The Directors hereby present the 47th AnnualReport of your Company
 together with the statement of audited accounts for the financial
 year ended 31st March, 2009.
 
 Financial Results                       Rs. In crores.
                                         Year ended March 31st 
                                         2009     2008
 
 Turnover (Gross)                        109.04   192.66
 
 Profit/(Loss) before interest, 
 tax, depreciation, amortization and
 extraordinary items                    (119.41)    3.58
 Less: Interest                           15.59    19.93
 
 Profit/(Loss) before tax, 
 depreciation and amortization          (135.00)  (16.35)
 Less: Depreciation                       13.77    14.35
 Amortization                               -       1.22
 Profit/(Loss) before tax and 
 extraordinary items                    (148.77)  (31.92)
 Add: Extraordinary items                   -       4.03
 Profit/(Loss) before tax               (148.77) -(27.88)
 Less: Current Tax                          -       -
 Fringe benefit tax;                       0.05     0.08
 Profit/(Loss) after tax                (148.82)  (27.96)
 
 OPERATIONAL PERFORMANCE
 
 On overall basis your Company witnessed decrease in production of foil
 from 7098. M.T. in the previous year to 3892 M.T. in the current year.
 Accordingly Gross Turnover has also decreased from 192.66 crores to
 109.04 crores in the current year. Overall loss of the Company has
 increased to Rs. 148.82 crores from Rs.27.96 crores in the previous
 year.
 
 The accumulated losses of the Company as at March 31,2009 are more than
 fifty percent of its networth and it has also incurred cash losses
 during the financial year ended on that date and in the immediately
 preceding financial year.
 
 DIVIDEND AND TRANSFER TO RESERVES:
 
 In view of the losses, the Board of Directors do not recommend any
 dividend. No amount is proposed to be transferred to reserves.
 
 FUTURE OUTLOOK
 
 Though the financial results of the Company for the year under review
 is not encouraging, the fundamentals of the business remain strong.
 Looking forward, your Directors foresee significant improvement in the
 business and bottom line of your Company in view of the business and
 the financial restructuring that has taken place during the year. The
 Madras Aluminum Company Limited (M ALCO), the earlier parent Company
 joined hands with Ess Dee Aluminum Limited (EDAL) for revival of your
 Company through a Rehabilitation Scheme which was sanctioned by the
 Board for Industrial and Financial Reconstruction (BIFR) vide Order
 dated 18th August, 2008. Through the Scheme, infusion of substantial
 funds has taken place in the Company thereby making your company
 secured debt free and which will enable the company to become more
 competitive and profitable in the yearsto come.
 
 EDAL has become the majority stakeholder in the company with a holding
 of 89.44% and therefore your company is now a subsidiary company of
 EDAL.
 
 Your Company has filed a MDRS with BIFR for merger of the company with
 Ess Dee Aluiminium Limited and the same awaits BIFR Approval.
 
 Your Company has also reopened its Hoera Plant with effect from 27th
 April, 2009 and the operations at Hoera Unit will re- commence in a
 phased manner.
 
 FINANCIAL YEAR
 
 The reporting for the current period is for 12 months i.e. from 1st
 April, 2008 to 31st March, 2009.
 
 CAPITAL RESTRUCTURING
 
 Pursuant to the scheme of rehabilitation approved by the Honble BIFR
 under Section 18 of the Sick Industrial Companies (Special Provisions)
 Act, 1985 (SICA) the Authorised Share Capital ofthe Company as on 31st
 March, 2009 stood at Rs.336,40,00,000 divided into 80,00,00,000 Equity
 shares of Re. 1/each and 256,40,000 Preference shares of Rs. 100/-
 each.
 
 During the year pursuant to the said scheme, the face value ofthe
 existing paid up Equity shares were reduced to Re. 1/- each from Rs.
 10/- each and as a result the existing paid up equity share capital was
 reduced from Rs.28,34,73,630/- to Rs.283,47,363/- and further the
 following additional new equity and preference shares were issued:
 
 (i) Issue of Equity Shares
 
 13,60,00,000 Equity Shares of Re. 1/-each.  
 
 (ii) Issue of Preference Shares
 
 (a) 0.01% Redeemable Optionally Convertible Non Cumulative Preference
 shares of 12,50,000 of Rs. 100/- each. .
 
 (b) 0.01 % Redeemable Non Convertible Non Cumulative Preference shares
 of 1,39,53,423 of Rs. 100/- each.
 
 (c) 0.01% Redeemable Non Convertible Non Cumulative Preference shares
 of 96,28,115 of Rs. 100/-each.
 
 With the issue of shares as above M/s Ess Dee Aluminium Limited has
 become majority stakeholder in the company and thereby your company has
 become a subsidiary of Ess Dee Aluminium Limited.
 
 In pursuance to the above the present paid up equity share capital
 ofthe company as on 31st March, 2009 stood at 16,43,47,363 of Re.
 I/-each and 248,31,538 Preference shares of Rs. 100/-each.
 
 DIRECTORS
 
 The following Directors of the company resigned from the Board on 19th
 of November, 2008 Mr. Sandeep Agrawal - CEO & Director
 
 Mr. R Kannan - Director
 
 Mr. Deb Bandhyopadhyay - Director
 
 In their place, the following new Directors were inducted as Additional
 Directors ofthe company with effect from 19th of November, 2008;
 
 Mr. Sudip Dutta - Chairman Mr. Soumitra N. Barari - Whole Time Director
 Mr. Gautam Mukherjee - Director Mr. Madan Mohan Jain - Director
 
 At the board meeting held on 15th January, 2009 Mr. Soumitra N. Barari
 was appointed as the Whole Time Director ofthe Company w.e.f 1st
 December, 2008 pursuant to section 269 and other applicable provisions
 ofthe Companies Act, 1956, subject to shareholders approval at the
 Annual General. Meeting ofthe company.
 
 The company has also received notices under section 257 ofthe Companies
 Act, 1956 from members ofthe company with requisite deposits signifying
 their intention to propose the appointment of Mr. Sudip Dutta, Mr.
 Soumitra N. Barari, Mr. Gautam Mukherjee t and Mr Madan Mohan Jain as
 Directors of the Company.
 
 IC1CI Bank, the then Monitoring Agency, withdrew Mr. Ashok Alladi as
 their Nominee Director from the Board of Directors of our company from
 12.01.2009. BIFR has appointed Mr.K. Raghuraman as a Special Director
 with effect from 31.03.2009.  By order dated 2nd June, 2009 BIFR has
 appointed Kotak Mahindra Bank Limited as the Monitoring Agency in place
 of ICICI Bank Limited.
 
 The above appointments/re-appointments form a part of the Notice of the
 Annual General Meeting and the resolutions are recommended for your
 approval.
 
 Profiles ofthe newly appointed Directors as required under clause 49
 ofthe Listing Agreement are given in the Notice calling the Annual
 General Meeting.
 
 CORPORATE GOVERNANCE
 
 A separate section on corporate governance as well as certificate from
 Auditors of the Company regarding compliance to Corporate Governance as
 stipulated under Clause 49 of the Listing Agreements with stock
 exchanges forms part of this Annual Report.
 
 
 AUDITORS REPORT
 
 With reference to the observations /qualifications of the Auditors in
 their report, the Board of Directors of the Company submit that the
 notes on accounts referred to in the Auditors Report are self
 explanatory and therefore do not require any further comments under
 section 217(3) of the Companies Act, 1956. ¦¦--
 
 AUDITORS
 
 M/s MP Chitale & Co, Chartered Accountants, the Statutory Auditors of
 the company retire at the conclusion of the forthcoming Annual General
 Meeting and being eligible, offer themselves for reappointment. They
 have confirmed that the reappointment,  if made, will be in accordance
 with the provisions of sub-section (IB) of section 224 of the Companies
 Act, 1956. The Audit Committee and the Board of Directors recommend
 their re-appointment at the ensuing Annual General Meeting.
 
 PUBLIC DEPOSITS
 
 The Company has not accepted any Deposits from the Public during the
 financial year 2008-09. As at 31st March, 2009 principle fixed deposit
 outstanding with the Company stood at Rs. 1.71 lacs.
 
 PARTICULARS OF TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING &
 OUTGO.
 
 Information as prescribed under Section 217( 1 )(e) of the Companies
 Act, 1956, read with the Companies (Disclosure of Particulars in the
 Report of the Board of Directors) Rules, 1988, viz., a report on the
 conservation of energy, technology absorption, foreign exchange
 earnings and outgo, is given in the Annexure A attached hereto and
 forms part of this Directors Report.
 
 PARTICULARS OF EMPLOYEES
 
 The Company has no employee whose remuneration is more than the limit
 specified in Section 217 (2A) of the Companies Act.  1956 as amended,
 read with the Companies (Particulars of Employees) Rules, 1975.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 The Directors confirm that:
 
 i) in the preparation of annual, accounts, the applicable accounting
 standards have been followed, other than those reported by the
 statutory auditors and for which appropriate disclosures have been made
 in the financial statements.
 
 ii) they have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company as at 31s! March, 2009 and of the loss of the Company for
 that period.
 
 iii) they have taken proper and sufficient care for the 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.  
 
 iv) they have prepared the annual accounts on a going concern basis.
 
 LISTING
 
 Your Companys shares have been listed with effect from 19 th June,
 2009 at The Bombay Stock Exchange. The National Stock Exchange and
 thereafter at The Calcutta Stock Exchange. The company awaits listing
 of the shares issued to the promoters of the company pursuant to
 rehabilitation scheme for which necessary application has been made .
 
 ACKNOWLEDGEMENT
 
 The Directors acknowledge the co-operation received from the employees.
 The Directors acknowledge with gratitude the co- operation and
 assistance received from the State Government, Financial Institutions,
 Banks, Shareholders and others during.the year under review.
 
                                     On behalf of the Board 
 Place: Mumbai                                  Sudip Dutta
 Date: 31 st October, 2009                        Chairman