointed as an Additional Director designated as Whole Time Director of the Company with effect thfrom 14 August, 2014 subject to the approval of the members at the ensuing Annual General Meeting. In terms of Section 161

of the Companies Act, 2013, Mr. Satyabrata Ray holds office only upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. Satyabrata Ray for the office of Director under Section 160 of the Companies Act, 2013.

thThe Board of Directors at its meeting held on 14 August, 2014 had appointed Mr. Ashis Bhattacharya as the Managing Director of the Company, subject to the approval of the members at the ensuing Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Sudip Dutta, Chairman and Non Executive Director of the Company, retire by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of upto 5 (five) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Gautam Mukherjee, Mr. Ramdas Baxi and Mr. Dilip Phatarphekar as Independent Directors of the Company upto 5 (five) consecutive years from the date of this Annual General Meeting.

The Company has received requisite notice in writing under Section 160 of the Companies Act, 2013 from a member proposing the names of Mr. Gautam Mukherjee, Mr. Ramdas Baxi and Mr. Dilip Phatarphekar as Independent Directors.

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 under Clause 49 of the Listing Agreement with the Stock Exchanges.

Appropriate resolutions for the appointment/re-appointment of Directors 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 / re-appointed and other information as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are part of Corporate Governance Report.

During the year under review, the remuneration of Ms. Vinaya Desai, Whole Time Director of the Company was increased from Rs. 16,00,000/- (Rupees Sixteen Lacs only) per annum to Rs. 22,00,000/- (Rupees Twenty Two Lacs only) per annum on cost

stto company basis with effect from 1 December, 2013 till the balance of her tenure, subject to the approval of the members.

thMr. Bijoy Kumar Pansari resigned as the CEO & Managing Director of the Company w.e.f. 14 August, 2014. The Board places on record its appreciation for the services rendered by Mr. Bijoy Kumar Pansari during his tenure as CEO & Managing Director.

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's operations 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.

23


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. The statement is also available for inspection at the Registered Office of the Company between 10.00 a.m. to 1.00 p.m. on all working days (except Saturdays, Sundays and Public Holidays) upto the date of Annual General Meeting.

SUBSIDIARY COMPANIES

Particulars of subsidiary Companies are as follows:Flex Art Foil Limited (FAFL)

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

stBrief financials of FAFL for the financial year ended 31 March, 2014 are as follows:(Rs. in lacs)

Particulars Year ended Year endedst st 31 March, 2014 31 March, 2013

Sales (net of excise duty) & Other Income 14,078.00 13,654.35

Profit before Depreciation & Tax 1,375.73 1,303.25

Less Depreciation 220.47 196.64

Profit after depreciation before tax (PBT) 1,155.26 1,106.61

Provision for Taxation 317.82 294.59

Net Profit available for Appropriation (PAT) 837.44 812.02

Ess Dee Aluminium Pte. Limited

thEss Dee Aluminium Pte. Limited is a wholly owned subsidiary Company incorporated in the Republic of Singapore on 15 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 and other documents of 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 the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any member of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

The Ministry of Corporate Affairs (MCA) has vide its Circular No. 8/2014 dated April 4, 2014 has clarified that the financial statements (and the documents required to be attached thereto), auditors report and the Board's report in respect of financial

styear that commenced earlier than 1 April, 2014 shall be governed by the relevant provisions / schedules / rules of the Companies Act, 1956.

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 RELATIONSThe 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

24

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. The 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 (“the Act”), with respect to Directors' Responsibility Statement, it is hereby confirmed that:

sti. In the preparation of the annual accounts for the financial year ended 31 March, 2014, the applicable accounting standards have been followed;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates stthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March,

2014 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.

MANAGEMENT DISCUSSION & ANALYSIS

Forward-looking statements

The report contains forward-looking statements, identified by words like 'plans', 'expects', 'will', 'anticipates', 'believes', 'intends', 'seen to be', 'projects', 'estimates' and so on. All statements that address expectations or projections about the future, but not limited to the Company's strategy for growth, product development, market position, expenditures and financial results are forward-looking statements. Since these are based on certain assumptions and expectations of future events, the Company cannot guarantee that these are accurate or will be realised. The Company's actual results, performance or achievements could thus differ from those projected in any forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any such statements on the basis of subsequent developments, information or events.

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INDUSTRY STRUCTURE AND DEVELOPMENT, OUTLOOK

Aluminium Foil Packaging Industry

Ess Dee Aluminium Limited specializes in catering to packaging needs within the pharmaceutical, food and FMCG segments.

Indian packaging industry is growing at the rate of 13-15 per cent annually. The total turnover of the industry is about USD 24.6 billion. It is expected that by 2025, the turnover will reach USD 32 billion as per Prof. N.C. Saha, Director, Indian Institute of Packaging. He further added that despite the economic slowdown witnessed, the packaging industry remains relatively unaffected. A major share of packaging is used for food products, which is about 65%, and the remaining 35% is for pharmaceuticals and cosmetics. Increase in population will mean increase in packaging, directly or indirectly.

As per Indian Institute of Packaging's article on www.fnbnews.com, Global packaging industry is worth USD 424 billion and out of this Europe has USD 127 billion, Asia has USD 114 billion, North America has USD 118 billion, Latin America has USD 30 billion and other countries have USD 30 billion. In terms of global market percentage, Europe is 30%, North America is 28%, Latin America is 7%, Asia is 27% and others represent 8% of the total industry.

According to the type of packaged products, beverages take 18%, food take 38%, pharmaceutical products take 5%, cosmetic products take 3% and other products take 36% of the overall industry. The global market value of food packaging is USD 161 billion, beverage packaging is USD 76 billion, pharmaceutical packaging is USD 21 billion, cosmetic packaging is USD 13.3 billion and others is USD 153 billion.

The Company supplies Aluminium Packaging primarily to pharmaceuticals and FMCG & Food sector.

Pharmaceuticals:

According to the Federation of Indian Chambers of Commerce and Industry (FICCI), globally, India ranks third for pharma thmanufacturing volume and 14 in terms of value. India represents a major market for pharma companies with a population of

over 1.2 billion yet the country posts an impressive export turnover of over USD 10 billion, spread across 200 countries.

The cumulative drugs and pharmaceuticals sector has attracted foreign direct investments (FDI) worth USD 11,391.03 million in the period April 2000–September 2013, according to data published by Department of Industrial Policy and Promotion. India, with almost 200 United States Food & Drug Administration (USFDA)-approved drug manufacturing facilities, is the biggest foreign supplier of medicines to the United States (US). The Indian pharma industry is on a good growth path and is likely to be in the top 10 global markets in value terms by 2020, according to the PwC-CII report titled “India Pharma Inc: Gearing up for the next level of growth”. Good economic growth leading to higher disposable incomes, improvements in healthcare infrastructure and improved healthcare financing are driving growth in the domestic market, the report highlighted (www.ibef.org). This translates directly into strong potential in terms of demand for pharmaceutical packaging.

Further, on a global arena, according to a new market report published by Transparency Market Research titled, "Global and U.S. Pharmaceutical Packaging (Plastic Bottles, Parental Containers, Blister, Closures, Labels and Others) Market for Manufacturing and Contract Packaging-Industry Analysis, Size, Share, Growth, Trends and Forecast, 2012-2018," the global pharmaceutical packaging market was valued at USD 50.07 billion in 2011, and is expected to be USD 73.04 billion by 2018, growing at a CAGR of 5.6% from 2012 to 2018. Development of innovative packaging that provides protection, quality, security, tamper evidence and visual appeal, to enhance consumer consumption, and reduce counterfeiting and other malpractices, is expected to boost the market. (Source: http://www.biospectrumindia.com/)

While demand from developed nations is very high for packaging, developing nations like India are expected to drive the growth in the future owing to development initiatives.

Food and FMCG:

In recent years, India has seen a rise in middle-income groups which has resulted in an increase in consumption of functional foods, convenient and ready foods and health foods. The domestic spend of the average Indian consumer is approximately 30% of their total income, making the region an integral part of the food ingredients network. The study on the Indian food industry by FICCI-E&Y also supports this fast growth by demonstrating that investment opportunities in the region are set to rise to USD 258 billion by 2015.

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India is the world's second largest producer of food next to China and has the potential of being the biggest, backed by its food and agricultural sector. The total food production in India is likely to double in the next 10 years with the country's domestic food market estimated to reach USD 258 billion by 2015. With a huge agriculture sector, abundant livestock and cost competitiveness, India is fast emerging as a sourcing hub for processed food. The Indian food processing industry accounts for 32 per cent of the country's total food market. (www.ibef.org)

Food processing sector, which is one of the important demand drivers for packaging, is an important segment of the economy, constituting a share of around 9–10 per cent of gross domestic product (GDP) in agriculture and manufacturing sector. Currently growing at more than 10 per cent per annum, it is expected to touch USD 194 billion by 2015 from a value of USD 121 billion in 2012, according to Mr Swapan Dutta, Deputy Director General, Indian Council of Agricultural Research (ICAR). Packaged food industry is the fifth largest sector in India. The industry is currently pegged at USD 39.7 billion in India and is expected to reach USD 65.41 billion by 2020, owing to the rise in middle class income, changing urban lifestyle and modern retail trade.

The overall fast moving consumer goods (FMCG) market is expected to increase at a compound annual growth rate (CAGR) of 14.7 per cent to USD 110.4 billion during 2012–2020, with the rural FMCG market expected to increase at a CAGR of 17.7 per cent to USD 100 billion during 2011–2025. Rising incomes and growing youth population have been key growth drivers for the sector. Brand consciousness has also aided demand.

Globally, the FMCG and Food Processing markets are expected to grow primarily based on demand from the developing nations.

OPERATIONS

We operate in the single segment i.e. Advanced Packaging Solutions. We offer technologically advanced products that are designed to meet industry specific quality standards as well as customer specifications. Our business primarily involves the cold rolling of aluminium “foil stock” into aluminium foil, which is further converted into “printers stock” through the process of lamination, to be used for strip packing or as coating for a blister pack.

We primarily operate our sales and distribution network through a “hub and spoke” model which enables us to provide customised packaging solutions to our customers across India. Our facilities in Daman, Kolkata and Hoera act as hubs in their respective regions and are supported by our other facilities across India to distribute and supply our products.

In order to further enhance our product and packaging solutions offerings, we have entered into an agreement with the Chemnitz University of Technology, Germany, for printing and packaging related technology development initiatives. We believe that this association will also enable us to develop innovative anti-counterfeit measures.

EDAL's COMPETITIVE INDUSTRY POSITIONING:

1. Present in potent industry With the economy showing signs of revival both in India as well as in other parts of the world, demand for packaging is set

to grow given the strong prospects of the industry from where this demand is derived.

2. Strong Team The company has consciously made an effort to recruit professionals as well as focus on training of existing employees

backed by a management team with long standing experience in the industry.

3. Global Operational Track Record In addition to being a leading player in the Indian markets, Ess Dee marked its presence in the global arena. The

collaboration with the Chemnitz University of Technology, Germany is primarily aimed at strengthening the Research and Development efforts and enable the Company to manufacture premium products not only for India but also for Europe, Latin America and South East Asia.

4. New Product Launches Some of the new products launched during the year, cater to the pharmaceutical segment and these include Suppository

Foil, Peelable blister, Peelable four ply and Foil PVC Child Resistant Laminates. There is a continuous focus on research and development to improve existing products as well as launch new ones.

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28

RISKS & CONCERNS:

The major risks and concerns attributed to the performance of the Company are:

1. Increase in input costs With backward integration in progress, the company expects to mitigate this risk to an extent. The company is also in the

process of expanding its operations giving it the scale to reduce costs.

2. Economic Headwinds Pharmaceutical and FMCG represent the two major segments from which Ess Dee derives its demand. While they remain

relatively insulated from economic slowdown, going forward they are expected to do extremely well given the expectations of a revival in the Economy.

3. Regulatory Risks Ess Dee is required to meet various regulatory standards as it caters to the Pharma, FMCG and Food segments. It has

always followed and adhered to the globally prescribed standards of packaging for its products and processes. At present the Company has spokes located across India with the requisite regulatory approvals. The manufacturing plant and spokes are strategically located near major seaports and clients to ensure on-time delivery, low inventory, tailor-made offerings and ability to offer these at a competitive rate.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has instituted an internal control system for all its units to ensure efficiency of operations, financial reporting, proper recording and safeguarding of assets, compliance with applicable laws and regulations, etc. The Company has also appointed a firm of Chartered Accountants as Internal Auditors, who review the various functions of the Company thoroughly and report to the Audit Committee. The Company uses an Enterprise Resource Planning (ERP) package, which enhances the internal control Mechanism.

The adequacy of the same has been reported by the Statutory Auditors of the Company in their report as required under the Companies (Auditor's Report) Order, 2003.

AUDITORS & AUDITORS' REPORT

M/s. M. P. Chitale & Co., Chartered Accountants, the Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from the Auditors to the effect that their re-appointment, if made, will be in accordance with the provisions of Section 139 read with Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

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 3 (three) financial years w.e.f. 2014-2015 for the approval of the members.

With regard to the Auditor's remark on the fixed assets and stores and spares, the Board wishes to inform that the Company had old IT system for maintaining fixed assets and stores and spares record. The entire IT system is now migrated into a new system and in the process of the migration of data of fixed assets and stores and spares over the last few months, there has been a technical problem in the migration work bench. However the problem is under process of being sorted out and everything will be completed by end of December, 2014. In respect of the non payment of advance tax and sales tax, the Board wishes to inform that implementation of the order of the Hon'ble BIFR sanctioning the merger of erstwhile India Foils Limited with the Company and the CBDT matter is in process.

COST AUDITORS

Based on the recommendations of the Audit Committee, the Board of Directors had appointed Mr. Prasad Sawant, Cost Accountants as the Cost Auditors of the Company to audit the Cost Accounts related to the products of the Company for the year 2013-2014. The cost audit report was filed within the due date. The Board of Directors had approved re-appointment of Mr. Prasad Sawant, Cost Accountants as Cost Auditors of the Company for the financial year 2014-2015.

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INTELLECTUAL PROPERTY

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

RECONCILIATION OF SHARE CAPITAL AUDIT

stIn compliance of circular no. D&CC/FITTC/CIR-16/2002 dated 31 December, 2002 further amended by Circular No. thCIR/MRD/DP/30/2010 dated 6 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 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 of the Company.

For and on behalf of Board of Directors

Place: Mumbai Sudip DuttathDate: 14 August, 2014 Chairman

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Annexure 'A' to Directors' Report

Information 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 and forming part of the Directors' Report.

I. CONSERVATION OF ENERGY:

The Company has been laying emphasis on the conservation of energy and taking several measures like effective control on utilization of energy and regular monitoring of its consumption, etc.

Total energy consumption and energy conservation per unit is as under:

Current Year Previous Year

2013-14 2012-13

A Power & Fuel Consumption

1 Electricity

a) Purchased

Units (KWH) 32915728 31528307

Total Amount (Rs.) 238216307 209859115

Rate/Unit(Rs.) 7.24 6.66

b) Own Generation (through diesel generator)

Units (KWH) -- --

Unit per Ltr. of diesel oil -- --

Cost/Unit(Rs.) -- --

2 Coal

Quantity (in MT) -- --

Total Cost (Rs.) -- --

Average Rate Per MT (Rs.) -- --

3 Furnace Oil/Diesel

Quantity in Ltrs. 1467537 2114568

Total Cost (Rs.) 63328438 87320352

Average Rate (Rs.) 43.15 41.29

4 Rolling Oil

Quantity in Ltrs. 439374 551080

Total amount (Rs.) 40088131 42978885

Average Rate (Rs.) 91.24 77.99

B Consumption per unit of production

Electricity (unit) 1805.63 1338.12

Coal (MT) -- --

Furnace Oil (Ltrs.) 80.50 89.75

Rolling Oil (Ltrs.) 24.10 27.32

II. TECHNOLOGY ABSORPTION

(A) Research and Development (R & D)

(a) Adopted Statistical process control and online process control measures. (b) Introduced new products such as Suppository Foil, Peelable blister, Peelable four ply and Foil PVC Child Resistant

Laminates. (c) Entered into an agreement with Chemnitz University of Technology, Germany for printing and packaging related

technology development initiatives.

1. Benefits derived as a result of the above R&D: (a) Standardisation and customized machinery to ensure desired deliverables and quality. (b) Technology and process to match the global standards. (c) Mill upgradation to give wider width, lower gauge, standardized profile and shape of Aluminium foil.

2. Future plan of action: (a) The association with Chemnitz University of Technology will help us to develop innovative counterfeit measures. (b) Work on Peelable laminates which are stable for sterilization operations. 3. Expenditure on R&D: (a) Capital Rs. Nil. (b) Recurring: Expenditure incurred on account of R&D are charged under primary heads of accounts and not

allocated separately. (c) Total Capital R & D expenditure as percentage of total turnover: Nil.

(B) Technology absorption, adaptation and innovation

1. Efforts in brief made towards technology absorption, adaptation and innovation. Our Company has always been a pioneer in the packaging technology and in line with the same is in process for

induction and implementation of diversified printing technology in close association with the leading international manufacturers.

2. Benefits derived as a result of the above efforts: a) Import substitution, anti–counterfeit products, process & product improvement have resulted in optimum stable

products for our customer. b) Higher contact efficiency of machinery c) Saving on utility, manpower and material, etc.

III. FOREIGN EXCHANGE EARNINGS AND OUTGO:

1. Activities relating to exports; development of new export markets for products and services and export plans.

The Company is at present exporting Aluminium foil to APAC and South American countries. The Company is in the process of identifying business partners in Europe, Latin America and Asia Pacific to increase market penetration.

2. During the year under review: (a) Foreign exchange earnings by the Company were Rs. 5,247.30 lacs (Previous Year Rs. 5,291.67 lacs) (b) Foreign exchange expenditure (which includes import of raw materials, spares and capital goods, commission

on export and travelling expenditure) was Rs. 9,522.11 lacs (Previous Year Rs. 12,520.16 lacs).



31


32

Financial Information of Subsidiary Companies

1. Name of the Subsidiary Company Flex Art Foil Ess Dee Aluminium

Limited Pte. Limited

2. Holding Company’s Interest 2,00,00,000 22,01,000

Equity Shares of Equity Shares of

Rs. 10 each, Singapore Dollar

fully paid up 1 each

3. Extent of Holding 100% 100%

st st4. Subsidiary’s Financial year ended on 31 March, 2014 31 March, 2014

5. Net aggregate amount of subsidiary’s Rs. in Lacs Rs. in Lacs

profit not dealt within the holding

company’s account:

i) for the financial year of the subsidiary 837.44 (773.08)

ii) for the previous financial year of the 7,319.71 (54.71)

subsidiary since it become the holding

company’s subsidiary

6. Net aggregate amount of subsidiary’s

profit dealt within the holding company’s account:

i) for the financial year of the subsidiary Nil Nil

ii) for the previous financial year of the Nil Nil

subsidiary since it became the holding

company’s subsidiary.



CORPORATE GOVERNANCE REPORT

1) Company's Philosophy on Corporate GovernanceEss Dee Aluminium Limited (EDAL)'s philosophy of Corporate Governance is to achieve business excellence by enhancing the long term welfare of all its stakeholders. Corporate Governance is not destination, but a journey for EDAL. EDAL believes that Corporate Governance is about creating a performing Organisations i.e. Organisations that consistently succeed in the market places against competition and thereby to enhance the value for all its stakeholders i.e. exceeding expectations which is one of the goals of EDAL. Its Corporate Governance framework is based on the following main principles to maintain transparency, accountability and ethics:

• Constitution of a Board of Directors of appropriate composition, size, varied experience and commitment to discharge their responsibilities and duties.

• Ensuring timely flow of information to the Board and its Committees to enable them to discharge their functions effectively.

• Timely and balanced disclosure of all material information concerning the Company to all stakeholders.• A sound system of risk management and internal control.• Transparency and accountability.• Compliance with applicable rules and regulations.• Fair and equitable treatment of all its stakeholders.

This would ensure efficient conduct of the affairs of the Company and help to achieve its goal of maximizing value for all its stakeholders. The Company has focused its resources, strengths and strategies to achieve its vision of becoming the world's most valued Company to customers, colleagues, investors, business partners and the community it works and operates in.

This chapter, along with the chapter on Management Discussion and Analysis reports EDAL's compliances with the revised guidelines on Corporate Governance stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges.

2) BOARD OF DIRECTORS

a) Presently, the Company has 9 (Nine) Directors. The Chairman is the Promoter of the Company and a Non-Executive Director. Among the 9 Directors, the Company has 3 Executive Directors and all others are Non-Executive Directors. Of the 6 Non-Executive Directors, 5 Directors are Independent Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

The Directors are appointed or re-appointed with the approval of the shareholders. The Independent Directors on the Board are highly experienced and competent persons from their respective fields. The Independent Directors take active part at the Board Meetings and Committee Meetings which add value in the decision making process of the Board of Directors.

Each Director informs the Company on an annual basis about the Board and Committee position he occupies in other Companies including Chairmanship and notifies changes during the year. Members of the Board while discharging their duties, avoid conflict of interest in the decision making process. The members of the Board restrict themselves from any discussions and voting in transactions that they have concern or interest.

b) In the financial year 2013-2014, four Board Meetings were held during the year and the gap between two meetings did not exceeded four months. The dates of Board Meetings were generally decided in advance with adequate notice to all Board Members. All the agenda items are backed by necessary supporting information and documents to enable the Board to take informed decisions. Senior Management Personnel are invited to provide additional inputs for the items being discussed by the Board as and when necessary. The Minutes of the Meetings of the Board are individually given to all the Directors and confirmed at the subsequent Board Meeting. The finalised copies of the minutes of various Committee meetings of the Board are also individually given to the Directors and thereafter tabled at the subsequent Board Meeting for the Board's views thereon. The dates on which the Board Meetings were held

th th th thduring the year are as follows: 28 May, 2013, 13 August, 2013, 14 November, 2013 and 14 February, 2014. The necessary quorum was present for all the meetings.

c) As mandated by Clause 49, none of the Directors is a member of more than ten Board level Committees or Chairman of five such Committees across all Companies in which he / she is a Director. Necessary disclosures regarding

stCommittee positions in other public Company as on 31 March, 2014 have been made by all the Directors. The following table gives details of Directors attendance, Directorships held in other Public Company and subsidiary of Public Company and the position of Membership/Chairmanship of Audit Committee and Shareholders'/Investors' Grievance Committee in such other Public Company and subsidiary of Public Company.

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Name of the Director Category No. of Board No. of Directorship(s)/Committee(s) positions Meetings held in other Company(ies) as on

st attended out of 31 March, 2014 4 Meetings held

Board Last Directorship Committee Committee AGM Chairmanship Membership

Mr. Sudip Dutta Promoter & 2 Yes 6 1 - Non - Executive

$Mr. Ashis Bhattacharya Managing Director 4 Yes - - -

Ms. Vinaya Desai Executive 4 Yes 1 - 1

Mr. T. S. Bhattacharya * Independent Non- 2 Yes 7 - 3 Executive

Mr. Gautam Mukherjee Independent Non- 4 Yes 1 - 1 Executive

Mr. Dilip Phatarphekar Independent Non- 4 No 1 1 - Executive

Mr. Ramdas L. Baxi Independent Non- 4 Yes 2 - 1 Executive

Mr. Madan Mohan Jain Independent Non- 4 No 1 1 - Executive

#Mr. Satyabrata Ray Executive N.A. N.A. N.A. N.A. N.A.

@Mr. Bijoy Kumar Pansari CEO & Managing 4 Yes N.A. N.A. N.A. Director

th* Mr. T. S. Bhattacharya was appointed as an Additional Director on the Board of the Company w.e.f. 13 August, 2013 and thapproved by the members at the Annual General Meeting held on 24 September, 2013.

$ th Mr. Ashis Bhattacharya was appointed as the Managing Director of the Company w.e.f. 14 August, 2014, subject to the members approval at the ensuing Annual General Meeting.

# Mr. Satyabrata Ray was appointed as Additional Director designated as Whole Time Director on the Board of the thCompany w.e.f. 14 August, 2014, subject to the members approval at the ensuing Annual General Meeting.

@ th Mr. Bijoy Kumar Pansari resigned as CEO & Managing Director of the Company w.e.f. 14 August, 2014.

No Director is related to any other Director on the Board in terms of the definition of relative given under the Companies Act, 2013.

d) During the year, information as mentioned in Annexure 1A to Clause 49 of the Listing Agreement has been placed before the Board of Directors for their consideration.

e) None of the Independent Directors have any material pecuniary relationship or transactions with the Company.

3) BOARD COMMITTEES

The Board of Directors have constituted Board Committees to deal with specific areas and activities which concern the Company and need a closer review. The Board Committees play an important role in overall management of day-to-day affairs and governance of the Company. The Board Committees meet at regular intervals, take necessary steps to perform its duties entrusted by the Board. To ensure good governance, the minutes of the meetings are placed before the Board for their review. The Board has currently five Committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Finance Committee.

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I. AUDIT COMMITTEE

The Company has an Independent Audit Committee comprising of 4 (four) Independent Directors : Mr. Gautam Mukherjee (Chairman), Mr. Ramdas Baxi, Mr. Dilip Phatarphekar and Mr. Madan Mohan Jain. Mr. Madan Mohan Jain was

thappointed as a member of the Audit Committee with effect from 14 August, 2014. All members of the Committee are learned and draw upon their experience and expertise across a wide spectrum of functional areas such as finance and corporate strategy. The Audit Committee is constituted and functions in accordance with Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

st th Five meetings of the Audit Committee were held during the financial year under review i.e. on 1 April, 2013, 28 May, th th th2013, 13 August, 2013, 14 November, 2013 and 14 February, 2014. The gap between two consecutive meetings did

not exceed four months. The necessary quorum was present for all the meetings.

The Chief Financial Officer, Internal Auditors and the Statutory Auditors are invitees to the meeting. The Company Secretary acts as the Secretary to the Committee and attended all the meetings of the Audit Committee. Minutes of each Audit Committee are placed and discussed in the next meeting of the Board.

The Statutory Auditors and Internal Auditors have attended all the Audit Committee meetings held during the year. The thChairman of the Audit Committee was present at the previous Annual General Meeting held on 24 September, 2013.

The role of the Audit Committee includes the following:

i) Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

ii) The recommendation for appointment, remuneration and terms of appointment of auditors of the company; review and monitor the auditor's independence and performance, and effectiveness of audit process;

iii) Approval or any subsequent modification of transactions of the Company with related parties;

iv) Scrutiny of inter-corporate loans and investments;

v) Valuation of undertakings or assets of the Company, wherever it is necessary;

vi) Evaluation of internal financial controls and risk management systems;

vii) Reviewing, with the management, the quarterly, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

viii) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

35


ix) Review and monitor the auditor's independence and performance, and effectiveness of audit process;

x) Review the functioning of the Whistle Blower mechanism, in case the same is existing;

x) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

xi) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee under the provisions of Companies Act, 2013 and Listing Agreement.

The Audit Committee have full access to information contained in the records of the Company in connection with investigation into any matter in relation to its terms of reference or as may be referred to it by the Board.

II. STAKEHOLDERS RELATIONSHIP COMMITTEE (erstwhile Shareholders' / Investors' Grievance Committee)

The Shareholders' / Investors' Grievance Committee was renamed as Stakeholders Relationship Committee to meet the requirements of the Companies Act, 2013.

The Stakeholders Relationship Committee comprises of Mr. Ramdas Baxi, Independent Director as Chairman, Mr. Dilip Phatarphekar and Mr. Gautam Mukherjee as members, to specifically look into the redressal of the grievances of security holders of the Company. The Company Secretary is the Compliance Officer and the Secretary to the Committee.

th th Two meetings of the Committee were held during the financial year 2013-2014 on 13 August, 2013 and 14 February, 2014. Minutes of each meetings were placed and discussed in the next meeting of the Board.

At the beginning of the financial year, there was no investor complaint that was unresolved. The Company had received 2 stcomplaints during the financial year ended 31 March, 2014 which were replied to the satisfaction of the shareholders. stThere were no outstanding complaints as on 31 March, 2014.

III. NOMINATION AND REMUNERATION COMMITTEE (erstwhile Remuneration Committee)

The Remuneration Committee constituted by the Company was renamed as Nomination and Remuneration Committee to meet the requirements of the Companies Act, 2013. The Nomination and Remuneration Committee comprises of Independent Directors, namely Mr. Dilip Phatarphekar as Chairman, Mr. Ramdas Baxi and Mr. Gautam Mukherjee as Members. The minutes of the Nomination and Remuneration Committee meetings are reviewed and noted by the Board from time to time.

The Nomination and Remuneration Committee identifies persons who are qualified to become directors and who may be appointed in senior management and recommend to the Board their appointment and removal and also carries out the evaluation of the performance of all the directors of the Company.

The Remuneration Policy of the Company for directors, key managerial personnel and other employees are determined by the Nomination and Remuneration Committee as per the provisions of the Companies Act, 2013.

The Nomination and Remuneration Committee recommends to the Board the compensation package of the Executive Directors, Key Managerial Personnel and Senior Management of the Company. The Non-Executive Directors are paid sitting fees for attending the meetings of the Board of Directors and Committees. The Non Executive Independent Directors do not have any material pecuniary relationship or transactions with the Company.

Since the appointment of the Executive Directors is by virtue of their employment with the Company, their service contract, notice period and severance fees, if any, is governed by the remuneration policy of the Company.

The Company does not have any Employee Stock Option Scheme.

th During the financial year under review, one Meeting of the Committee was held on 14 November, 2013.

36

Details of Remuneration paid to Directors:

st Details of remuneration for the year ended 31 March, 2014:

a) Executive Directors (Rs. in lacs)

Name Designation No. of Salary Allowances Total Relationship Shares & with any Held Perquisites Other Director

@Mr. Bijoy Kumar Pansari CEO and

Managing Director 50 84.00 -- 84.00 None

#Mr. Ashis Bhattacharya Managing Director 2 47.90 -- 47.90 None

Ms. Vinaya Desai * Whole Time Director 2,249 16.77 -- 16.77 None

@ th Mr. Bijoy Kumar Pansari resigned as CEO & Managing Director of the Company w.e.f. 14 August, 2014.# th Mr. Ashis Bhattacharya was appointed as the Managing Director of the Company w.e.f. 14 August, 2014, subject to the

members approval at the ensuing Annual General Meeting.th* The Board of Directors at its meeting held on 14 November, 2013 had approved the revision in remuneration of Ms. stVinaya Desai to Rs. 22,00,000/- per annum w.e.f. 1 December, 2013, subject to the approval of the members.

b) Non -Executive Directors The Non-Executive Directors are paid sitting fees for attending the Board meetings and Committee meetings, the

details of which are as under:

Name Sitting Fees (Rs.) Number of shares held asst on 31 March, 2014

Mr. Sudip Dutta Nil 1,87,55,913Mr. T. S. Bhattacharya * 30,000 NilMr. Gautam Mukherjee 1,30,000 NilMr. Dilip Phatarphekar 1,60,000 NilMr. Ramdas Baxi 1,35,000 NilMr. Madan Mohan Jain 60,000 Nil

th* Mr. T. S. Bhattacharya was appointed as a Director on the Board of the Company w.e.f. 13 August, 2013.

Mr. Sudip Dutta, in the interest of the Company, has waived off his right to receive the sitting fees from the Company.

No stock options have been issued to any Director of the Company. All the Directors have disclosed their shareholding in the Company.

IV. FINANCE COMMITTEE

Mr. Sudip Dutta is the Chairman of the Committee, Mr. Ashis Bhattacharya and Mr. Dilip Phatarphekar, Directors of the Company are the members of the Finance Committee of the Board of Directors of the Company. Mr. Ashis Bhattacharya

thwas appointed as the member of the Finance Committee in place of Mr. Bijoy Kumar Pansari w.e.f. 14 August, 2014.

st th Three meetings of the Finance Committee were held during the financial year under review i.e. on 1 April, 2013, 6 thDecember, 2013 and 14 February, 2014. The necessary quorum was present for all the meetings.

Following powers, duties and responsibilities have been delegated to the Finance Committee:

1. Borrowings from banks / financial institutions upto an aggregate limit of Rs. 500.00 crores. 2. Granting Loans to companies / firms / individual, whether subsidiaries / associates or otherwise, upto a limit of Rs.

10.00 crores per Company or firm and Rs. 1.00 crore per individual, for the purpose of business, subject however that the aggregate of loans granted and outstanding to all such companies / firms / individuals, subsidiaries or associates at any time shall not exceed the applicable ceiling prescribed under the Companies Act.

37


3. Opening / closing of bank accounts, opening letters of credit, issue / renew / cancel bank guarantees and other banking matters.

4. Approval of authorized signatories and delegation of powers to sign cheques, etc. for operating the bank accounts of the Company.

5. Miscellaneous financial matters.

The attendance of each of the members at the meetings of the respective Committees is as under:

Name of the Category Audit Committee Nomination and StakeholdersDirector Remuneration Relationship Committee Committee

Mr. Gautam Mukherjee 4 1 2

Mr. Dilip Phatarphekar 5 1 2

Mr. Ramdas Baxi 5 1 2

Independent &Non-Executive

Director

V. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE The Corporate Social Responsibility (“CSR”) Committee was constituted by the Board of Directors considering the

requirements of the Companies Act, 2013 ("the Act") relating to the constitution of a Corporate Social Responsibility Committee.

Mr. Gautam Mukherjee, Independent Director is the Chairman of the Committee, Mr. Ashis Bhattacharya and Ms. Vinaya Desai are the other members of the Committee.

The Committee's constitution and terms of reference meet with the requirements of the Companies Act, 2013.

The terms of reference of the CSR Committee are :

a. Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of the Act;

b. Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); c. Monitor the Corporate Social Responsibility Policy of the Company from time to time; and d. Carrying out any other function as is mentioned under the provisions of Companies Act, 2013 or under any other law.

4) GENERAL BODY MEETINGS

a) Annual General Meeting :

Location and time of Annual General Meeting (AGM) held in last 3 years:

Date AGM Venue Time Whether Special resolutions passed

th 28.09.2011 7 AGM Hotel Sea Rock Inn, Devka Beach, Daman – 396 210 1.00 p.m. Yes

th 28.09.2012 8 AGM Najrul Mancha, 1, M. M. Feeder Road, Kolkata – 700 056 10.00 a.m. Yes

th 24.09.2013 9 AGM Najrul Mancha, 1, M. M. Feeder Road, Kolkata – 700 056 10.00 a.m. Yes

Details of the Special Resolutions passed at Annual General Meetings during the last three years

th th At the 7 AGM held on 28 September, 2011, two special resolutions were passed for re-appointment of Mr. Sudip Dutta as thChairman and Managing Director of the Company for further period of five years commencing from 15 June, 2011 and for

making further issue of Shares by way of ADR, GDR, QIP considering the requirement of additional funds, if any.

th th At the 8 AGM held on 28 September, 2012, one special resolution was passed for appointment of Mr. Bijoy Kumar rdPansari as CEO and Managing Director of the Company for a period of five years commencing from 3 December, 2011.

38

th th At the 9 AGM held on 24 September, 2013, three special resolutions were passed for appointment of Mr. Ashis Bhattacharya and Ms. Vinaya Desai as Whole Time Directors of the Company and for increase in the limits of investments by FIIs.

b) Extra Ordinary General Meetings : In addition to Annual General Meeting, the Company holds General Meetings of the members of the Company as and

rdwhen situation arises. One Extra Ordinary General Meeting was held on 3 July, 2014.

c) Postal Ballot : During the financial year 2013-2014, the Company had not conducted a Postal Ballot process.

At present, the Company is proposing to pass Special Resolutions by way of Postal Ballot pursuant to Section 110 and the applicable provisions of the Companies Act, 2013 read together with the Companies (Management and Administration) Rules, 2014 for the following matters:-

1. Consent of the Company under Section 180(1)(c) of the Companies Act, 2013 and Rules made thereunder. 2. Consent of the Company under Section 180(1)(a) of the Companies Act, 2013 and Rules made thereunder. 3. Alteration of Articles of Association of the Company.

5) SUBSIDIARY COMPANY

The Company has one wholly owned Indian subsidiary - Flex Art Foil Limited and one foreign wholly owned subsidiary - Ess Dee Aluminium Pte. Limited, incorporated in the Republic of Singapore.

The Company monitors the performance of its subsidiary companies, inter alia, by following means:

a. The financial statements, in particular, the investments, if any, made by the Indian subsidiary Company, are reviewed by the Audit Committee of the Company.

b. The minutes of the Board meetings of the Indian subsidiary Company are placed at the subsequent Board meetings of the Company.

c. Details of significant transactions and arrangements entered into by the Indian subsidiary Company are placed before the Board of the Company as and when applicable.

d. Mr. Gautam Mukherjee, Independent Director of the Company is on the Board of Flex Art Foil Limited, the materially unlisted subsidiary Company.

6) CODE OF CONDUCT

The Company has adopted a modified Code of Conduct for all Board Members and Senior Management Personnel of the Company in accordance with the requirement under Clause 49(1)(D) of the Listing Agreement. The said Code has been communicated to the Directors and Senior Management Personnel and they have confirmed compliance with the said

stCode of conduct for the financial year ended 31 March, 2014. The code of conduct is available on the website of the Company: www.essdee.in

The requisite Declaration of the CEO and Managing Director is given below:

To

The Shareholders of Ess Dee Aluminium Limited

Sub: Compliance with Code of Conduct

I hereby confirm that the Company has obtained from all the Members of Board and Senior Management Personnel, affirmation that they have complied with the Code of Conduct as adopted by the Board of Directors in respect of financial

styear ended 31 March, 2014.

Bijoy Kumar Pansarith30 May, 2014 CEO and Managing Director

39


Results for the quarter ending:

th th30 June, 2014 14 August, 2014

th nd30 September, 2014 By 2 week of November, 2014

st nd31 December, 2014 By 2 week of February, 2015

st th31 March, 2015 By 4 week of May, 2015

(iv) Date of book closure:nd th Monday, 22 September, 2014 to Saturday, 27 September, 2014 (both days inclusive)

(v) Listing on Stock Exchanges: The Company's shares are listed on:- BSE Limited (BSE) and National Stock Exchange of India Limited (NSE)

The Company debt securities are listed on the Wholesale Debt Market (WDM) of BSE.

The Company has paid the annual Listing Fees for the financial year 2014-2015 to BSE and NSE.

The Custodial Fees for the year 2014-2015 have been paid to the National Securities Depository Limited and the Central Depository Services (India) Limited.

(vi) Stock code: Equity Shares BSE Limited - 532787 National Stock Exchange of India Limited - ESSDEE- EQ ISIN for Dematerialisation - INE825H01017

Debt Securities The Wholesale Debt Market (WDM) of BSE - 947009

Debenture Trustee IDBI Trusteeship Services Limited Asian Building, Ground Floor 17, R. Kamani Marg, Ballard Estate, Mumbai 400 023

(vii) Market price data The monthly high and low prices of the Company's share at BSE Limited (BSE) and National Stock Exchange of India

stLimited (NSE) for the year ended 31 March, 2014 are given as follows:

41


42

Price

BS

E S

ense

x

S&

P C

NX

Nift

y

Price

(ix) Share Transfer System: The authority relating to transfer of securities and allied work relating to servicing of investors has been delegated by

the Board to the Stakeholders Relationship Committee (erstwhile Shareholders' / Investors' Grievance Committee) which consists of Mr. Ramdas Baxi as Chairman, Mr. Dilip Phatarphekar and Mr. Gautam Mukherjee as Members.

The minutes of the meetings of the Stakeholders Relationship Committee are regularly placed before the Board. The Company's Registrar and Transfer Agents, Bigshare Services Private Limited has adequate infrastructure to process the share transfers. The share transfers received are processed within 15 days from the date of receipt, subject to the transfer instrument being valid and complete in all respects. Demat requests are processed within 10-15 days from the date of receipt to give credit of the shares through the Depositories. In compliance with the listing guidelines, every three months, a practicing Company Secretary audits the system of transfer and a certificate to that effect is issued. The Company's scrips form part of the SEBI's compulsory demat segment bearing ISIN No. INE825H01017.

st (x) Distribution of shareholding as on 31 March, 2014:

Holding No. of Shareholders No. of shares held Share holding %

1-500 7,381 3,40,049 1.06 501- 1000 201 1,61,597 0.50 1001- 2000 126 1,85,767 0.58 2001- 3000 68 1,76,137 0.55 3001- 4000 37 1,28,416 0.40 4001- 5000 37 1,72,643 0.54 5001-10000 81 5,97,954 1.87 10001 & above 141 3,02,85,248 94.50

Total 8,072 3,20,47,811 100.00

st Distribution of shareholding by ownership as on 31 March, 2014:

Category No. of Shares held Share holding %

Promoters 1,90,68,867 59.50 FIIs 70,61,381 22.03 Venture Capital Funds 0 0 Insurance Companies 0 0 Mutual Funds/UTI/Banks 14,399 0.04 Bodies Corporate 20,85,629 6.51 Individuals/others 38,17,535 11.92

Total 3,20,47,811 100.00

(xi) Dematerialisation of shareholding: The Company has established connectivity with both the Depositories viz. National Securities Depository Limited

(NSDL) and Central Depository Services (India) Limited (CDSL) through the Registrar and Transfer Agents, Bigshare Services Private Limited. This has facilitated the shareholders to hold and trade their shares in 'electronic form'. Almost the entire shareholding is held in dematerialized form with NSDL 30733624 Shares (95.90%) and CDSL

st1313919 Shares (4.10%) as on 31 March, 2014. The entire shareholdings of the Promoters of the Company are in demat form.

Trading in Equity Shares of the Company is permitted only in dematerialized form as per notification issued by Securities and Exchange Board of India.

(xii) Details of Unclaimed Shares: The Company came out with an Initial Public Offer (IPO) in December, 2006. The Equity shares issued pursuant to

the said IPO which remained unclaimed are lying in the Escrow Account with Bigshare Services Private Limited. The Company has sent 4 reminders to the shareholders asking for correct demat account details. As per Clause 5A(1) of the Listing Agreement, the Company reports the following details in respect of the unclaimed shares:

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AUDITORS CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OFCORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT

ToThe Members ofEss Dee Aluminium Limited

We have examined the compliance of conditions of corporate governance by Ess Dee Aluminium Limited (the Company) for stthe year ended 31 March, 2014 as stipulated in clause 49 of the listing agreement of said Company with the stock exchanges.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination has been limited to a review of the procedures and implementations thereof adopted by the Company for ensuring compliance of the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the directors and the management, we certify that the Company has complied with the conditions of corporate governance as stipulated in clause 49 of the above mentioned listing agreement.

As required by the Guidance Note issued by the Institute of Chartered Accountants of India we have to state that no investor grievances were pending for a period of one month against the Company as per the records maintained by the Shareholders / Investor Grievance Committee.

We further state that such compliance is neither an assurance as to the further viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For M.P. Chitale & Co.Chartered AccountantsICAI FR No. 101851W

Ashutosh PednekarPartner

ICAI M. No. 41037Place: Mumbai

thDate: 14 August, 2014

45


DETAILS OF DIRECTORS SEEKING APPOINTMENT AND RE-APPOINTMENT AT THE TENTH ANNUAL GENERAL MEETING (PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT)

Item Nos. 2, 5, 6, 7, 8, 9 and 10 of the Notice convening Annual General Meeting

Brief notes on the background and the functional expertise of the Directors proposed for appointment and re-appointment are furnished below, with details of Companies in which they are Directors and the Board Committees of which they are members:

Name of the Director Mr. Sudip Dutta Mr. Gautam Mukherjee Mr. Ramdas Baxi

Date of Birth 04.05.1972 20.01.1946 19.03.1938

Date of Appointment 10.02.2004 22.05.2006 22.05.2006

Expertise in specific Management of all Business Organisational Development Mr. Baxi has over 40functional area division, growth and years of experience in the diversification initiatives and field of Insurance. He providing vision and strategy retired as Director and

General Manager of New India Assurance Company Limited.

Qualifications H. S. C. Bachelor of Engineering from B. Com, LLB Calcutta University

Directorships held in other Flex Art Foil Limited Flex Art Foil Limited GIC Asset ManagementIndian public limited Company LimitedCompanies

Chairman / Member of the Chairman – Finance Chairman – Audit Committee Chairman – StakeholdersCommittee of Board of Committee & Corporate Social Relationship CommitteeDirectors of the Company Responsibility Committee Member – Audit Member – Stakeholders Committee, Nomination Relationship Committee, and Remuneration Nomination and Remuneration Committee Committee

Chairman / Member of Chairman – Audit Committee Member - Audit Committee Member – Audit CommitteeCommittees of Board of – Flex Art Foil Limited – Flex Art Foil Limited – GIC Asset ManagementDirectors of other Indian Company Limitedpublic limited Companies No. of Shares held in the 1,87,55,913 Nil NilCompany

46

Name of the Director Mr. Dilip Phatarphekar Mr. Satyabrata Ray Mr. Ashis Bhattacharya

Date of Birth 24.01.1938 06.06.1978 02.03.1964

Date of Appointment 22.05.2006 14.08.2014 14.02.2013

Expertise in specific Mr. Dilip Phatarphekar is a Mr. Ray has 14 years of Mr. Bhattacharya is a functional area practicing Advocate and experience in marketing field. Bachelor in Electrical Arbitrator and has experience He has been responsible for Engineering from Jadavpur of over 40 years. He has bringing to the fore modern University and has a Post worked as a Head of Legal and evolved sales and Graduation Certification in Department of Companies marketing concepts which are Operations Management such as Pfizer Limited and designed to ensure customer from ISB, Hyderabad. He Essar Group of Companies. satisfaction, building better has more than 27 years of vendor partnerships and experience in the enhanced brand offering. manufacturing industry.

Qualifications B.A., LLB B. Sc. (Chemistry) and B.E., PGCBM MBA (Marketing)

Directorships held in other Panama Petrochem Limited - Flex Art Foil LimitedIndian public limitedcompanies

Chairman / Member of the Chairman – Nomination and - Member – Corporate SocialCommittee of Board of Remuneration Committee Responsibility CommitteeDirectors of the Company Member – Audit Committee, and Finance Committee. Stakeholders Relationship

Committee and Finance Committee

Chairman / Member of Chairman – Investor - -Committees of Board of Grievance Committee &Directors of other Indian Remuneration Committee–public limited Companies Panama Petrochem Limited

No. of Shares held in Nil Nil 2the Company

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48

INDEPENDENT AUDITOR'S REPORT

ToThe Members ofEss Dee Aluminium Limited

Report on the Financial Statements

1 We have audited the accompanying financial statements of Ess Dee Aluminium Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the Financial Statements

2 Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 which as per a clarification issued by the Ministry of Corporate Affairs continue to apply under section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3 Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

6 In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014; (b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and (c) in the case of the Statement of Cash Flow, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7 As required by section 227(3) of the Companies Act 1956, we report that: a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary

for the purpose of our audit; b. in our opinion proper books of account as required by law have been kept by the Company so far as appears from our

examination of those books; c. the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in

agreement with the books of account; d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement complies with the

Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e. on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of clause (g) of sub-section(1) of section 274 of the Companies Act, 1956.

8 As required by the Companies (Auditor's Report) Order, 2003(“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

For M. P. Chitale & Co. Chartered Accountants ICAI FR No: 101851W

Ashutosh PednekarPartnerICAI M No.: 041037Place: MumbaiDate: May 30, 2014

49


Annexure to Independent Auditor's Report

Annexure referred to in paragraph 8 of the Independent Auditor's Reportto the members of Ess Dee Aluminium Limited.

I (a) The Company has maintained unit wise fixed assets records and / or compiled item wise list showing particulars of all its fixed assets. The aggregate value shown by these records agrees with the gross value of fixed assets as per the books of account of the Company. However, full particulars of quantitative details and situations need to be included in these records.

(b) Based on the information and explanations furnished to us, the Company has not physically veried xed assets during the year as per its cycle of verication. Accordingly, we are unable to state whether material discrepancies were noticed.

(c) During the year, Company has not disposed of any substantial /major part of fixed assets.

ii (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedure of physical verification of inventory followed by the management needs to be strengthened to make it reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of inventory, the Company is maintaining proper records of inventory except for stores and spares. The discrepancies noticed on physical verification of inventory as compared to the book records were not material and have been properly dealt with in the books of account.

iii a. The Company has granted unsecured loans to companies covered in the register maintained under Section 301 of the Act. Details of parties and the amount involved are as under.

Sr. No. Name of the Party Maximum amount outstanding Year-end Balance during the year ( in Lacs) ( in Lacs)

1. Ess Dee Aluminium Pte. 979.48 979.48 Limited

b&c The interest free loans do not stipulate any terms and conditions of payment and in our opinion are prima facie not prejudicial to the interest of the Company.

d. In view of the above, the question of regularity of payment of principal and interest does not arise. e. The Company has taken interest free loan from Director listed in the register maintained under section 301 of the

Companies Act, 1956.

Sr. No. Name of the Party Maximum amount outstanding Year-end Balance during the year ( in Lacs) ( in Lacs)

1. Mr Sudip Dutta 700.00 700.00

f The interest free loans do not stipulate any terms and conditions of repayment and in our opinion are prima facie not prejudicial to the interest of the Company.

g. In view of the above, the question of regularity of repayment of principal and interest does not arise.

iv In our opinion and according to the information and explanations given to us, subject to our remarks in clause (i) and (ii) above there are adequate internal control systems commensurate with the size of the Company and the nature of its business for purchase of inventory and fixed assets and for sale of goods. Further on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have been informed of any instance of major weakness in the aforesaid internal control procedures.

v (a) In our opinion, to the best of our knowledge and belief and according to the information and explanations given to us, we are of the opinion that the transactions that needed to be entered into the register maintained under Section 301 have been so entered.

50

(b) In our opinion, and to the best of our knowledge and belief and according to the information and explanations given to us, the contracts and arrangements were entered into at mutually agreed prices for which suitable alternatives do not exist to compare with the prevailing market prices.

vi During the year Company has not accepted any deposits from the public. Accordingly paragraph 4 (vi) of the order is not applicable.

vii The Company has an internal audit system commensurate with the size and nature of its business.

viii We have broadly reviewed the cost records maintained by the Company relating to the manufacturing activities pursuant to the rules made by the Central Government for the maintenance of cost records under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records with a view to determining whether they are accurate or complete.

ix (a) According to the records of the Company and information and explanations given to us, the Company has been generally regular in depositing undisputed statutory dues including Provident Fund, Employees State Insurance, Income-Tax, Sales-Tax, Wealth-Tax, Service tax, Customs Duty, Excise Duty and cess with the appropriate authorities, though there have been delays in few cases. There are no undisputed statutory dues outstanding as of March 31, 2014 for a period of more than six months except payment of advance tax of Rs.480.68 Lacs for the year. However, the following are not paid :-

Dues of Deferred Sales Tax, aggregating Rs.1,784.76 lacs, as set out below, which is outstanding as at the end of the year:-

Period to which the amount relates Due Date Amt (Rs. in Lacs)

Quarter ended 30.09.96 31.10.05 12.98

Quarter ended 31.12.96 31.01.06 25.62

Quarter ended 31.03.97 30.04.06 31.45

Quarter ended 30.06.97 31.07.06 29.76

Quarter ended 30.09.97 31.10.06 42.45

Quarter ended 31.12.97 31.01.07 51.39

Quarter ended 31.03.98 30.04.07 51.58

Quarter ended 30.06.98 31.07.07 33.74

Quarter ended 30.09.98 31.10.07 48.82

Quarter ended 31.12.98 31.01.08 41.61

Quarter ended 31.03.99 30.04.08 53.02

Quarter ended 30.06.99 31.07.08 65.44

Quarter ended 30.09.99 31.10.08 79.66

Quarter ended 31.12.99 31.01.09 89.31

Quarter ended 31.03.00 30.04.09 84.82

Quarter ended 30.06.00 31.07.09 68.94

Quarter ended 30.09.00 31.10.09 67.52

Quarter ended 31.12.00 31.01.10 71.84

Quarter ended 31.03.01 30.04.10 71.55

Quarter ended 30.06.01 31.07.10 76.21

Quarter ended 30.09.01 31.10.10 68.58

Quarter ended 31.12.01 31.01.11 56.70

Quarter ended 31.03.02 30.04.11 53.37

Quarter ended 30.06.02 31.07.11 59.68

Quarter ended 30.09.02 31.10.11 61.58

51


Quarter ended 31.12.02 31.01.12 45.93

Quarter ended 31.03.03 30.04.12 30.45

Quarter ended 30.06.03 31.07.12 35.84

Quarter ended 30.09.03 31.10.12 39.05

Quarter ended 31.12.03 31.01.13 39.16

Quarter ended 31.03.04 30.04.13 39.57

Quarter ended 30.06.04 31.07.13 46.95

Quarter ended 30.09.04 31.10.13 43.41

Quarter ended 31.12.04 31.01.14 66.77

Note: Interest due on above Rs. 899.15 Lacs.

(b) As at the year-end according to the records of the Company and information and explanations given to us, there are no disputed dues on account of income tax, sales tax, customs duty, excise duty, cess, wealth tax, service tax which have not been deposited with respective authorities except as under.

Name of the statute Nature of dues Amount Period to which the Forum where the (Rs. In lacs) amount relates disputes are pending

West Bengal 1982-1984,1986-1988, Revision BoardSales Tax Act/ Sales Tax 1993-94 to 1999-2001 (Tribunal)West Bengal 1,710.41 & 2003-04Value Added Tax Act/ Central Sales Tax Act 451.39 2001-02 to 2002-03 WB Taxation Tribunal

(103.44) 2004-05 to 2010-11 Sr. Joint Commissioner (Appeals) / Deputy Commissioner (Appeals)

Total 2,058.36 Central Excise Act Excise Duty 1,319.56 1986 to 2014 Commissioner of Central Excise

C.E.Commr. Excise Duty 133.58 2006-07 to Oct.2009 Commissioner of Central Excise

C.E.Commr. Excise Duty 224.47 2007-08 to Dec.2011 Commissioner of Central Excise

C.E.Commr. Excise Duty 76.72 Jan.2012 to Nov.2012 Commissioner of Central Excise

C.E.Commr. Excise Duty 78.44 Dec.2012 to Oct.2013 Commissioner of Central Excise

x The Company has neither accumulated losses at the end of the financial year nor incurred cash losses during the year and in the immediately preceding financial year.

xi The Company has not defaulted in repayment of dues to banks.

xii According to the information and explanations, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii According to the information and explanations, the Company is not a chit fund / nidhi /mutual benefit fund / society. Hence, the provisions of any special statute as specified under clause (xiii) of Paragraph 4 of the Order are not applicable to the Company.

52

xiv According to the information and explanations, the Company is not a dealer or trader in securities.

xv According to the information and explanations given to us, the Company has given guarantee for bank loans taken by its subsidiaries on such terms and conditions which are prima facie not prejudicial to the interest of the Company.

xvi To the best of our knowledge and belief and according to the information and explanations given to us, term loans availed by the Company were, prima facie, applied by the Company for the purposes for which the loans were obtained.

xvii On the basis of an overall examination of the Balance Sheet of the Company, in our opinion and according to the information and explanations given to us, as at the close of the year, short-term funds aggregating Rs. 56.39 crores stand utilized for long-term investments.

xviii The Company has not made any preferential allotment of shares to parties/companies covered in the register maintained u/s 301 of the Companies Act, 1956.

xix The Company has created securities and registered the charge in respect of non-convertible debenture issued.

xx The Company has not raised any money by public issues during the year.

xxi Based on information and explanations furnished by the management, which have been relied upon by us, there were no frauds on or by the Company noticed or reported during the year.

For M. P. Chitale & Co. Chartered Accountants Firm Regn. No. 101851W

Ashutosh Pednekar Partner ICAI M. No. 041037 Mumbai May 30, 2014

53


STBALANCE SHEET AS AT 31 MARCH 2014

st stPARTICULARS Note No. 31 March 14 31 March 13 Rs. in Lacs Rs. in Lacs

i. EQUITY AND LIABILITIES

1. Shareholders' Funds

a. Share Capital 1 3,204.78 3,204.78

b. Reserves and Surplus 2 77,335.84 72,313.66

2. Non Current Liabilities

a. Long-term borrowings 3 18,567.53 14,477.18

b. Deferred Tax Liability (Net) 4 3,460.97 1,783.22

c. Other Long Term liabilities 5 2,102.62 2,102.62

d. Long term provisions 6 5,293.83 5,193.16

3. Current Liabilities

a. Short Term borrowings 7 20,035.28 14,700.41

b. Trade payables 8 14,626.83 13,785.65

c. Other current liabilities 9 9,755.53 6,905.05

d. Short-term provisions 10 1,570.70 2,973.44

TOTAL 1,55,953.91 1,37,439.17

II. ASSETS

1. Non Current Assets

a. Fixed Assets 11

(i) Tangible assets 66,122.40 52,025.43

(ii) Intangible assets 62.80 7.41

(iii) Capital Work in Progress 18,781.86 11,728.05

b. Non Current Investment 12 1,305.71 1,305.71

c. Long Term loans and advances 13 2,279.30 2,623.91

2. Current Assets

a. Inventories 14 8,932.60 9,119.02

b. Trade receivables 15 47,566.78 49,946.29

c. Cash and Bank Balances 16 1,121.28 1,122.04

d. Short term loans and advances 17 5,132.94 4,902.64

e. Other-current assets 18 4,648.24 4,658.67

TOTAL 1,55,953.91 1,37,439.17

Significant accounting policies and notes on accounts 28

As per report attached

For M.P. Chitale & Co. FOR AND ON BEHALF OF THE BOARDChartered Accountants Bijoy Kumar Pansari Ashis BhattacharyaAshutosh Pednekar Managing Director Whole Time DirectorPartner Place : Mumbai Subir Ray Haresh Vala

thDate : 30 May 2014. Chief Financial Officer Company Secretary

54

STSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2014





REVENUE

Revenue from operations 19 67,262.56 68,788.14

Other Income 20 261.40 3,972.34

Total Revenue 67,523.96 72,760.48

EXPENSES

Cost of materials consumed 21 40,565.72 43,259.95

Changes in inventories of finished goods 22 (284.99) 279.84

Manufacturing expenses 23 4,494.77 4,062.27

Employee benefit expenses 24 3,160.31 3,019.54

Finance costs 25 5,431.32 3,949.51

Depreciation and amortization expenses 11 4,097.01 3,401.24

Other expenses 26 4,013.96 4,362.48

Total Expenses 61,478.10 62,334.83

Profit Before Tax (PBT) 6,045.86 10,425.65

Tax Expenses 27

Current Tax 1,368.88 2,026.12

Deferred Tax 1,677.74 951.73

Adjustment of Earlier Years (Net) (2,022.93) (193.62)

Profit After Tax (PAT) 5,022.17 7,641.42

Earnings per equity share

Basic (Rs) 15.67 23.84

Diluted (Rs) 15.67 23.84


55





st stPARTICULARS As at 31 March 14 As at 31 March 13

Rs. in Lacs Rs. in Lacs

A Cash Flow From Operating Activities

Profit before tax 6,045.86 10,425.65

Add:

Depreciation 4,097.01 3,401.24

Reversal of Indirect tax provision no longer required - (2,764.35)

Loss on sale of Fixed Assets 1.36 -

Finance Cost 5,431.32 3,949.51

9,529.69 4,586.40

Operating Profit before working Capital Changes 15,575.55 15,012.05

Working Capital Changes

(Increase)/Decrease in Inventories 186.42 (3,630.79)

(Increase)/Decrease in Trade Receivables 2,379.51 (6,506.33)

(Increase)/Decrease in Other Current Assets 124.76 (583.22)

Increase/(Decrease) in Trade Payables & Other Liabilities 3,335.08 6,898.54

(Increase)/Decrease in Working Capital 6,025.77 (3,821.80)

Cash Generated from Operating Activities 21,601.32 11,190.25

Tax Paid (291.44) (253.29)

(291.44) (253.29)

Cash Used (-)/(+) generated for operating activities ( A ) 21,309.88 10,936.96

B Cash Flow From Investing Activities

Purchase of Fixed Assets including CWIP (Net) (25,331.47) (11,847.70)

Proceeds from sale of Fixed Assets 26.92 -

Proceeds from sale of Investments - 7,428.81

Net Cash Used in Investing Activities ( B ) (25,304.54) (4,418.89)

C Cash Flow From Financing Activities

Finance Cost (5,431.32) (3,949.51)

Dividend & Dividend Taxes paid - (749.89)

Proceeds / (Re payment) of Long term borrowings 4,090.36 6,435.50

Proceeds / (Re payment) of Short term borrowings 5,334.87 (9,679.36)

Net Cash Used in Financing Activities ( C ) 3,993.91 (7,943.26)

D Net Increase (+)/ Decrease (-) in cash and cash equivalent (0.75) (1,425.18)

( A+B+C)

Cash and Cash Equivalent Opening Balance 1,122.04 2,547.22

Cash and Cash Equivalent Closing Balance 1,121.28 1,122.04

STATEMENT OF CASH FLOW as on 31/03/2014

56

Notes to accounts. 1. Share Capital

a) Authorised, Issued, Subscribed and paid-up capital and par value per share. Authorised Share Capital

st stParticulars 31 March 14 31 March 13 Rs in Lacs Rs in Lacs

Equity Shares of Rs 10 each

(CY 11,50,00,000 shares of Rs 10 each)

(PY 11,50,00,000 shares of Rs 10 each) 11,500.00 11,500.00

Preference Shares of Rs 100 each

(CY 2,56,40,000 shares of Rs 100 each)

(PY 2,56,40,000 shares of Rs 100 each) 25,640.00 25,640.00

Total 37,140.00 37,140.00

Issued, Subscribed and paid up Capital

st stParticulars 31 March 14 31 March 13 Rs in Lacs Rs in Lacs

Equity Shares of Rs 10 each(CY 3,20,47,811 shares of Rs 10 each)(PY 3,20,47,811 shares of Rs 10 each) 3,204.78 3,204.78

Total 3,204.78 3,204.78

b) Reconciliation of number of equity shares outstanding at the beginning and at the end of the year.

st stParticulars 31 March 14 31 March 13 No. of Shares No. of Shares

Shares outstanding as at the beginning of the year 3,20,47,811 3,20,47,811

Shares outstanding as at the end of the year 3,20,47,811 3,20,47,811

c) Shares in the Company held by each shareholder holding more than 5% shares.

st st 31 March 2014 31 March 2013

Sr. Name of the Shareholders Number of Percentage Number of Percentage Shares held of Shares Shares held of Shares in the Company held in the Company held 1 Mr Sudip B Dutta 1,87,55,913 58.52 1,87,55,913 58.522 M/s Hypnos Fund Limited - - 17,75,059 5.543 M/s Emerging India Focus Funds 21,46,465 6.70 16,49,678 5.15

d) Aggregate number of Equity Shares.

Particulars 2012-13 2011-12 2010-11 2009-10 2008-09

Allotment of shares as fully paid up - - 25,59,046 - -pursuant to contracts without

payments being received in cash

Allotment of fully paid up bonus shares - - - - -

The Company has only one class of Equity Shares having par value of Rs. 10/- per shares. There is no restriction on payment of dividend and repayment of capital.

57


2. Reserves and Surplus.

st st Particulars 31 March 14 31 March 13 Rs. in Lacs Rs. in Lacs

Capital Reserve

Balance in Capital Reserve 1,175.29 1,175.29

Securities Premium Reserve

Balance in Securities Premium Reserve 45,336.81 45,336.81

Debenture Redemption Reserve

Opening Balance 4,794.00 2,900.00

Add : Transferred from Surplus 1,231.00 1,894.00

Less : Transferred to General Reserve 4,000.00 -

Closing Balance 2,025.00 4,794.00

Revaluation Reserve

Balance in Revaluation Reserve 897.59 897.59

General Reserve


Add : Transferred from Surplus - 600.00

Add : Transferred from Debenture Redemption Reserve 4,000.00 -


Surplus


Add : Net Profit for the current period 5,022.17 7,641.42

Amount available for appropriation 20,482.15 18,703.86

Proposed Dividend - 640.96

Corporate Dividend Distribution Tax thereon - 108.93

Transfer to General Reserve - 600.00

Transfer to Debenture Redemption Reserve 1,231.00 1,894.00


Total 77,335.84 72,313.66

3. Long Term Borrowings

st st Particulars 31 March 14 31 March 13 Rs in Lacs Rs in Lacs

Secured From Banks 15,564.26 10,473.21 From Others - CY 400 (PY 400) 9.65% Redeemable Non Convertible Debentures of Rs 10.00 Lacs each * 3,000.00 4,000.00

* Note : CY 100 : 9.65 % Redeemable Non Convertible Debentures of Rs 10.00 Lacs each is shown under current maturity of long term debts vide Note No. 09.

- For Vehicles 3.27 3.97 Total 18,567.53 14,477.18

58

Terms of Repayment

Sr Particulars Nature of Loan Installments Mode of Rate Nature of Month and Rs. in Lacs Repayment of Int Security Year of Maturity

1 9.65% Redeemable Normal Capital 1000.00 4 Annual Fixed First Charge on 4 Annual Non convertible Expenditure Installments Land at Installments debentures and General from Mehsana and from Corporate 29/07/2014 Fixed Assets 29/07/14 Purposes situated at Bhimpore Daman to the extent of Rs.5,000 Lacs

2 The Shamrao Vithal Term Loan 57.00 55 EMI Fixed First Charge on Nov-18 Co.op Bank Limited Plant & Machinery (Caster II and

Ancillaries ) valued at

Rs.8066 Lacs and Fixed

Assets at Goa valued at

Rs.2418 lacs

3 Axis Bank Limited Term Loan 250.00 17 EQI Fixed First Charge on Aug-18 Fixed Assets at Unit II No.57/5/2

Bhenslore Village, Daman

4 State Bank of Patiala Term Loan 416.66 11 EQI Fixed First Pari Pasu Jan-17 Charge on

Fixed Assets of the Company, WDV of Fixed Assets as on 31.03.2012 of

Rs. 552.98 Lacs

5 State Bank of India Term Loan 150.00 15 EQI Fixed First Pari Pasu Mar-21 225.00 10 EQI Charge of the 250.00 2 EQI property at Hoera unit, West Bengal and hypothecation of the movable fixed assets except Caster II

6 State Bank of Term Loan 75.00 15 EQI Fixed Sharing of charge Apr-21 Bikaner & Jaipur 112.50 10 EQI with State Bank

125.00 2 EQI of India for Hoera Property

7 HDFC Bank Limited Vehicle Loan 0.17 8 EMI Fixed Respective Nov-14 Vehicle under Loan

8 Kotak Mahindra Vehicle Loan 0.18 2 EMI Fixed Respective May-14 Prime Limited Vehicle under Loan

9 Kotak Mahindra Vehicle Loan 0.22 16 EMI Fixed Respective July-15 Prime Limited Vehicle under Loan

10 Kotak Mahindra Vehicle Loan 0.20 25 EMI Fixed Respective Apr-16 Prime Limited Vehicle under Loan

59


4. Deferred Tax Liability


Deferred Tax Liability 3,460.97 1,783.22

Total 3,460.97 1,783.22

5. Other Long term liabilities.

st stParticulars 31 March 14 31 March 13 Rs. in Lacs Rs. in Lacs

Deferred Sales Tax Liability 2,102.62 2,102.62

Total 2,102.62 2,102.62

6. Long Term Provisions


Provision for Taxes – (Net) 1,533.72 1,433.05Provision for Indirect Taxes 3,760.11 3,760.11

Total 5,293.83 5,193.16

CURRENT LIABILITIES.

7. Short Term Borrowings.


SecuredLoan from Banks - repayable on demand * 19,335.28 14,100.41UnsecuredLoan from Director - repayable on demand 700.00 600.00

Total 20,035.28 14,700.41

*Note : Cash Credit and Other facilities from the companies bankers are secured by first charges on the current assets of the Company and second charge on the entire fixed assets of the Company.

8. Trade Payables.


Trade Payable- Micro Small and Medium Enterprises 0.27 45.82- Others 14,626.56 13,739.83

Total 14,626.83 13,785.65

60

9. Other Current Liabilities.

st st Particulars 31 March 14 31 March 13

Rs in Lacs Rs in Lacs

Capital Creditors 1,273.51 75.58

Current Maturity of Long term Debts 4,724.54 5,208.51

Investor Education and Protection Fund

- Unclaimed Dividends 2.52 0.13

Other Liabilities

(Includes Statutory Dues and Other accruals) 3,754.96 1,620.83

Total 9,755.53 6,905.05

10. Short Term Provisions.


Provision for Leave Encashment 493.27 451.18Provision for Income Tax 1,074.77 1,769.64Provision for Wealth Tax 2.66 2.73Proposed Dividend - 640.96Dividend Distribution tax - 108.93 Total 1,570.70 2,973.44

11. Schedule of Fixed Assets & DepreciationRs. In Lacs

Gross Block Accumulated Depreciation Net Block

As At Additions Sales As At As At Change for Sales As At As At As Atst st st st st stDescription 1 April 13 Adjustment 31 March 14 1 April 13 the period Adjustment 31 March 14 31 March 14 31 March 13

Tangible

Factory Freehold Land 689.05 - - 689.05 - - - 689.05 689.05

Factory Leasehold Land 7.57 - - 7.57 2.63 0.23 2.86 4.69 4.94

Factory Land 292.86 86.74 - 379.60 - - - 379.60 292.86

Factory Building 5,742.31 6.10 - 5,748.41 2,198.63 191.86 - 2,390.49 3,357.92 3,543.68

Plant & Machinery 68,718.83 18,074.51 - 86,793.34 21,985.30 3,783.33 - 25,768.63 61,024.70 46,733.51

Computers/IT Equipments 404.59 8.58 - 413.17 357.13 22.81 379.94 33.23 47.46

Furniture & Fixtures 584.09 8.91 - 593.00 222.59 37.13 259.72 333.28 361.50

Vehicle 591.15 7.47 26.92 571.70 238.72 55.81 22.77 271.76 299.93 352.43

TOTAL 77,030.45 18,192.31 26.92 95,195.84 25,005.00 4,091.17 22.77 29,073.40 66,122.40 52,025.43

Intangible

Computer Software 42.43 61.23 - 103.66 35.02 5.84 - 40.86 62.80 7.41

TOTAL 42.43 61.23 - 103.66 35.02 5.84 - 40.86 62.80 7.41

TOTAL 77,072.88 18,253.54 26.92 95,299.50 25,040.02 4,097.01 22.77 29,114.26 66,185.20 52,032.84

Previous Year 68,076.86 9,026.18 30.16 77,072.88 21,649.93 3,401.24 11.14 25,040.02 52,032.84 46,426.91

61


12. Non Current Investments


Unquoted Shares of Shamrao Vithal Co.op Bank Limited 1.54 1.546,175 (PY 6,175) ordinary shares ofRs 25 each fully paid up Shares of Flex Art Foil Limited 400.00 400.002,00,00,000 (PY 2,00,00,000) ordinary shares of Rs 10each fully paid up of which 1,60,00,000 (PY 1,60,00,000)each are received by way of bonus shares

Shares of Ess Dee Aluminium PTE Limited 904.17 904.17CY 22,01,000 (PY 22,01,000) ordinary shares ofSGD 1 each fully paid up.

Total 1,305.71 1,305.71

13. Long Term Loans & Advances


Loan to Subsidiary 979.48 979.48Others 1,299.82 1,644.43 Total 2,279.30 2,623.91

CAPITAL WORK IN PROGRESS

Schedule forming part of Capital Work In Progress as on 31/03/2014Rs. in Lacs

Particulars GROSS BLOCK NET BLOCK

Opening Addition Transfer Gross Block As at as on As at As at

st st st st 1 April 13 31 March 14 31 March 14 31 March 13

Capital Work in Progress 11,728.05 24,850.07 17,796.26 18,781.86 18,781.86 11,728.05 Total 11,728.05 24,850.07 17,796.26 18,781.86 18,781.86 11,728.05 Previous Year 8,887.51 11,444.53 8,603.99 11,728.05 11,728.05 8,887.51

62

CURRENT ASSETS

14. Inventories


(At lower of cost and net realizable value)

Raw Material 5,409.30 5,907.76

Work in Progress 1,064.83 1,262.51

Finished Goods 724.07 439.08

Stores and Spares 1,548.87 1,423.28

Stock In Transit 185.53 86.39

Total 8,932.60 9,119.02

15. Trade Receivables.

st stParticulars 31 March 14 31 March 13


Outstanding for a period exceeding six months

Unsecured considered Good 1,692.49 1,767.59

Total 1,692.49 1,767.59

Other Debts.

Unsecured considered Good. 45,874.29 48,178.70

Total 45,874.29 48,178.70

Total 47,566.78 49,946.29

16. Cash and Bank Balances.


Cash & Cash EquivalentsCash on hand 6.18 10.20 Balances with Banks On current accounts 240.66 60.47 Other bank Balances In deposits with original maturity for more than 12 months 873.32 1,051.36In unclaimed dividend account 1.12 0.01 Total 1,121.28 1,122.04

1. Balance with scheduled banks include Rs 873.32 Lacs (PY Rs 1051.36 Lacs ) representing margin money for letter of credit and bank guarantees issued.

2. Section 205 of the companies Act 1956 mandates that companies transfer dividend that has been unclaimed for period of seven years from unpaid dividend account to the Investor Education and Protection Fund (IEPF), Accordingly if dividend is unclaimed for a period of seven years, it will be transferred to IEPF.

63


17. Short term loans and advances.


Unsecured considered good

Advance to Material Suppliers / Contractors 634.98 -

Loans and Advance to employee 4.14 8.23

Others and Inter Corporate deposits 4,493.82 4,894.41

Total 5,132.94 4,902.64

18. Other Current Assets.


Interest Accrued but not due 6.18 34.08

Prepaid Expenses 51.91 83.72

Deposits with government, public bodies and others 3,159.73 3,309.76

Others 1,430.42 1,231.11

Total 4,648.24 4,658.67

19. Revenue from Operations


Gross Sales 73,429.14 74,734.75Less : Excise Duty 6,166.58 5,946.61 Total 67,262.56 68,788.14

20. Other Income


Dividend 2.96 40.39Export Incentives 155.91 204.09Interest on Fixed Deposits 74.69 122.33Provision for Indirect Tax no longer required - 2,764.35Others 27.84 841.18 Total 261.40 3,972.34

21. Cost of Material Consumed


Opening Stock 8,679.94 4,769.31Add : Purchases 40,094.31 47,170.58Total 48,774.25 51,939.89Less :Closing Stock 8,208.53 8,679.94

Total 40,565.72 43,259.95

64

22. Changes in inventories of finished goods


Opening Stock of Finished Goods 439.08 718.92Closing stock of Finished Goods 724.07 439.08 (Accretion) / Decretion in Stock (284.99) 279.84

23. Manufacturing Expenses


Freight Carriage 285.79 305.37Power and Fuel 3,190.09 2,817.89Labour Charges 353.11 316.51Factory Expenses 408.17 364.96Repairs to Machinery 257.61 257.54 Total 4,494.77 4,062.27

24. Employee Benefit Expenses


Salary, Wages and Allowances 2,837.53 2,607.41Staff Welfare and other benefits 118.99 102.20Contribution to Provident & other Fund 203.79 309.93 Total 3,160.31 3,019.54

25. Finance Cost


Bank Interest 4,676.97 3,489.53Bank Commission and other Charges 754.35 459.98 Total 5,431.32 3,949.51

65


26. Other Expenses


Audit Fees 22.00 22.00Advertisements Expenses 15.02 21.17Bad Debts 33.66 445.38Carriage Outward 690.34 645.59Commission on Sales 159.17 149.02Foreign Exchange Loss 759.64 1076.59Legal & Professional Charges 425.56 298.30Rates and Taxes 106.51 102.85Rent 189.75 197.38Insurance Charges 96.45 93.60Interest on Deferred Sales Tax 204.12 183.61Postage and Telephone 51.81 57.22Conveyance and Travelling 189.38 213.20Other Expenses 1,070.55 856.57 Total ` 4,013.96 4,362.48

27. Tax Expenses


Current Tax Expenses- Current tax 1,366.22 2,022.93- Wealth tax 2.66 3.19- Deferred tax 1,677.74 951.73- Adjustment of earlier years (Net) (2,022.93) (193.62) Total 1,023.69 2,784.23

66

Note : 28 Other Disclosures. 28.01 : Significant accounting policies1. System of Accounting:

The Company follows mercantile system of accounting and recognizes income and expenditure on an accrual basis. Financial Statements are prepared under historical cost convention, in accordance with the Generally Accepted Accounting Principles in India (GAAP) and comply in all material aspects, with mandatory accounting standards as notified by the Companies (Accounting Standard) Rules 2006, (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular no. 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs). The significant accounting policies followed by the Company are set out below. Management has made certain estimates and assumptions in conformity with the GAAP in the preparation of these financial statements, which are reflected in the preparation of these financial statements. The difference between actual results and estimates are recognized in the period in which the results are known.

2. Revenue Recognition:

a. Revenue is recognized to the extent it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

b. Domestic sales are accounted on despatch of products to customers and export sales are accounted on the basis of dates of bill of lading. Sales are disclosed net of sales tax, discounts and returns, as applicable.

c. Export incentives / interest income and income on investments are accounted on accrual basis.

3. Fixed Assets, Capital Work-in-Progress and Depreciation:

a. Fixed Assets: Fixed assets are stated at cost of acquisition or construction less depreciation. Cost comprises the purchase price

and other attributable costs, including interest and finance costs incurred till the asset is commissioned. b. Capital Work-in-Progress: Capital work-in-progress includes the cost of fixed assets that are not ready for their intended use and is stated upto

the amount expended till the date of balance sheet.

c. Depreciation: Depreciation is provided on the straight line method at the rates and in manner laid down in Schedule XIV to the

Companies Act, 1956. Leasehold Land is amortized over the period of lease. Software is amortised over five years on straight line basis

4. Inventories:

Inventories are valued at the lower of cost and net realizable value. Cost of inventories comprise all costs of purchase, cost of conversion and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on Weighted Average method .

5. Taxation

Income tax comprises current tax and deferred tax charge or release. The deferred tax charge or credit is recognized using current tax rates. Deferred tax assets are recognized only to the extent there is reasonable certainty of realization in future. Such assets are reviewed as at each Balance Sheet date to reassess realization.

6. Foreign Exchange Transactions:

Transactions in foreign currency are recorded at exchange rates prevailing on the dates of respective transactions. The difference in translation and realized gains and losses on foreign exchange transactions are recognized in the Profit and Loss Account.

7. Employee Benefits:

Short-term employee benefits (i.e. benefits payable within one year) are recognized in the period in which the employee service is rendered.

67


Year's accrued liability on account of leave encashment benefit (only for employees of erstwhile India Foils Ltd (IFL)) payable to employees under defined benefit plan is ascertained on the basis of actuarial valuation made on the Balance Sheet date and provided in the accounts. Gratuity is considered accrued and accounted for as per actuarial valuation done by SBI Life Insurance Company Ltd. under the Group Gratuity scheme and leave encashment is accounted for as per actuarial valuation done by an actuary.

Contributions towards provident funds are recognized as expense.

Contribution to Provident Fund in respect of certain employees of erstwhile IFL is made to the Trusts administered by the Company, and in respect of other employees is made to the office of the Employees' Provident Fund Commissioner, under Employees' Provident Funds and Miscellaneous Provisions Act, 1952. The interest rate payable to the members of the Trusts administered by the Company is not lower than the rate of interest declared annually by the Central Government under Employees' Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall, if any, is made good by the Company.

Year's accrued liability on account of Pension Scheme for certain employees of erstwhile IFL under defined benefit plan upto 31st December, 2000 is ascertained and provided for on the basis of actuarial valuation made on the Balance Sheet date. The said Pension Scheme was amended from defined benefit plan to defined contribution plan effective 1st January 2001 and the benefits under the defined benefit plan were frozen as on 31st December 2000. Year's accrued liability in respect of the aforesaid defined contribution plan is ascertained as per the Company's policy and charged as expense for the year.

8. Borrowing Cost

Borrowing costs that are attributable to the acquisition or construction of a qualifying assets are capitalized as part of cost of such assets till such time as the assets is ready for its intended use. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use. All other borrowing costs are recognized as expenses in the period in which they are incurred.

9. Financial Derivatives Hedging Transactions.

In respect of derivatives contracts, premium paid and gains / losses on settlement are recognized in the Profit and Loss account.

10. Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

11. Impairment of Assets

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal \ external factors. An impairment loss will be recognized wherever the carrying amount of an asset exceeds its recoverable amount. A previously recognized impairment loss if further provided or reversed depending on changes in circumstances.

12. Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

13. Leases

Operating lease payments are recognized as expenses on a straight line basis over the term of lease.

68

28.02 Contingent Liabilities

Particulars 31st March, 2014 31st March, 2013 Rs. In Lacs Rs. In Lacs

Contingent Liabilitya) Claims against the Company not acknowledge as debt 1947.95 837.28b) Guarantees – - given for bank loans taken by its subsidiaries 4502.99 3,184.35 - Others 275.45 180.47 Total 6726.39 4,202.10

The Company was subject to search u/s 132 of The Income Tax Act, 1961 in the month of March 2014. The Tax Department is in the process of assessing the impact of the said search and has not raised any demand on the company till date.

28.03 Suppliers/service providers covered under Micro, Small and Medium Enterprises (MSME) Development Act, 2006 have been determined to the extent such parties have been identified on the basis of information available with the Company. The disclosure relating to Micro and Small Enterprises as at 31st March 2014 are as under.

Rs. in Lacs

Description 31st March, 31st March, 2014 2013

1 The Principal amount remaining unpaid to supplier as at the end of accounting year 0.27 45.82

2 The Interest due thereon remaining unpaid to supplier as at the end of the year Nil Nil

3. The amount of interest paid in terms of Sec 16 along with the amount of Nil Nil payment made to the supplier beyond the appointment day during the year

4. The amount of interest due and payable for the period of delay in making payment Nil Nil (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this act

5. The amount of interest accrued during the year and remaining unpaid at the end Nil Nil of the accounting year

28.04 Payment to Auditors

Particulars 31st March, 2014 31st March, 2013 Rs. In Lacs Rs. In Lacs

Audit Fees 22.00 22.00Tax Audit Fees 4.80 4.80Other Services and Certification Fees 18.37 5.51

TOTAL 45.17 32.31

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28.05 Employee Benefit Plans ( Accounting Standard – 15)

Particulars Gratuity Pension Frozen as on Leavest 31 December 2000 Encashment

Funded Funded Unfunded

Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in LacsUNITS IN WEST BENGAL 31/03/2014 31/03/2013 31/03/2014 31/03/2013 31/03/2014 31/03/2013

The major categories of plan assetsas a percentage of total plan

Qualifying Insurance Policy

Changes in the present value of the obligation1 Present Value of obligation 01.04.13 276.00 222.20 21.12 19.90 63.95 59.822 Interest Cost 24.02 17.37 1.85 1.54 5.05 4.273 Current Service Cost 23.21 20.14 - - 13.50 7.464 Past Service Cost - - - - - -5 Benefits Paid 2.96 10.08 - 1.24 12.47 12.736 Actuarial (gain ) / loss on Obligation 23.62 26.36 (1.35) 0.91 6.35 5.117 Present Value of obligation 31.03.14 343.89 276.00 21.62 21.12 76.38 63.94

Changes in the Fair Value Of Assets 1 Fair value of plan Assets 01.04.13 186.68 172.52 3.62 4.56 - -2 Expected Return on Plan assets 12.60 13.80 0.24 0.36 - -3 Contribution 2.96 10.08 - - - -4 Benefits Paid 2.96 10.08 - 1.24 - -5 Actuarial gain / (Loss) on Plan Assets - 0.35 - (0.06) - -6 Fair value of plan Assets 31.03.14 199.28 186.68 3.87 3.62 - -

Reconciliation of the present valueof the defined benefit obligation & the fairmarket value of plan assets1 Present Value of obligation at the 343.89 276.00 21.62 21.12 76.38 63.94 end of the year 2 Fair value of plan Assets at the 199.28 186.68 3.87 3.62 76.38 63.94 end of the year 3 Assets / (Liabilities ) recognized in the (144.61) (89.32) (17.75) (17.50) - - balance sheet

Profit & Loss Expenses 1 Current Service Cost 23.21 20.14 - - 13.50 7.462 Interest Cost 24.02 17.37 1.85 1.54 5.05 4.273 Expected Return on Plan assets 12.60 13.80 0.24 0.36 - -4 Net Actuarial gain / (loss ) recognized in the year 23.62 26.01 (1.35) 0.98 6.35 (5.11)5 Past Service Cost - - - - - -6 Expected Recognized in the statement of P&L 58.25 49.73 0.25 2.15 24.90 (16.85)

Actuarial Assumptions 1 Discount Rate 8.75% 8.00% 8.75% 8.00% 8.75% 8.00%2 Expected Rate of salary Increase 7.00% 6.00% 7.00% 6.00% 7.00% 6.00%3 Expected Rate of Return on Plan Assets 6.75% 8.00% 6.75% 8.00% - -4 Method Used Projected Projected Projected Projected Projected Projected Unit Unit Unit Unit Unit Unit Credit Credit Credit Credit Credit Credit Method Method Method Method Method Method5 Remaining working life of employees (in years) 18.15 17.20 8.00 9.00 18.15 17.20

70

For Daman and Goa Unit

Particulars Gratuity Leave Encashment

Funded Unfunded

Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in Lacs

31/03/2014 31/03/2013 31/03/2014 31/03/2013

The major categories of plan assets as apercentage of total plan


Changes in the present value of the obligation 1 Present Value of obligation 01.04.13 94.58 66.36 16.38 9.142 Interest Cost 7.05 5.07 1.28 0.693 Current Service Cost 24.30 24.22 4.09 2.44 Past Service Cost - - - - 5 Benefits Paid 12.85 (5.88) (2.78) (2.78)6 Actuarial (gain ) / loss on Obligation (19.21) 4.80 2.19 6.917 Present Value of obligation 31.03.14 93.88 94.58 21.15 16.37

Changes in the Fair Value Of Assets 1 Fair value of plan Assets 01.04.13 94.93 92.67 - - 2 Expected Return on Plan assets 8.54 7.17 - - 3 Contribution 31.99 - - - 4 Benefits Paid 12.85 5.88 - - 5 Actuarial gain / (Loss) on Plan Assets 2.27 0.96 - - 6 Fair value of plan Assets 31.03.14 124.89 94.93 - -

Profit & Loss Expenses 1 Current Service Cost 24.30 24.22 4.09 2.42 Interest Cost 7.05 5.07 1.28 0.693 Expected Return on Plan assets 8.54 7.17 - - 4 Net Actuarial gain / (loss ) recognized in the year (21.47) - 2.19 6.91 5 Past Service Cost - - - - 6 Expected Recognized in the statement of P & L 1.33 25.95 4.78 7.23

Actuarial Assumptions 1 Discount Rate 8.00% 8.00% 8.00% 7.75%2 Expected Rate of salary Increase 9.00% 8.00% 6.50% 6.50%3 Expected Return on Assets 9.00% 9.00% 6.50% 6.50%4 Attrition Rate 12.00% 4.00% 5 Mortality Post-retirement Ultimate Ultimate Ultimate Ultimate

Gratuity 31.03.2014 31.03.2013 31.03.2012 31.03.2011 31.03.2010

Defined Benefit Obligation 93.88 94.58 66.36 53.06 55.55

Plan Asset 124.89 94.93 92.67 72.23 64.31

Surplus / Deficits 31.01 0.34 26.30 19.16 8.75

Experience Adjustment on Plan Liabilities (19.21) 0.07 0.55 (8.83) -

Experience Adjustment on Plan Assets 1.32 (0.96) 0.70 (0.12) -

71


28.06 Segment Information ( Accounting Standard – 17)

The Company's entire activity is of advanced packaging solutions. As such there is only one segment viz; advanced packaging solutions, accordingly, no disclosure is required to be made under AS 17, segment reporting.

28.07 Related Party Disclosures (Accounting Standard – 18)

List of Related Parties and Relationship with whom transactions during the year 2013-14

Sr. Particulars Particulars

A Subsidiaries Flex Art Foil Limited Ess Dee Aluminium PTE Limited

B Key Management Personnel Mr. Sudip Dutta - Chairman Mr. Bijoy Kumar Pansari Mr. Rajib Mukhopadhyay resigned on 21/08/2012 Mr. Ashis Bhattacharya Ms. Vinaya Desai

C Relative of Key Management Personnel Ms. Aarti Dutta

D Enterprises over which key management Vyoma Investment & Finance Co Pvt Ltd Personnel and their relatives are able Ess Dee Eco Energy Private Limited to exercise significant influence Ess Dee Clean Coal Technologies Pvt Ltd Ess Dee Infraventure Pvt Limited

The following transactions were carried out with the related parties in the ordinary course of business. Rs in Lacs

Nature of Transaction Subsidiaries Key Relative of

Management Key Management

Personnel Personnel

Sale of Material / Finished Goods

Flex Art Foil Limited 10,140.44 - -

(PY9,821.30) - -

Total 10,140.44 - -

(PY 9,821.30) - -

Purchase of Material / Finished Goods

Flex Art Foil Limited 733.13 - -

(PY 664.43) - -

Total 733.13 - -

(PY 664.43) - -

Rent Paid

Mr. Sudip Dutta - 140.88 -

- (PY 140.88) -

Ms. Aarti Dutta - - 24.00

- - (PY 24.00)

Total - 140.88 24.00

- (PY 140.88) (PY 24.00)

72

Salary

Mr. Rajib Mukhopadhyay - - - - (PY10.55) -Mr. Bijoy Kumar Pansari - 84.00 - - (PY 84.00) -Mr. Ashis Bhattacharya - 47.90 - - (PY 5.62) -Ms. Vinaya Desai - 16.77 - - (PY 1.77) -

Total - 148.67 - - (PY 101.94) -

Investments as on 31-03-2014

Flex Art Foil Limited 400.00 - - (PY 400.00) - -Ess Dee Aluminium Pte Ltd 904.17 - - (PY 904.17) - -

Total 1,304.17 - - (PY 1,304.17) - -

Credit Balances as on 31.03.2014 Mr. Sudip Dutta - 777.63 - - (PY 612.74) -

Mr. Bijoy Kumar Pansari - 4.94 - - (PY 4.63) -

Mr. Ashis Bhattacharya - 2.14 - - (PY 1.99) -

Ms. Vinaya Desai - 0.89 - - (PY 0.83) -

Ms. Aarti Dutta - - 15.46 - - (PY 0.00)

Total - 785.60 15.46 - (PY 620.19) (PY 0.00)

Debit Balance as on 31.03.2014

Flex Art Foil Limited 4,811.25 - - (PY 4,212.72) - -

Ess Dee Aluminium PTE Limited 979.48 - - (PY 979.48) - -

Mr. Sudip Dutta - 900.00 - - (PY 900.00) - Total 5,790.73 900.00 - (PY 5,192.20) (PY 900.00) -

73


28.08 Leases (Accounting Standard – 19)

Operating Lease

The Company has leased facilities under non cancelable operating leases. The future lease payments in respect of these leases as at 31st March 2014 and 31st March 2013 are Minimum Lease payments

Rs. In Lacs


A Not later than one year 0.30 0.30

B Later than one year but not later than five years 1.20 1.20

C Later than five years. 3.19 3.49

28.09 Earnings per Share (EPS) : (Accounting Standard – 20)

st stParticulars 31 March 2014 31 March 2013 Basic and Diluted Basic and Diluted

EarningsNet profit / (Loss) for the period ( Rs. in Lacs) 5,022.17 7,641.42 Shares Number of shares at the beginning of the period 3,20,47,811 3,20,47,811Add : Shares issued during the period - -Total number of equity shares outstanding at the end of 3,20,47,811 3,20,47,811the period Weighted average number of equity shares 3,20,47,811 3,20,47,811outstanding during the period - Basic and Diluted Earnings per share of par value Rs 10 /– 15.67 23.84Basic and diluted (Rs)

28.10 Deferred Tax Assets and Liabilities (Accounting Standard – 22) Deferred Tax Liability / (Asset) at the year end comprise timing differences on account of :

Rs. In Lacs

st stDeferred Tax Liability / (Assets) 31 March 2014 31 March 2013

Net Deferred Tax Liability / (Assets) Related to 3,460.97 1,783.22Fixed Assets Total 3,460.97 1,783.22

In the previous financial year 2012-13, pursuant to the order of Honorable BIFR in the matter of rehabilitation of erstwhile India Foils Limited, the CBDT has vide its order dated 21/01/2013 granted relief to the company under section 115JB of the Income Tax Act 1961. Accordingly the Company has reversed the tax provisions of Rs.7123.00 lacs and deferred tax of Rs. 6929.38 lacs for the financial years 2009-10, 2010-11 & 2011-12.

74

28.12 Hedging and Derivatives :st The Following are the outstanding forward exchange contracts entered into by the Company as at 31 March 2014

Category Currency Cross Currency Amount in USD Buy / Sell Purpose (In Lacs) Forward Contract USD INR CY 31.30 Sell Hedging (PY Nil)

Unhedged Foreign currency exposure The Company has the following un-hedged exposure in foreign currency at the year ended March 14.

stParticulars 31 March 2014

USD EURO GBP JPY CHF Rs. in Lacs Sundry Debtors 984628.83 0 0 0 0 608.98

Sundry Creditors 8204079.00 373336.84 0 0 0 5372.89

Advance received from 13173.52 109595.18 0 0 0 96.44

Customers

Advance paid to Creditors 0 0 0 0 0 0

The Company has the following un-hedged exposure in foreign currency at the year ended March 13.


USD EURO GBP JPY CHF Rs. in Lacs

Sundry Debtors 1211877.54 40238.79 - - - 645.13

Sundry Creditors 15492637.66 199340.97 - - 697.24 8258.60

Advance received from 12288.43 1492.49 - - - 6.53

Customers

Advance paid to Creditors - - - - - -

28.11 Foreign Currency earnings and outgoings. Rs in Lacs

st st 31 March 14 31 March 13

A Value of Imports calculated on CIF Basis Raw Materials 9,362.63 12,415.03B Earnings in Foreign Exchange: FOB Value of Exports 5,247.30 5,291.67C Expenditure in Foreign Currency: Travelling 7.00 29.68 Export Commission 71.02 43.17 Royalty 4.25 - Stores & Manufacturing 57.42 32.28 Repairs & Maintenance Machinery 19.79 -

75


28.13 Information on Raw Material Consumed, Opening Stock of Finished Goods, Stock of Finished Goods and Net Sales :

a) Raw Material ConsumedRs. In Lacs

No. Particulars Amount 1 Aluminium Ingot & Foil 29,170.11 (PY 30,428.86)

2 PVC Resin 2,160.44

(PY 2,092.35)

3 Others 9,235.16

(PY 10,738.74)

Total 40,565.71

(PY 43,259.95)

b) Net Sales, Opening Inventory and Closing Inventory Rs. In Lacs

28.14 Previous year figures have been accordingly re-grouped and reclassified.




No. Particulars Net Sales Opening Closing Inventory Inventory

1 Aluminium Packaging 59,706.21 419.30 666.19

(PY 63,539.09) (PY 691.94) (PY419.30)

2 PVC Packaging 4,176.20 19.78 57.88

(PY 5,249.05) (PY 26.98) (PY 19.78)

3 Others 3,380.15 -- --

(PY NIL) -- --

Total 67,262.56 439.08 724.07

(PY 68,788.14) (PY 718.92) (PY439.08)

76

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors of Ess Dee Aluminium Limited

Report on the Consolidated Financial Statements 1 We have examined the attached Consolidated Balance Sheet of Ess Dee Aluminium Limited and its subsidiaries

(collectively referred to as 'the Group') as at March 31, 2014, the consolidated statement of Profit and Loss and the consolidated Cash Flow Statement for the year ended from April 1, 2013 to March 31, 2014 and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the Financial Statements2 Management is responsible for the preparation of these financial statements that give a true and fair view of the financial

position, financial performance and cash flows of the Company in accordance with the Accounting Standards 21- Consolidated Financial Statements notified under the Companies (Accounting Standards) Rules, 2006 which as per a clarification issued by the Ministry of Corporate Affairs continue to apply under section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility 3 Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted

our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4 An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstance but not for the purpose of expressing an opinion on the effectiveness of the existing internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

5 We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion6 In our opinion and to the best of our information and according to the explanations given to us, and on consideration of the

audit report on the separate audited financial statements of one subsidiary company and the unaudited financial statements of the other subsidiary, the attached Consolidated Financial Statements, read with the Notes thereon give a true and fair view in conformity with accounting principles generally accepted in India:-• in case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2014.• in case of the Consolidated Statement of Profit and Loss, of the profit of the Group for the year ended on that date .• in case of the Consolidated Statement of Cash Flow, of the cash flows of the Group for the year ended on that date.

Other Matters7 We did not audit the financial statements of one subsidiary of the Company, Ess Dee Aluminium Pte Ltd, included in the

consolidated financial results, whose financial statements reflect total assets of Rs. 1,495.67 lakhs as at March 31, 2014 and as well as total revenue of Rs. 495.46 lakhs for the year then ended. These financial statements and other financial information certified by the management are, as informed, in the process of being audited by other auditors and have been consolidated on unaudited basis. Our opinion on the financial results to the extent they have been derived from such financial statements is based solely on unaudited management certified financial statements.

For M P Chitale & Co.Chartered AccountantsFirm Regn No. 101851W

Ashutosh PednekarPartnerICAI M. No. 041037Place : MumbaiDate : May 30, 2014

77


STCONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2014


I. EQUITY AND LIABILITIES

1. Shareholders’ Funds

a. Share Capital 1 3,204.78 3,204.78

b. Reserves and Surplus 2 84,456.96 79,300.50

2. Non Current Liabilities

a. Long-term borrowings 3 19,715.56 15,751.20

b. Deferred Tax Liabilities (Net) 4 3,753.07 2,008.59

c. Other Long Term liabilities 5 2,102.62 2,102.62

d. Long term provisions 6 5,293.83 5,193.16

3. Current Liabilities

a. Short Term borrowings 7 22,520.88 17,533.97

b. Trade payables 8 12,111.55 9,111.69

c. Other current liabilities 9 10,601.43 7,515.43

d. Short-term provisions 10 1,693.83 3,036.11

TOTAL 1,65,454.51 1,44,758.05

II. ASSETS

1. Non Current Assets

a. Fixed Assets 11

(i) Tangible assets 70,836.11 56,975.62

(ii) Intangible assets 62.80 7.41

(iii) Capital Work in Progress 18,781.86 11,728.05

b. Non Current Investment 12 2.07 2.07

c. Long Term loans and advances 13 1,442.18 1,789.80

d. Other non-current assets 14 70.83 56.14

2. Current Assets

a. Inventories 15 11,900.47 12,159.17

b. Trade receivables 16 49,503.83 49,347.99

c. Cash and Bank Balances 17 1,430.54 1,410.80

d. Short term loans and advances 18 5,351.35 5,151.63

e. Other-current assets 19 6,072.47 6,129.37

TOTAL 1,65,454.51 1,44,758.05





78


REVENUE I Revenue from operations 20 71,936.42 71,892.20 II Other Income 21 335.05 4,058.33 Total Revenue 72,271.47 75,950.53 EXPENSES III Cost of materials consumed 22 41,986.53 43,212.00 IV Changes in inventories of finished goods 23 (337.88) 292.18 V Manufacturing expenses 24 4,841.35 4,352.72 VI Employee benefit expenses 25 4,515.47 4,738.09 VII Finance costs 26 6,011.40 4,452.14 VIII Depreciation and amortization expenses 11 4,337.16 3,613.04 IX Other expenses 27 4,488.64 4,868.28 Total Expenses 65,842.67 65,528.45 Profit Before Tax (PBT) 6,428.80 10,422.08 Tax Expenses 28 Current Tax 1,619.99 2,241.72 Deferred Tax 1,744.48 1,030.73 Adjustment of Earlier Years (Net) (2,022.93) (193.62)Profit After Tax (PAT) 5,087.26 7,343.25 Earnings per equity share Basic (Rs) 15.87 22.91 Diluted (Rs) 15.87 22.91


STCONOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2014




79


STATEMENT OF CONSOLIDATED CASH FLOW FOR THE YEAR ENDED 31/03/2014Rs. in Lacs

st stPATICULARS As at 31 March 14 As at 31 March 13


A Cash Flow From Operating Activities

Profits before tax 6,428.80 10,422.08

Extraordinary Items

Add:

Depreciation 4,337.16 3,613.04

Reversal of Indirect tax provision no longer required - (2,764.35)

Loss on sale of Fixed Assets 1.36 -

Finance Cost 6,011.39 4,452.14

10,349.91 5,300.83

Operating Profit before working Capital Changes 16,778.71 15,722.91

Working Capital Changes

(Increase)/Decrease in Inventories 258.69 (3,968.24)

(Increase)/Decrease in Trade Receivables (155.83) (8,086.47)

(Increase)/Decrease in Other Current Assets 190.12 (419.74)

Increase/(Decrease) in Trade Payables & Other Liabilities 5,685.85 7,245.45

(Increase)/Decrease in Working Capital 5,978.83 (5,229.00)

Cash Generated from Operating Activities 22,757.54 10,493.91

Tax Paid (438.66) (411.61)

(438.66) (411.61)

Cash Used (-)/(+) generated for operating activities ( A ) 22,318.88 10,082.30

B Cash Flow From Investing Activities

Purchase of Fixed Assets including CWIP (Net) (25,335.12) (12,102.61)

Proceeds from sale of Fixed Assets 26.92 -

Proceeds from sale of Investments - 7,428.82

Capital and Foreign fluctuation reserve on consolidation 69.17 52.74

Net Cash Used in Investing Activities ( B ) (25,239.03) (4,621.05)

C Cash Flow From Financing Activities

Finance Cost (6,011.39) (4,452.14)

Dividend & Dividend Taxes paid - (749.89)

Proceeds / (Re payment) of Long term borrowings 3,964.35 7,199.92

Proceeds / (Re payment) of Short term borrowings 4,986.91 (9,035.53)

Net Cash Used in Financing Activities ( C ) 2,939.87 (7,037.64)

D Net Increase (+)/ Decrease (-) in cash & cash equivalent 19.74 (1,576.39)

( A+B+C)

Cash and Cash Equivalent Opening Balance 1,410.80 2,987.19

Cash and Cash Equivalent Closing Balance 1,430.54 1,410.80




80

Notes to accounts. 1. Share Capital a) Authorised, Issued, Subscribed and paid-up capital and par value per share.

Authorised Share Capital


Equity Shares of Rs 10 each(CY 11,50,00,000 shares of Rs 10 each)(PY 11,50,00,000 shares of Rs 10 each) 11,500.00 11,500.00

Preference Shares of Rs 100 each(CY 2,56,40,000 shares of Rs 100 each)(PY 2,56,40,000 shares of Rs 100 each) 25,640.00 25,640.00

Total 37,140.00 37,140.00

Issued, Subscribed and paid up Capital

st stParticulars 31 March 14 31 March 13 Rs. in Lacs Rs. in Lacs Equity Shares of Rs 10 each(CY 3,20,47,811 shares of Rs 10 each)(PY 3,20,47,811 shares of Rs 10 each) 3,204.78 3,204.78

Total 3,204.78 3,204.78

b) Reconciliation of number of equity shares outstanding at the beginning and at the end of the year.

st stParticulars 31 March 14 31 March 13 No. of Shares No. of Shares

Shares outstanding as at the beginning of the year 3,20,47,811 3,20,47,811 Total 3,20,47,811 3,20,47,811 Shares outstanding as at the end of the year 3,20,47,811 3,20,47,811

c) Shares in the company held by each shareholder holding more than 5% shares.

st stSr. Name of the Shareholders 31 March 2014 31 March 2013

Number of Shares Percentage of Number of Shares Percentage of held in the Shares held. held in the Shares held. company company

1 Mr Sudip B Dutta 1,87,55,913 58.52 1,87,55,913 58.52

2 M/s Hypnos Fund Limited - - 17,75,059 5.54

3 M/s Emerging India Focus Funds 21,46,465 6.70 16,49,678 5.15

81


d) Aggregate number of Equity Shares.

Particulars 2012-13 2011-12 2010-11 2009-2010 2008-2009 Allotment of shares as fully paid up pursuant tocontracts without payments being received in cash - - 25,59,046 - - Allotment of fully paid up bonus shares - - - - -

The Company has only one class of Equity shares having par value of Rs. 10/- per share. There is no restriction on payment of dividend and repayment of Capital.

2. Reserves and Surplus.


Capital Reserve 1,331.19 1,331.19

Capital Reserve on Consolidation 1,918.02 1,666.54

Foreign Currency Translation Reserve (206.23) (23.66)

Securities Premium Reserve 45,336.81 45,336.81

Revaluation Reserve 897.59 897.59

Debenture Redemption Reserve


Add : Transferred from Surplus. 1,231.00 1,894.00

Less : Transferred to General Reserve 4,000.00 -

Total 2,025.00 4,794.00

General Reserve


Add : Transferred from surplus. - 600.00

Add : Transferred from Debenture Redemption Reserve 4,000.00 -

Total 8,650.00 4,650.00

Surplus


Add : Net Profit for the current period 5,087.26 7,343.25

Add : Prior Period Item 0.29 -

Amount available for appropriation 25,735.58 23,891.92

Proposed Dividend - 640.96

Corporate Dividend Distribution Tax thereon - 108.93

Transfer to General Reserve - 600.00

Transfer to Debenture Redemption Reserve 1,231.00 1,894.00

Total 24,504.58 20,648.03

Total 84,456.96 79,300.50

82

Terms of Repayment

Sr Particulars Nature of Loan Installments Mode of Rate Nature of Month and Rs. in Lacs Repayment of Int Security Year of Maturity

1 9.65% Redeemable Normal Capital 1000.00 4 Annual Fixed First Charge on 4 Annual Non convertible Expenditure Installments Land at Installments debentures and General from Mehsana and from Corporate 29/07/2014 Fixed Assets 29/07/14 Purposes situated at Bhimpore, Daman to the extent of Rs.5,000 Lacs

2 The Shamrao Vithal Term Loan 57.00 55 EMI Fixed First Charge on Nov-18 Co.op Bank Limited Plant & Machinery (Caster II and

Ancillaries ) valued at

Rs.8066 Lacs and Fixed

Assets at Goa valued at

Rs.2418 lacs

3 The Shamrao Vithal Term Loan 21.52 34 EMI Fixed First Charge on Jan-17 Co.op Bank Limited Land & Fixed Assets situated at Bengaluru as per sanctioned letter

4 Axis Bank Limited Term Loan 250.00 17 EQI Fixed First Charge on Aug-18 Fixed Assets at Unit II No.57/5/2

Bhenslore Village, Daman

3. Long Term Borrowings


Secured From Banks 16,622.19 11,636.12 From Others - CY 400 (PY 400) 9.65% Redeemable Non Convertible Debentures of Rs 10.00 Lacs each * 3,000.00 4,000.00

* Note : CY 100 : 9.65 % Redeemable Non Convertible Debentures of Rs 10.00 Lacs each is shown under current maturity of long term debts vide Note No. 09.

- For Vehicles 93.37 115.08 Total 19,715.56 15,751.20

83


5 State Bank of Patiala Term Loan 416.66 11 EQI Fixed First Pari Pasu Jan-17 Charge on

Fixed Assets of the Company, WDV of Fixed Assets as on 31.03.2012 of

Rs. 552.98 Lacs

6 State Bank of India Term Loan 150.00 15 EQI Fixed First Pari Pasu Mar-21 225.00 10 EQI Charge of the 250.00 2 EQI property at Hoera unit, West Bengal and hypothecation of the movable fixed assets except Caster II

7 State Bank of Term Loan 75.00 15 EQI Fixed Sharing of charge Apr-21 Bikaner & Jaipur 112.50 10 EQI with State Bank

125.00 2 EQI of India for Hoera Property

8 HDFC Bank Limited Vehicle Loan 0.17 8 EMI Fixed Respective Nov-14 Vehicle under Loan

9 Kotak Mahindra Prime Vehicle Loan 0.18 2 EMI Fixed Respective May-14 Limited Vehicle under Loan

10 Kotak Mahindra Prime Vehicle Loan 0.22 16 EMI Fixed Respective July-15 Limited Vehicle under Loan

11 Kotak Mahindra Prime Vehicle Loan 0.20 25 EMI Fixed Respective Apr-16 Limited Vehicle under Loan

12 May Bank Vehicle Loan 0.83 94 EMI Fixed Respective Jan-22 Vehicle under Loan

13 May Bank Vehicle Loan 1.33 28 EMI Fixed Respective Jul-16 Vehicle

under Loan

4. Deferred Tax Liabilities (Net)


Deferred Tax Liability - Relating to Fixed Assets 3,753.07 2,008.59

Total 3,753.07 2,008.59

5. Other Long term liabilities.


Deferred Sales Tax Liability 2,102.62 2,102.62

Total 2,102.62 2,102.62

84

6. Long Term Provisions


Provision for Taxes – (Net) 1,533.72 1,433.05Provision for Indirect Taxes 3,760.11 3,760.11

Total 5,293.83 5,193.160

CURRENT LIABILITIES.

7. Short Term Borrowings.


Secured Loan repayable on demand from Banks * 21,820.88 16,933.97Unsecured Loan from Director –Repayable on Demand 700.00 600.00

Total 22,520.88 17,533.97

*Note : Cash Credit and Other facilities from the companies bankers are secured by first charges on the current assets of the Company and second charge on the entire fixed assets of the Company.

8. Trade Payables.


Trade Payable - Micro Small and Medium Enterprises 0.27 48.58 - Others 12,111.28 9,063.11

Total 12,111.55 9,111.69

9. Other Current Liabilities


Capital Creditors 1,300.28 103.32Current Maturity of Long term debts 5,017.94 5,487.18Investor Education and Protection Fund - Unclaimed Dividends 2.52 0.13Other Liabilities(Includes Statutory Dues and Other Accruals) 4,280.69 1,924.80

Total 10,601.43 7,515.43

85


10. Short Term Provisions


Provision for Employee benefits. 498.57 456.58Provision for Income Tax 1,192.60 1,826.91Provision for Wealth Tax 2.66 2.73Proposed Dividend - 640.96Dividend Distribution Tax - 108.93 Total 1,693.83 3,036.11

11. Schedule of Fixed Assets & DepreciationRs. In Lacs

Gross Block Accumulated Depreciation Net Block

As At Additions Sales As At As At Change for Sales As At As At As Atst st st st st stDescription 1 April 13 Adjustment 31 March 14 1 April 13 the period Adjustment 31 March 14 31 March 14 31 March 13

Tangible

Factory Freehold Land 905.05 - - 905.05 - - - - 905.05 905.05

Factory Leasehold Land 457.45 - - 457.45 36.34 5.47 - 41.81 415.64 421.11

Factory Land 292.86 86.74 - 379.60 - - - 379.60 292.86

Factory Building 6,969.65 6.38 - 6,976.03 2,335.39 232.86 - 2,568.25 4,407.78 4,634.26

Plant & Machinery 72,010.19 18,077.13 8.74 90,078.58 22,353.53 3,939.31 2.25 26,290.59 63,787.99 49,656.66

Computers/IT Equipments 429.83 10.59 - 440.42 375.51 25.82 - 401.33 39.09 54.32

Furniture & Fixtures 762.02 14.13 - 776.15 272.68 48.58 - 321.26 454.89 489.34

Vehicle 813.63 7.47 26.92 794.18 291.60 79.28 22.77 348.10 446.07 522.02

TOTAL 82,640.68 18,202.44 35.66 100,807.46 25,665.05 4,331.32 25.02 29,971.34 70,836.11 56,975.62

Intangible

Computer Software 49.53 61.23 - 110.76 42.13 5.84 - 47.97 62.80 7.41

TOTAL 49.53 61.23 - 110.76 42.13 5.84 - 47.97 62.80 7.41

TOTAL 82,690.21 18,263.67 35.66 100,918.22 25,707.18 4,337.16 25.02 30,019.31 70,898.91 56,983.03

Previous Year 73,047.07 9,951.63 308.49 82,690.21 22,111.33 3,613.04 17.19 25,707.18 56,983.03 50,935.74

CAPITAL WORK IN PROGRESS

Schedule forming part of Capital Work In Progress as on 31/03/2014Rs. in Lacs

Particulars GROSS BLOCK NET BLOCK

Opening Addition Transfer Gross Block As at as on As at As at

st st st st 1 April 13 31 March 14 31 March 14 31 March 13

Capital Work in Progress 11,728.05 24,850.07 17,796.26 18,781.86 18,781.86 11,728.05 Total 11,728.05 24,850.07 17,796.26 18,781.86 18,781.86 11,728.05 Previous Year 9,285.77 11,444.53 9,002.25 11,728.05 11,728.05 9,285.77

86

12. Non Current Investments


Unquoted Shares of Shamrao Vithal Co.op Bank Limited8,275 (PY 8,275) ordinary shares of Rs 25 each fully paid up 2.07 2.07

Total 2.07 2.07

13. Long Term Loans & Advances

st stParticulars 31 March 14 31 March 13 Rs. in Lacs Rs. in Lacs Others 1,442.18 1,789.80 Total 1,442.18 1,789.80

14. Other Non Current Assets

st stParticulars 31 March 14 31 March 13 Rs. in Lacs Rs. in Lacs Advance Payment of Taxes (Net) 70.83 56.14

Total 70.83 56.14

CURRENT ASSETS

15. Inventories


(at lower of cost or net realizable value) Raw Material 6,382.69 7,150.70Work in Progress 1,064.84 1,262.50Finished Goods 776.18 439.08Stores and Spares 3,490.21 3,216.81Stock In Transit 186.55 90.08

Total 11,900.47 12,159.17

16. Trade Receivables


Outstanding for a period exceeding six months Unsecured considered good 2,241.27 2,263.70Total 2,241.27 2,263.70

Other Debts Unsecured considered good. 47,262.56 47,084.29Total 47,262.56 47,084.29 Total 49,503.83 49,347.99

87


17. Cash and Bank Balances.


Cash & Cash Equivalents Cash on hand 17.17 20.42 Balances with Banks On current accounts 498.80 315.22 Other bank Balances In deposits with original maturity for more than 12 months 913.45 1075.15In unclaimed dividend account 1.12 0.01

Total 1,430.54 1,410.80

1. Balance with scheduled banks include Rs. 913.45 lacs (PY Rs1,075.15lacs) representing margin money for letter of credit and bank guarantees issued.

2. Section 205 of the Companies Act 1956 mandates that companies transfer dividend that has been unclaimed for period of seven years from unpaid dividend account to the Investor Education and Protection Fund (IEPF), Accordingly if dividend is unclaimed for a period of seven years, it will be transferred to IEPF.

18. Short term loans and advances.


Unsecured considered good Advance to material supplier / contractors 674.93 63.08Loans and Advance to employee 17.50 34.22Inter Corporate deposits 4,658.92 5,054.33 Total 5,351.35 5,151.63

19. Other Current Assets.


Interest Accrued but not due 6.45 36.51Advance to Director 989.60 1,086.65Prepaid Expenses 88.51 96.03Deposits with government, public bodies and others 3,533.23 3,672.60Others 1,454.68 1,237.58 Total 6,072.47 6,129.37

20. Revenue from Operations

st stParticulars 31 March 14 31 March 13 Rs. in Lacs Rs. in Lacs Gross Sales 89,023.67 89,286.33Less Inter Company Sales 10,873.57 11,429.16Excise Duty 6,213.68 5,964.97

Total 71,936.42 71,892.20

88

21. Other Income

st stParticulars 31 March 14 31 March 13 Rs. in Lacs Rs. in Lacs Dividend Received 3.02 40.45

Foreign Exchange Earnings - 19.34

DEPB Export Incentives 155.91 204.09

Interest on Fixed Deposits 76.76 124.04

Provision for Indirect Tax No Longer Required - 2,764.35

Others 99.36 906.06

Total 335.05 4,058.33

22. Cost of Material Consumed

st stParticulars 31 March 14 31 March 13 Rs. in Lacs Rs. in Lacs Opening Stock 11,720.09 7,400.90Add : Purchases 41,390.74 47,531.19Total 53,110.83 54,932.09Less : Closing Stock 11,124.30 11,720.09 Total 41,986.53 43,212.00

23. Changes in inventories of finished goods

st stParticulars 31 March 14 31 March 13 Rs. in Lacs Rs. in Lacs Opening Stock of Finished Goods 439.08 732.83Closing Stock of Finished Goods 776.18 439.08Stock Reserve 0.78 1.57 (Accretion) / Decretion in Stock (337.88) 292.18

24. Manufacturing Expenses

st stParticulars 31 March 14 31 March 13 Rs. in Lacs Rs. in Lacs Freight Carriage 303.22 310.76Power and Fuel 3,356.30 2,935.68Labour Charges 442.07 404.46Factory Expenses 450.83 408.46Repairs to Machinery 288.93 293.36 Total 4,841.35 4,352.72

89


25. Employee Benefit Expenses

st stParticulars 31 March 14 31 March 13 Rs. in Lacs Rs. in Lacs Salary, Wages and Allowances 4,109.75 4,250.55Staff Welfare and other benefits 141.29 131.01Contribution to Provident & other Funds 264.43 356.53 Total 4,515.47 4,738.09

26. Finance Cost

st stParticulars 31 March 14 31 March 13 Rs. in Lacs Rs. in Lacs Bank Interest 5,235.37 3,972.51Bank Commission and other Charges 776.03 479.63 Total 6,011.40 4,452.14

27. Other Expenses.

st stParticulars 31 March 14 31 March 13 Rs. in Lacs Rs. in Lacs Audit Fees 29.89 30.90

Advertisement Expenses 15.20 22.06

Bad Debts 33.95 458.81

Carriage Outward 786.86 746.44

Commission on Sales 159.17 149.02

Foreign Exchange Loss on trade purchases 771.36 1076.59

Legal & Professional Charges 457.82 331.67

Rates and Taxes 131.92 135.79

Rent 270.13 290.32

Insurance Charges 114.83 116.21

Interest on Deferred Sales Tax 204.12 183.61

Postage and Telephone 70.35 79.62

Conveyance and Travelling 223.10 259.35

Other Expenses 1,219.94 987.89

Total 4,488.64 4,868.28

28. Tax Expenses.

st stParticulars 31 March 14 31 March 13 Rs. in Lacs Rs. in Lacs Current Tax Expenses

- Current tax 1,617.33 2,238.53

- Wealth tax 2.66 3.19

- Deferred tax (credit)/expenses 1,744.48 1030.73

- Adjustment of Earlier Years (2,022.93) (193.62)

Total 1,341.54 3,078.83

90

Note :29 Other Disclosures.

29.01 Significant accounting policies

1. System of Accounting:

The Company follows mercantile system of accounting and recognizes income and expenditure on an accrual basis. Financial Statements are prepared under historical cost convention, in accordance with the Generally Accepted Accounting Principles in India (GAAP) and comply in all material aspects, with mandatory accounting standards as notified by the Companies (Accounting Standard) Rules 2006, (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular no. 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs). The significant accounting policies followed by the Company are set out below. Management has made certain estimates and assumptions in conformity with the GAAP in the preparation of these financial statements, which are reflected in the preparation of these financial statements. The difference between actual results and estimates are recognized in the period in which the results are known.

2. Revenue Recognition:

a. Revenue is recognized to the extent it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

b. Domestic sales are accounted on dispatch of products to customers and export sales are accounted on the basis of dates of bill of lading. Sales are disclosed net of sales tax, discounts and returns, as applicable.

c. Export incentives / interest income and income on investments are accounted on accrual basis.

3. Fixed Assets, Capital Work-in-Progress and Depreciation:

a. Fixed Assets:

Fixed assets are stated at cost of acquisition or construction less depreciation. Cost comprises the purchase price and other attributable costs, including interest and finance costs incurred till the asset is commissioned.

b. Capital Work-in-Progress:

Capital work-in-progress includes the cost of fixed assets that are not ready for their intended use and is stated upto the amount expended till the date of balance sheet.

c. Depreciation:

Depreciation is provided on the straight line method at the rates and in manner laid down in Schedule XIV to the Companies Act, 1956. Leasehold Land is amortized over the period of lease. Software is amortised over five years on straight line basis.

4. Inventories:

Inventories are valued at the lower of cost and net realizable value. Cost of inventories comprise all costs of purchase, cost of conversion and other costs incurred in bringing the inventories to their present location and condition. Cost is determined on Weighted Average method.

5. Taxation

Income tax comprises current tax and deferred tax charge or release. The deferred tax charge or credit is recognized using current tax rates. Deferred tax assets are recognized only to the extent there is reasonable certainty of realization in future. Such assets are reviewed as at each Balance Sheet date to reassess realization.

6. Foreign Exchange Transactions:

Transactions in foreign currency are recorded at exchange rates prevailing on the dates of respective transactions. The difference in translation and realized gains and losses on foreign exchange transactions are recognized in the Profit and Loss Account.

91


7. Employee Benefits:

Short-term employee benefits (i.e. benefits payable within one year) are recognized in the period in which the employee service is rendered.

Year's accrued liability on account of leave encashment benefit (only for employees of erstwhile India Foils Ltd (IFL)) payable to employees under defined benefit plan is ascertained on the basis of actuarial valuation made on the Balance Sheet date and provided in the accounts. Gratuity is considered accrued and accounted for as per actuarial valuation done by SBI Life Insurance Company Ltd. under the Group Gratuity scheme and leave encashment is accounted for as per actuarial valuation done by an actuary.

Contributions towards provident funds are recognized as expense.

Contribution to Provident Fund in respect of certain employees of erstwhile IFL is made to the Trusts administered by the Company, and in respect of other employees is made to the office of the Employees' Provident Fund Commissioner, under Employees' Provident Funds and Miscellaneous Provisions Act, 1952. The interest rate payable to the members of the Trusts administered by the Company is not lower than the rate of interest declared annually by the Central Government under Employees' Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall, if any, is made good by the Company.

Year's accrued liability on account of Pension Scheme for certain employees of erstwhile IFL under defined benefit plan upto 31st December, 2000 is ascertained and provided for on the basis of actuarial valuation made on the Balance Sheet date. The said Pension Scheme was amended from defined benefit plan to defined contribution plan effective 1st January 2001 and the benefits under the defined benefit plan were frozen as on 31st December 2000. Year's accrued liability in respect of the aforesaid defined contribution plan is ascertained as per the Company's policy and charged as expense for the year.

8. Borrowing Cost

Borrowing costs that are attributable to the acquisition or construction of a qualifying assets are capitalized as part of cost of such assets till such time as the assets is ready for its intended use. A qualifying asset is an asset that necessarily requires a substantial period of time to get ready for its intended use. All other borrowing costs are recognized as expenses in the period in which they are incurred.

9. Financial Derivatives Hedging Transactions.

In respect of derivatives contracts, premium paid and gains / losses on settlement are recognized in the Profit and Loss account.

10. Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent Assets are neither recognized nor disclosed in the financial statements.

11. Impairment of Assets

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on internal \ external factors. An impairment loss will be recognized wherever the carrying amount of an asset exceeds its recoverable amount. A previously recognized impairment loss if further provided or reversed depending on changes in circumstances.

12. Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

13. Leases

Operating lease payments are recognized as expenses on a straight line basis over the term of lease.

92

29.02 Subsidiary

The Consolidated Financial statement presents the consolidated account of Ess Dee Aluminium Limited with its following subsidiary

Name of the Proportion of Year Ending Audited BySubsidiary ownership

Flex Art Foil Limited 100% 31.03.2014 M/s M.P.Chitale & Co.

Ess Dee Aluminium Pte Ltd 100% 31.03.2014 D Arumugam & Co.,(Consolidated on unaudited basis) Singapore

Additional Statutory information disclosed in separate financial statements of the parent and its subsidiary having no bearing on the true and fair view of the consolidated financial statements and also the information pertaining to the items which are not material have not been disclosed in the consolidated financial statements, in view of the general clarification issued by the Institute of Chartered Accountants of India.

29.03 Contingent Liabilities


Contingent Liability

a) Claims against the company not acknowledged as debt 1,982.68 847.70

b) Guarantees – given for bank loans taken by its subsidiaries 4,502.99 3,184.35

– Others 281.75 186.77

Total 6,767.42 4,218.82

The Company and one subsidiary was subject to search u/s 132 of The Income Tax Act, 1961 in the month of March 2014. The tax department is in the process of assessing the impact of the said search and has not raised any demand on the company till date.

29.04 Suppliers/service providers covered under Micro, Small and Medium Enterprises (MSME) Development Act, 2006 have been determined to the extent such parties have been identified on the basis of information available with the

stCompany. The disclosures relating to Micro, Small & Medium Enterprises as at 31 March 2014 are as under.

Rs. in Lacs

st st Description 31 March 14 31 March 13

1 The Principal amount remaining unpaid to supplier as at the 0.27 53.68 end of accounting year 2 The Interest due thereon remaining unpaid to supplier as at the Nil Nil end of the year 3 The amount of interest paid in terms of Sec 16 along with the Nil Nil amount of payment made to the supplier beyond the appointment day during the year 4 The amount of interest due and payable for the period of delay Nil Nil in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under this act 5 The amount of interest accrued during the year and remaining Nil Nil unpaid at the end of the accounting year

93


29.05 Payment to Auditors

Rs. In Lacs


Audit Fees 29.89 30.90

Tax Audit Fees 6.30 6.30

Other Services and Certification Fees 26.93 8.46

TOTAL 63.12 45.66

94

29.06 Employee Benefits ( Accounting Standard - AS 15)

a) Ess Dee Aluminium Limited : Units Kolkata

Particulars Gratuity Pension Frozen as on Leavest 31 December 2000 Encashment

Funded Funded Unfunded

Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in LacsUNITS IN WEST BENGAL 31/03/2014 31/03/2013 31/03/2014 31/03/2013 31/03/2014 31/03/2013

The major categories of plan assetsas a percentage of total plan


Changes in the present value of the obligation

1 Present Value of obligation 01.04.13 276.00 222.20 21.12 19.90 63.95 59.822 Interest Cost 24.02 17.37 1.85 1.54 5.05 4.273 Current Service Cost 23.21 20.14 - - 13.50 7.464 Past Service Cost 5 Benefits Paid 2.96 10.08 - 1.24 12.47 12.736 Actuarial (gain ) / loss on Obligation 23.62 26.36 (1.35) 0.91 6.35 5.117 Present Value of obligation 31.03.14 343.89 276.00 21.62 21.12 76.38 63.94

Changes in the Fair Value Of Assets 1 Fair value of plan Assets 01.04.13 186.68 172.52 3.62 4.56 - -2 Expected Return on Plan assets 12.60 13.80 0.24 0.36 - -3 Contribution 2.96 10.08 - - - -4 Benefits Paid 2.96 10.08 - 1.24 - -5 Actuarial gain / (Loss) on Plan Assets - 0.35 - (0.06) - -6 Fair value of plan Assets 31.03.14 199.28 186.68 3.87 3.62 - -

Reconciliation of the present valueof the defined benefit obligation & the fairmarket value of plan assets 1 Present Value of obligation at the 343.89 276.00 21.62 21.12 76.38 63.94 end of the year 2 Fair value of plan Assets at the 199.28 186.68 3.87 3.62 76.38 63.94 end of the year 3 Assets / (Liabilities ) recognized in the (144.61) (89.32) (17.75) (17.50) - - balance sheet

Profit & Loss Expenses 1 Current Service Cost 23.21 20.14 - - 13.50 7.462 Interest Cost 24.02 17.37 1.85 1.54 5.05 4.273 Expected Return on Plan assets 12.60 13.80 0.24 0.36 - -4 Net Actuarial gain (loss ) recognized in the year 23.62 26.01 (1.35) 0.98 6.35 (5.11)5 Past Service Cost - - - - - -6 Expected Recognized in the statement of P&L 58.25 49.73 0.25 2.15 24.90 (16.85)

Actuarial Assumptions 1 Discount Rate 8.75% 8.00% 8.75% 8.00% 8.75% 8.00%2 Expected Rate of salary Increase 7.00% 6.00% 7.00% 6.00% 7.00% 6.00%3 Expected Rate of Return on Plan Assets 6.75% 8.00% 6.75% 8.00% - -4 Method Used Projected Projected Projected Projected Projected Projected Unit Unit Unit Unit Unit Unit Credit Credit Credit Credit Credit Credit Method Method Method Method Method Method5 Remaining working life of employees (in years) 18.15 17.20 8.00 9.00 18.15 17.20

95


b) Ess Dee Aluminium Limited : Units Daman and Goa

Particulars Gratuity Leave Encashment

Funded Unfunded

Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in Lacs

31/03/2014 31/03/2013 31/03/2014 31/03/2013

The major categories of plan assets as apercentage of total plan


Changes in the present value of the obligation 1 Present Value of obligation 01.04.13 94.58 66.36 16.38 9.142 Interest Cost 7.05 5.07 1.28 0.693 Current Service Cost 24.30 24.22 4.09 2.404 Past Service Cost - - - - 5 Benefits Paid 12.85 (5.88) (2.78) (2.78)6 Actuarial (gain ) / loss on Obligation (19.21) 4.80 2.19 6.917 Present Value of obligation 31.03.14 93.88 94.58 21.15 16.37

Changes in the Fair Value Of Assets 1 Fair value of plan Assets 01.04.13 94.93 92.67 - - 2 Expected Return on Plan assets 8.54 7.17 - - 3 Contribution 31.99 - - - 4 Benefits Paid 12.85 5.88 - - 5 Actuarial gain / (Loss) on Plan Assets 2.27 0.96 - - 6 Fair value of plan Assets 31.03.14 124.89 94.93 - -

Profit & Loss Expenses 1 Current Service Cost 24.30 24.22 4.09 2.42 Interest Cost 7.05 5.07 1.28 0.693 Expected Return on Plan assets 8.54 7.17 - - 4 Net Actuarial gain / (loss) recognized in the year (21.47) - 2.19 6.91 5 Past Service Cost - - - - 6 Expected Recognized in the statement of P & L 1.33 25.95 4.78 7.23

Actuarial Assumptions 1 Discount Rate 8.00% 8.00% 8.00% 7.75%2 Expected Rate of salary Increase 9.00% 8.00% 6.50% 6.50%3 Expected Return on Assets 9.00% 9.00% 6.50% 6.50%4 Attrition Rate 12.00% 4.00% 5 Mortality Post-retirement Ultimate Ultimate Ultimate Ultimate

Gratuity 31.03.2014 31.03.2013 31.03.2012 31.03.2011 31.03.2010


Plan Asset 124.89 94.93 92.67 72.23 64.31

Surplus / Deficits 31.01 0.34 26.30 19.16 8.75

Experience Adjustment on Plan Liabilities (19.21) 0.07 0.55 (8.83)

Experience Adjustment on Plan Assets 1.32 (0.96) 0.70 (0.12)

96

c) Flex Art Foil Limited : All Units

Particulars Gratuity (Funded) Leave Encashment Funded Unfunded

Rs. in Lacs Rs. in Lacs Rs. in Lacs Rs. in Lacs 31/03/2014 31/03/2013 31/03/2014 31/03/2013

The major categories of plan assets as a percentage of

total plan

Qualifying Insurance Policy 100% 100% 100% 100%

Changes in the present value of the obligation

1. Present Value of obligation 01/04/2013 59.13 37.13 5.40 4.18

2. Interest Cost 4.61 2.74 0.43 0.34

3. Current Service Cost 7.40 9.04 1.09 1.10

4. Past Service Cost - - - -

5. Benefits Paid 3.02 (5.59) (0.76) (0.58)

6. Actuarial (gain) / loss on Obligation (21.01) 15.80 0.01 0.34

7. Present Value of obligation 31/03/2014 47.12 59.13 6.19 5.39

Changes in the Fair Value of Assets

1. Fair value of plan Assets 01/04/2013 45.99 47.67 - -

2. Expected Return on Plan assets 4.14 3.59 - -

3. Contributions 25.67 - - -

4. Benefits Paid 3.02 (5.59) - -

5. Actuarial gain / (loss) on Plan Assets 2.19 0.32 - -

6. Fair value of plan Assets 31/03/2014 74.98 45.99 - -

Profit & Loss Expenses

1. Current Service Cost 7.40 9.04 1.10 1.10

2. Interest Cost 4.61 2.74 0.43 0.34

3. Expected Return on Plan assets 4.14 (3.59) - -

4. Net Actuarial gain / (loss) recognized in the year (23.21) 15.80 0.01 0.34

5. Past Service Cost - - - -

6. Expenses Recognized in the statement of P&L (15.33) 23.68 0.79 1.21

Actuarial Assumptions

1. Discount Rate 8.00% 8.00% 8.00% 7.50%

2. Expected Rate of Return on Plan Assets 9.00% 8.00% - -

3. Expected Rate of Salary Increase 9.00% 9.00% 6.50% 6.50%

4. Attrition Rate 12.00% 12.00% - -

5. Mortality Post-retirement Ultimate Ultimate Ultimate Ultimate

Amounts for the Current and pervious four periods.

Gratuity 31.03.2013 31.03.2012 31.03.2011 31.03.2010 31.03.2009


Plan Asset 74.98 45.99 47.67 41.15 31.74

Surplus / Deficits (27.87) (13.14) 10.53 8.72 2.10

Experience Adjustments on Plan Liabilities NA 12.84 (3.86) (3.92) -

Experience Adjustments on Plan Assets NA (0.32) (0.01) (0.02) -

97


29.07 Segment Information ( Accounting Standard – 17)

The Company's entire activity is of advanced packaging solutions. As such there is only one segment viz; advanced packaging solutions, accordingly, no disclosure is required to be made under AS 17, segment reporting.

29.08 Related Party Disclosures (Accounting Standard – 18)

List of Related Parties and Relationship with whom the transactions were held during the year 2013-14

Sr. Particulars Particulars

A Key Management Personnel Mr. Sudip Dutta - Chairman

Mr. Bijoy Kumar Pansari

Mr. Rajib Mukhopadhyay ( Resigned on 21/08/2012)

Ms Vinaya Desai

Mr.Ashis Bhattacharya

Mr. Subir Ray

B Relative of Key Management Personnel Ms. Aarti Dutta

C Enterprises over which key management Vyoma Investment & Finance Co Pvt Ltd

Personnel and their relatives are able Ess Dee Eco Energy Private Limited

to exercise significant influence Ess Dee Clean Coal Technologies Pvt Ltd

Ess Dee Infraventure Pvt Limited

98

The following transactions were carried out with the related parties in the ordinary course of business. Rs in Lacs

Nature of Transaction Key Relative of Key

Management Personnel Management Personnel

Rent Paid

Mr. Sudip Dutta 171.12 -

(PY 171.12) -

Ms. Aarti Dutta - 30.00

- (PY 30.00)

Total 171.12 30.00

(PY 171.12) (PY 30.00)

Salary


(PY 945.24) -

Mr. Bijoy Kumar Pansari 84.00 -

(PY 84.00) -

Mr. Rajib Mukhopadhyay - -

(PY 10.55) -

Mr. Ashis Bhattacharya 47.90 -

(PY 5.62) -

Ms. Vinaya Desai 16.77 -

(PY 1.77) -

Total 725.87 -

(PY 1,047.18) -

Credit Balance as on 31.03.14


(PY659.50) -

Mr. Bijoy Kumar Pansari 4.94 -

(PY 4.63) -

Mr. Ashis Bhattacharya 2.14 -

(PY1.99) -

Ms. Vinaya Desai 0.89 -

(PY0.83) -


- (PY 0.51)

Total 848.97 18.90

(PY 666.95) (PY 0.51)

Debit Balance as on 31.03.14

Mr. Sudip Dutta 1,989.59 -

(PY 2,079.95) -


- (PY 25.00)

Total 1,989.59 25.00

(PY 2,079.95) (PY 25.00)

99


29.09 Leases (Accounting Standard – 19)

Operating Lease

The Company has leased facilities under non-cancelable operating leases. The future lease payments in respect of these leases as at 31st March 2014 and 31st March 2013 are minimum lease payments.

Rs. In Lacs


A Not later than one year 5.54 5.54

B Later than one year but not later than five years 22.16 22.16

C Later than five years. 387.91 393.46

29.10 Earnings per Share (EPS) : (Accounting Standard – 20)

st stParticulars 31 March 14 31 March 13 Basic and Diluted Basic and Diluted

Earnings Net profit / (Loss) for the period (Rs. in Lacs) 5,087.26 7,343.25 Shares Number of shares at the beginning of the period 3,20,47,811 3,20,47,811Add : Shares issued during the period - -Total number of equity shares outstanding at the 3,20,47,811 3,20,47,811end of the period

Weighted average number of equity shares 3,20,47,811 3,20,47,811outstanding during the period - Basic and Diluted

Earnings per share of par value Rs 10/ – 15.87 22.91 Basic and diluted (Rs.)

29.11 Deferred Tax Assets and Liabilities (Accounting Standard – 22) Deferred Tax Liability / (Asset) at the year end comprise timing differences on account of :

Rs. In Lacs

st stDeferred Tax Liability / (Assets) 31 March 14 31 March 13

Net Deferred Tax Liability / (Assets) - Relating to 3,753.07 2,008.59Fixed assets Total 3,753.07 2,008.59

In the previous financial year, pursuant to the order of Honorable BIFR in the matter of rehabilitation of erstwhile India Foils Limited, the CBDT has vide its order dated January 21st 2013 granted relief to the company under section 115JB of the Income Tax Act 1961. Accordingly the company has reversed the tax provisions of Rs.7123.00 lacs and deferred tax of Rs. 6929.38 lacs for the financial years 2009-10,2010-11 & 2011-12.

100

Unhedged Foreign currency exposure The Company has the following un-hedged exposure in foreign currency at the year ended March 14.


USD EURO GBP JPY CHF Rs. in Lacs Sundry Debtors 984628.83 0 0 0 0 608.98

Sundry Creditors 8204079.00 373336.84 0 0 0 5372.89

Advance received from 13173.52 109595.18 0 0 0 96.44

Customers

Advance paid to Creditors 0 0 0 0 0 0

The Company has the following un-hedged exposure in foreign currency at the year ended March 13.


USD EURO GBP JPY CHF Rs. in Lacs

Sundry Debtors 1211877.54 40238.79 - - - 645.13

Sundry Creditors 15492637.66 199340.97 - - 697.24 8258.60

Advance received from 12288.43 1492.49 - - - 6.53

Customers

Advance paid to Creditors - - - - - -

29.12 Hedging and Derivatives : The Following are the outstanding forward exchange contracts entered into by the Company as at 31st March 2014

Category Currency Cross Currency Amount in USD Buy / Sell Purpose (In Lacs)

Forward Contract USD INR CY 31.30 Sell Hedging (PY Nil)

101


29.14 Previous year figures have been accordingly re-grouped and reclassified.




29.13 Information on Raw Material Consumed, Opening Stock of Finished Goods, Stock of Finished Goods and Net Sales :

a) Raw Material ConsumedRs. In Lacs

No. Particulars Amount 1 Aluminium Ingot & Foil 29,202.40 (PY 30,260.53)

2 PVC Resin 2,160.44

(PY 2,092.35)

3 Others 10,623.69

(PY 10,859.12)

Total 41,986.53

(PY 43,212.00)

b) Net Sales, Opening Inventory and Closing Inventory Rs. In Lacs

No. Particulars Net Sales Opening Closing Inventory Inventory

1 Aluminium Packaging 64,380.07 419.30 718.30

(PY 77,128.90) (PY 705.85) (PY 419.30)

2 PVC Packaging 4,176.20 19.78 57.88

(PY 5,249.05) (PY 26.98) (PY 19.78)

3 Others 3,380.15 -- --

(PY NIL) -- --

Total 71,936.42 439.08 776.18

(PY 71,892.20) (PY 732.83) (PY 439.08)

102

103


Financial Information of Subsidiary Companies

Information regarding the Subsidiary Companies for the financial year 2013-2014, in accordance with Section 212(8) of the Companies Act, 1956 and General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011 from the Ministry of Corporate Affairs.

In Lacs

Sr. Name Reporting Capital Reserves Total Total Investment Turnover Prot Provision Prot Proposed Country

No. of the Currency Assets Liabilities before for after Dividend

Subsidiary Taxation Taxation Taxation

Company

1. Flex Art Foil

Limited INR 2,000.00 7,289.05 18,459.06 18,459.06 0.53 14,004.37 1,155.26 317.82 837.44 -- India

2. Ess Dee INR 933.40 (2,061.70) 1,520.70 1,520.70 –- 495.44 (773.08) –- (773.08) -- Singapore

Aluminium

Pte. Limited USD 15.53 (34.30) 25.30 25.30 –- 8.17 (12.76) -- (12.76) -- Singapore

Exchange Rate as on 31.03.2014, 1 USD = Rs. 60.0998

Name of the member(s) :

Registered address :

Email Id :

Folio No. / * Client Id :

*DP Id :

(*Applicable for investors holding shares in electronic form) I/We, being the member(s) of …………… equity shares of Ess Dee Aluminium Limited, hereby appoint :1) Name ……….........................................................................................................................................................................Address : …………………………………………………………………………………………………………..………………………Email Id ……………………………………………………………………………………………………………….……………...……Signature : ………………………………………………………………or failing him / her2) Name ……….........................................................................................................................................................................Address : …………………………………………………………………………………………………………..………………………Email Id ……………………………………………………………………………………………………………….……………...……Signature : ………………………………………………………………or failing him / her3) Name ……….........................................................................................................................................................................Address : …………………………………………………………………………………………………………..………………………Email Id ……………………………………………………………………………………………………………….……………...……Signature : ………………………………………………………………

thas my / our proxy to attend and vote (on a poll) for me / us on my / our behalf at the 10 Annual General Meeting of the Company to thbe held on Saturday, the 27 day of September, 2014 at 10.00 a.m. at Najrul Mancha, 1, M.M. Feeder Road, Kolkata-700056 and

at any adjournment thereof, in respect of the resolutions set out in the AGM Notice convening the meeting as are indicated below :

AffixRevenue

Stamp

ESS DEE ALUMINIUM LIMITEDRegd. Office: 1, Sagore Dutta Ghat Road, Kamarhati, Kolkata - 700 058

CIN : L27203WB2004PLC170941 • Website : www.essdee.inTH 10 ANNUAL GENERAL MEETING

PROXY FORM – MGT-11(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014)CIN : L27203WB2004PLC170941Name of the Company : Ess Dee Aluminium LimitedRegistered Office : 1, Sagore Dutta Ghat Road, Kamarhati, Kolkata 700 058Website : www.essdee.in

Resolutions For Against

1. Consider and adopt: a) Audited Financial Statement, Reports of the Board of Directors and Auditors b) Audited Consolidated Financial Statement2. Re-appointment of Mr. Sudip Dutta who retires by rotation3. Appointment of Auditors and fixing their remuneration4. Increase in Remuneration of Ms. Vinaya Desai5. Appointment of Mr. Gautam Mukherjee as an Independent Director6. Appointment of Mr. Ramdas Baxi as an Independent Director7. Appointment of Mr. Dilip Phatarphekar as an Independent Director8. Appointment of Mr. Satyabrata Ray as a Director9. Appointment of Mr. Satyabrata Ray as a Whole Time Director10. Appointment of Mr. Ashis Bhattacharya as a Managing Director11. Approval of the Remuneration of the Cost Auditors

Signed this ………. day of ……………., 2014

Signature of shareholder

Signature of proxy holder(s)

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the meeting.

Signature of the Proxy Signature of Shareholder/ Joint Holder

Note: 1. Please fill the Attendance Slip and hand it over at the Registration Counter at the venue.


ESS DEE ALUMINIUM LIMITED

Regd. Office: 1, Sagore Dutta Ghat Road, Kamarhati, Kolkata - 700 058

CIN : L27203WB2004PLC170941 • Website : www.essdee.inTH 10 ANNUAL GENERAL MEETING

ATTENDANCE SLIP

(to be handed over at the Registration Counter)

DP Id*....................... Folio No......................................

Client Id*................... No. of Shares held.....................

(*Applicable for investors holding shares in electronic form)

th thI / We hereby record my / our presence at the 10 Annual General Meeting of the Company on Saturday, the 27 day of

September, 2014 at 10.00 a.m. at Najrul Mancha, 1, M. M. Feeder Road, Kolkata – 700 056.

Name of the Shareholder : 1) ..................................................................................................................................................

and Joint Holder(s) 2) .................................................................................................................................................

(in block letters) 3) .................................................................................................................................................

Address : …………………………………………………………………………………………………………………………..………

……………………………………………………………………...............……………………………………………………..………

Name of the Proxy ....................................................................................................................................................................

(to be filled only when a proxy attends the meeting)

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