To the Members,
 
 Ess Dee Aluminium Limited
 
 The Directors are pleased to present the Seventh Annual Report of the
 Company together with the Audited Statements of Accounts for the
 financial year ended 31st March, 2011.
 
 FINANCIAL RESULTS
 
 The financial highlights of the year are:
 
                                                          (Rs. in Lacs)
 
 Particulars              Consolidated                    Standalone
 
                      March 2011  March 2010      March 2011  March 2010
 
 Total Income          70,666.66   60,405.58       67,243.74   55,487.07
 
 Profit before 
 Interest,
 
 Depreciation 
 and Tax               19,654.74   17,321.64       17,867.65   15,486.75
 
 Less Interest 
 Expenses               2,207.00    1,996.83        1,854.85    1,662.36
 
 Less Depreciation      2,028.14    1,741.22        1,943.57    1,665.64
 
 Profit before Tax     15,419.60   13,583.59       14,069.23   12,158.75
 
 Less Provision for 
 Taxation               3,618.33   (5,744.51)       3,313.24  (6,033.92)
 
 Profit after Tax      11,801.27   19,328.10       10,755.99  18,192.67
 
 Loss After Tax for
 
 FY 2008-09 of 
 erstwhile IFL             -      (14,881.66)           -    (14,881.66)
 
 Balance of P & L of 
 erstwhile IFL
 
 (Net of Adj.of Merger)    -            -        (13,527.90) (13,527.90)
 
 Net Profit after Tax  11,801.27   (9,081.46)      10,755.99 (10,216.89)
 
 Add Balance brought 
 forward                3,835.52   14,664.03          175.35  12,139.60
 
 Profit available for
 Appropriation         15,636.80    5,582.57       10,931.34   1,922.71
 
 Appropriation:
 
 General Reserve          900.00    1,000.00          900.00   1,000.00
 
 Debenture Redemption 
 Reserve                  700.00        -              700.00      -
 
 Proposed Dividend        640.96      640.96           640.96    640.96
 
 Dividend Distribution 
 Tax                      106.45      106.40           106.45    106.40
 
 Excess provision of 
 Wealth Tax                  -          0.31              -         -
 
 Balance carried 
 Forward to
 the next year         13,289.39    3,835.52         8,583.93    175.35
 
 Earning Per Share 
 (Rs.) Basic               37.34       15.98            34.03     11.90
 
 Earning Per Share 
 (Rs.) Diluted             37.34       14.63            34.03     10.90
 
 PERFORMANCE REVIEW
 
 Your Company has recorded a significant growth in its performance.
 Total Income grew to Rs.
 
 67.243.74 lacs, registering 21.19% growth over previous year total
 income of Rs. 55,487.07 lacs.  Profit before Tax increased by 15.71% to
 Rs. 14,069.23 lacs in the current year compared to Rs.
 
 12.158.75 lacs in the previous year.
 
 DIVIDEND
 
 Your Directors are pleased to recommend a dividend of Rs. 2/- per
 equity share of Rs. 10/- each (i.e. 20%) for the year ended 31st March,
 2011 on the equity share capital of Rs. 32.05 crores, entailing an
 outgo of Rs. 640.96 lacs subject to approval by the members at the
 ensuing Annual General Meeting. This is exclusive of dividend
 distribution tax which will involve an outlay of Rs.  106.45 lacs and
 will be borne by the Company. The proposed dividend, if declared at the
 ensuing Annual General Meeting, will be paid to those Equity
 Shareholders whose names appear in the Register of Members as on the
 book closure date.
 
 The dividend proposed for the current financial year is indicative of
 the dividend payout policy of the Company to pay sustainable dividend
 linked to the consistent performance.
 
 The register of members and share transfer books will remain closed
 from 23rd September, 2011 to 28th September, 2011, both days inclusive.
 The Annual General Meeting of the Company is scheduled to be convened
 on 28th September, 2011 at Daman.
 
 TRANSFER TO RESERVES
 
 The Company proposes to transfer Rs. 900 lacs (Previous year Rs. 1,000
 lacs) to the General Reserve out of the amount available for
 appropriations and an amount of Rs. 8,583.93 lacs (Previous year Rs.
 175.35 lacs) has been proposed to be retained in the Profit and Loss
 Account.  The transfer to General Reserve is in compliance to the
 Companies (Transfer of Profits to Reserves) Rules, 1975.
 
 NON CONVERTIBLE DEBENTURES
 
 During the year under review, the Company had issued on private
 placement basis Secured Non Convertible Debentures amounting to Rs.
 80.00 Crores. The Debentures are listed on the Wholesale Debt Market of
 Bombay Stock Exchange Limited. All debentures issued by the Company
 have been rated ''AA-'' by CARE.
 
 An amount of Rs. 700 lacs has been transferred to Debenture Redemption
 Reserve.
 
 SHARE CAPITAL
 
 The paid up share capital of the Company as on 31st March, 2011 was Rs.
 32,04,78,110/- comprising of 3,20,47,811 equity shares of Rs. 10/-
 each.
 
 During the year under review, the Company allotted 16,64,000 equity
 shares of Rs. 10/- each at a premium of Rs. 507.03 per share to
 Qualified Institutional Buyers through Qualified Institutional
 Placement (QIP) under Chapter VIII of the Securities and Exchange
 Board of India (Issue of Capital and Disclosure Requirements)
 Regulations, 2009.
 
 In terms of the Share Exchange Ratio sanctioned by the Hon''ble Board
 for Industrial and Financial Reconstruction, the Company had also
 allotted 25,59,046 equity shares of Rs. 10/- each to the shareholders
 of erstwhile India Foils Limited.
 
 DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. Dilip Phatarphekar and Mr.
 Ramdas Baxi, Directors of the Company, retire by rotation and being
 eligible, offer themselves for reappointment at the ensuing Annual
 General Meeting.
 
 As disclosed in the last year''s Annual Report, Mr. Prasenjit Datta,
 Whole Time Director of the Company tendered his resignation and the
 same was accepted by the Board w.e.f. 31st July, 2010 and Mr. Shankar
 Kamble, Non Executive Director of the Company tendered his resignation
 and the same was accepted by the Board w.e.f. 30* October, 2010. The
 Board places on record its appreciation for the valuable services
 rendered by Mr. Prasenjit Datta and Mr. Shankar Kamble during their
 tenure as Directors of the Company.
 
 The tenure of office of Mr. Sudip Dutta as the Chairman and Managing
 Director of the Company is expiring on 14th June, 2011. The Board of
 Directors at its meeting held on 27th May, 2011 decided to reappoint
 Mr. Sudip Dutta as Chairman and Managing Director of the Company
 subject to approval of members for a further period of 5 (five) years
 commencing from 15* June, 2011. Mr. Sudip Dutta is being re-appointed
 as the Chairman and Managing Director of the Company for a further
 period of 5 (five)years w.e.f. 15* June, 2011.
 
 The above appointment/re-appointment forms part of the notice convening
 the Annual General Meeting and the resolutions are recommended for your
 approval.
 
 Brief resume of the Directors proposed to be appointed and re-appointed
 and other information as stipulated in Clause 49 of the Listing
 Agreement with the Stock Exchanges are part of Corporate Governance
 Report.
 
 SHIFTING OF REGISTERED OFFICE OF THE COMPANY
 
 Considering the business opportunities of the Company and the merger of
 erstwhile India Foils Limited with the Company, the Board of Directors
 of the Company decided to shift the registered office of the Company
 from Union Territory of Daman to Kolkata in the State of West Bengal
 subject to approval of the members through postal ballot.
 
 The members of the Company accorded their consent on 8th April, 2011
 through postal ballot for shifting of the registered office of the
 Company from the Union Territory of Daman to Kolkata in the State of
 West Bengal in supersession of the earlier resolution passed by the
 members for shifting of registered office of the Company from the Union
 Territory of Daman to Mumbai. As per the Company Law Board Regulations,
 the Company had served individual notice to the creditors of the
 Company intimating them about the shifting of the registered office of
 the Company to Kolkata in the State of West Bengal and further had
 filed a petition before the Company Law Board (CLB), Mumbai Bench for
 amendment in Clause II of the Memorandum of Association of the Company.
 
 PUBLIC DEPOSIT
 
 Your Company has not accepted any fixed deposit from the public under
 Section 58A of the Companies Act, 1956.
 
 OPERATIONS
 
 Your Company operates in a single segment i.e. Advanced Packaging
 Solutions.
 
 The Company''s installed foil rolling capacity is currently at 37,000
 MTPA. The PVC unit at Goa supplements the Company to provide complete
 packaging solutions.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
 AND OUTGO
 
 The particulars as prescribed under Sub-section (l)(e) of Section 217
 of the Companies Act, 1956, read with the Companies (Disclosure of
 Particulars in the Report of Board of Directors) Rules, 1988, are set
 out in the Annexure to this report as Annexure ''A''.
 
 PARTICULARS OF EMPLOYEES
 
 The Ministry of Corporate Affairs by notification dated 31st March,
 2011, issued the Companies (Particulars of Employees) Amendment Rules,
 2011, which amended the limits of remuneration of employees mentioned
 under the Companies (Particulars of Employees) Amendment Rules, 2011
 and the provisions of Section 217(2A) of the Companies Act, 1956,
 details of the names and other particulars of employees drawing
 remuneration aggregating to more than Rs. 60,00,000/- (Rupees Sixty
 Lacs only) per annum and Rs. 5,00,000/- (Rupees Five Lacs only) per
 month are required to be attached to this Report. However, as per the
 provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the
 Annual Report does not contain the said Annexure. Any member desirous
 of obtaining such particulars may write to the Company Secretary at the
 Registered Office of the Company.
 
 SUBSIDIARY
 
 As on 31st March, 2011, Flex Art Foil Private Limited (FAFPL) is the
 subsidiary Company of the Company.
 
 Particulars of subsidiary are as follows:
 
 Our Subsidiary, FAFPL was incorporated on 31st August, 2005. Post
 acquisition of 100% stake in March, 2006, FAFPL became the wholly owned
 Subsidiary of our Company which provides facilities for printing of
 Aluminium blister and poly to pharmaceutical companies for their
 packaging solutions at various locations across the country.
 
 Brief financialsof the subsidiary for the financial year ended 31st
 March, 2011 is as follows:
 
                                                       (Rs. in lacs)
 
 Particulars                   Year ended                 Year ended
                             31st March, 2011           31st March, 2010
 
 Sales (net of excise duty)
 & Other Income                     10,758.13                   9,002.67
 
 Profit before Depreciation
 & Tax                               1,329.73                   1,549.30
 
 Less Depreciation                      84.57                      75.57
 
 Profit after depreciation 
 before tax (PBT)                    1,245.16                   1,473.73
 
 Provision for Taxation                305.09                     289.42
 
 Net Profit available for 
 Appropriation (PAT)                   940.07 1,                  184.31
 
 The Ministry of Corporate Affairs, Government of India vide its
 circular No. 51/12/2007-CL-III dated 8th February, 2011 has given
 general exemption with regard to attaching of the Balance Sheet, Profit
 & Loss Account and other documents of its subsidiary Company subject to
 fulfillment of conditions mentioned therein. The Company has fulfilled
 all the necessary conditions in this regard. The Company has not
 attached the Balance Sheet, Profit 8i Loss Account and other documents
 of Flex Art Foil Private Limited, the subsidiary Company with the
 Balance Sheet of the Company. The annual accounts of the Subsidiary
 Company and the related detailed information will be made available to
 any member of the Company and its subsidiary Company who may be
 interested in obtaining the same. The annual accounts of the Subsidiary
 Company will also be kept open for inspection by any member of the
 Company at its registered office and also at the registered office of
 the Subsidiary Company on all working days except Saturdays between
 11.00 a.m. to 1.00 p.m. till Annual General Meeting of the Company. The
 Consolidated Financial Statements presented by the Company include the
 financial results of its Subsidiary Company.
 
 Requisite statement pursuant to Section 212 of the Companies Act, 1956,
 is also attached herewith as Annexure B''.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 As stipulated by Clause 32 of the Listing Agreement with the Stock
 Exchanges, the attached consolidated financial statements have been
 prepared in accordance with Accounting Standard AS-21 on Consolidated
 Financial Statements read with Accounting Standard AS-23 on Accounting
 for Investments in Associates.
 
 PERSONNEL & INDUSTRIAL RELATIONS
 
 The Industrial relations continue to be peaceful and cordial.
 
 Our employees are critical to the success of the Company. We have set
 up a scalable recruitment and resource management process which enables
 us to attract and retain talent. The focus is on increasing the
 efficiency and effectiveness of the employees and thereby contributing
 to the organizational effectiveness.
 
 We strongly believe that trained and motivated people determine the
 future growth of the Company. Your Company endeavors to attract and
 recruit best possible talent and considers the quality of its human
 resources to be most important.
 
 EMPLOYEE SAFETY
 
 Employee safety is of paramount importance for the Company. All the
 executives in the Company have a personal objective of ensuring a safe
 working environment for its employees. The safety performance is
 analyzed in all important forums.
 
 The Company and its Management value the dedication of its employees
 and acknowledge their contribution in attaining short and long term
 goals of the Company. The Company has been encouraging employees by
 providing better working environment and opportunities.
 
 The Board wishes to place on record its sincere appreciation of the
 dedicated efforts of all employees in advancing the Company''s vision
 and strategy to deliver a record performance.
 
 CORPORATE GOVERNANCE
 
 As required by the existing Clause 49 of the Listing Agreement with the
 Stock Exchanges, a detailed report on Corporate Governance is included
 in the Annual Report. The Auditors of the Company have certified the
 Company''s compliance of the requirements of Corporate Governance in
 terms of Clause 49 of the Listing Agreement and the same is annexed to
 the Report of the Corporate Governance.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to the provisions of Section 217(2AA) of the Companies Act,
 1956, and in respect of the
 
 annual accounts for the year under review, the Directors hereby confirm
 that:
 
 i) In the preparation of the annual accounts, the applicable accounting
 standards have been followed; 
 
 ii) Appropriate accounting policies have been selected and applied
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company at the end of the financial year and of the profit of the
 Company for that year; iii) Proper and sufficient care for maintenance
 of adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities have been taken
 to the best of their knowledge and ability; iv) The Annual Accounts
 have been prepared on a going concern basis.
 
 The Company is in compliance with various accounting and financial
 reporting requirements in respect of the financial statements for the
 year under review.
 
 
 ACKNOWLEDGEMENT
 
 Your Directors take this opportunity to thank all investors, clients,
 vendors, banks, regulatory and Government authorities and Stock
 Exchanges for their continued support and co-operation. The Directors
 also wish to place on record their appreciation of the contribution
 made by business partners / associates at all levels.
 
 Your Directors also take this opportunity to acknowledge the dedicated
 efforts made by workers, staff and officers at all levels for their
 contribution to success of the Company.
 
                                 For and on behalf of Board of Directors
 
 Place: Mumbai                                Sudip Dutta
 Date:27thMay, 2011                       Chairman and Managing Director