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