Essdee 2010 AR

C O N T E N T S
Notice 02
Directors’ Report 09
Corporate Governance Report 23
Auditors’ Report 38
Financials - Standalone 44
Auditors’ Report – Consolidated 69
Financials – Consolidated 70
Directors’ Report – Flex Art Foil Private Limited 89
Auditors’ Report – Flex Art Foil Private Limited 93
Financials – Flex Art Foil Private Limited 96
The Sixth Annual General Meeting will be held on

Tuesday, the 14th December 2010 at 12.30 p.m.
at Hotel Miramar,
Devka Beach, Daman – 396210
Visit us at www.essdee.in
E-mail: investorservice@essdee.in
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ESS DEE ALUMINIUM LIMITED
Regd. Office: Plot No. 124-133, Panchal Udyog Nagar, Bhimpore, Daman - 396210
NOTICE
NOTICE is hereby given that the Sixth Annual General Meeting of the Members of Ess Dee Aluminium Limited
will be held at Hotel Miramar, Devka Beach, Daman-396 210 on Tuesday, the 14th December 2010, at 12.30 p.m. to
transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2010, Profit and Loss Account for the
financial year ended on 31st March 2010 duly merged with the audited statements of India Foils Limited in
accordance with the scheme of merger approved by the Hon’ble Board for Industrial and Financial Reconstruction
(BIFR) vide its order dated 30th September, 2010 and the reports of the Directors and Auditors thereon.
2. To declare a dividend.
3. To appoint a Director in place of Mr. Gautam Mukherjee, who retires by rotation and being eligible, offers
himself for re-appointment.
4. To appoint a Director in place of Mr. Sudip Dutta, who retires by rotation and being eligible offers himself for
re-appointment.
5. To appoint Auditors and to fix their remuneration and in this regard 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 224 and other applicable provisions if any, of the
Companies Act 1956, M/s. M. P. Chitale & Co., (ICAI Registration No.101851W) Chartered Accountants, the
retiring auditors be and are hereby re appointed as Statutory Auditors of the Company, to hold office from the
conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company on such
remuneration and out of pocket expenses as may be mutually agreed by them and the Board of Directors.”
SPECIAL BUSINESS
6. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT in accordance with the provisions of Section 257 and all other applicable provisions, if
any, of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof, for the time
being inforce) Mr. Rajib Mukhopadhyay, who was appointed as an Additional Director pursuant to the provisions
of Section 260 of the Companies Act, 1956 and the applicable Articles of Articles of Association of the
Company, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”
7. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309 read with Schedule XIII and other
applicable provisions of the Companies Act 1956, including any statutory modification(s) or re-enactment thereof for
the time being inforce (“the Act”) the relevant provisions of Articles of Association of the Company, approval of the
Company be and is hereby accorded to the appointment of Mr. Rajib Mukhopadhyay as Whole Time Director
designated as Director - Finance of the Company for a period of 5 years commencing from 14th January 2010
RESOLVED FURTHER THAT pursuant to the recommendation of the Remuneration Committee and
approval by the Board, Mr. Rajib Mukhopadhyay be paid gross remuneration in the range of Rs. 2,40,000/- to
Rs. 5,00,000/- per month, subject to initial remuneration of Rs. 2,41,667/- (Two Lacs Forty One Thousand Six
Hundred Sixty Seven only) per month and such increments as may be approved by the Board/Committee of
Directors from time to time.
RESOLVED FURTHER THAT the aggregate amount of remuneration payable to Mr. Rajib Mukhopadhyay
by the Company in a financial year will be subject to the ceiling laid down in Section 198, 309 and Schedule XIII
of the Act, unless approved by the Central Government.
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RESOLVED FURTHER THAT in the event of no profits or inadequate profits in any financial year Mr.
Rajib Mukhopadhyay shall be paid the remuneration drawn as minimum remuneration subject to the limits
stipulated under Schedule XIII of the Act or such amount as may be approved by the Central Government.
RESOLVED FURTHER THAT Mr. Rajib Mukhopadhyay be vested with such powers as may be entrusted
to him from time to time by the Board of Directors and he may also exercise all such powers and functions as are
prescribed under the applicable provisions of the Companies Act, 1956.
RESOLVED FURTHER if in any year Mr. Rajib Mukhopadhyay retires by rotation and is re-appointed by the
members, such appointment shall not be considered as a break in office and Mr. Rajib Mukhopadhyay shall be
deemed to continue in office during the tenure of his appointment.
RESOLVED FURTHER THAT a contract/ agreement be entered into with Mr. Rajib Mukhopadhyay and
Company and that Mr. Sudip Dutta, Chairman and Managing Director of the company be and is hereby authorised
to finalise and execute the same for and on behalf of the Company.
RESOLVED FURTHER THAT the Board of Directors which term shall include any committee of the
Board herein after referred to as the Board be and is hereby authorized to determine/increase/alter/modify/
vary from time to time the terms and conditions of remuneration of Mr. Rajib Mukhopadhyay within the ceiling
limit as approved by the Members hereto.
RESOLVED FURTHER THAT the Board be and is hereby authorized to settle any questions, difficulties or
doubts that may arise in respect of the aforesaid resolution and to do all such acts, deeds, matters and things as
it may, at its absolute discretion, deem necessary and execute all documents and writings as may be necessary to
give effect to this resolution.”
8. To consider and if thought fit, to pass with or without modification(s), the following resolution as an
Ordinary Resolution:
any, of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof for the time
being inforce) Mr. Madan Mohan Jain, who was appointed as an Additional Director pursuant to the provisions
of Section 260 of the Companies Act, 1956 and applicable Article of Articles of Association of the Company,
be and is hereby appointed as a Director of the Company liable to retire by rotation.”
9. To consider and if thought fit, to pass with or without modification, the following resolution as an
Ordinary Resolution:
being inforce) Mr. Debdeep Bhattacharya, who was appointed as an Additional Director pursuant to the
provisions of Section 260 of the Companies Act, 1956 and applicable Article of Articles of Association of the
10. To consider and, if thought fit, to pass with or without modification, the following resolution as a
Special Resolution:
applicable provisions of the Companies Act 1956 (including any statutory modification(s) or re-enactment thereof
for the time being inforce) (“the Act”) approval of the Company be and is hereby accorded to the appointment
of Mr. Debdeep Bhattacharya as a Whole Time Director of the Company for a period of 5 years commencing
from 1st August 2010.
RESOLVED FURTHER THAT pursuant to the recommendation of the Remuneration Committee and as
approved by the Board, Mr. Debdeep Bhattacharya be paid gross remuneration in the range of Rs. 2,50,000/- to
Rs. 5,00,000/- per month, subject to initial remuneration of Rs. 2,70,001- (Two Lacs Seventy Thousand and One
Only) per month and such increments as may be approved by the Board/ Committee of Directors from time to
time.
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RESOLVED FURTHER THAT the aggregate amount of remuneration payable to Mr. Debdeep Bhattacharya
by the Company in a financial year will be subject to the ceiling laid down in Sections 198, 309 and Schedule XIII
of the Act, unless approved by the Central Government.
RESOLVED FURTHER THAT in the event of no profits or inadequate profits in any financial year
Mr. Debdeep Bhattacharya shall be paid the remuneration drawn as minimum remuneration subject to the
limits stipulated under Schedule XIII of the Act or such amount as may be approved by the Central
Government.
RESOLVED FURTHER THAT Mr. Debdeep Bhattacharya be vested with such powers as may be entrusted
to him from time to time by the Board of Directors and he may also exercise all such powers and functions as are
prescribed under the applicable provisions of the Act.
RESOLVED FURTHER THAT a contract/ agreement be entered into with Mr. Debdeep Bhattacharya and
Company and that Mr. Sudip Dutta, Chairman and Managing Director of the Company be and is hereby authorised
RESOLVED FURTHER THAT the Board of Directors which term shall include any Committee of the
Board be and is hereby authorized to determine/increase/alter/modify/vary from time to time the terms of
appointment and/or remuneration of Mr. Debdeep Bhattacharya within the ceiling limit as approved by the
Members hereto.
RESOLVED FURTHER if in in any year Mr. Debdeep Bhattacharya retires by rotation and is re-appointed
by the members, such appointment shall not be considered as a break in office and Mr. Debdeep Bhattacharya
shall be deemed to continue in office during the tenure of his appointment.
RESOLVED FURTHER THAT the Board be and is hereby authorized to settle any question, difficult or
doubt that may arise in respect of the aforesaid, do all such acts, deeds, matters and things as it may, at its
absolute discretion, deem necessary and execute all documents and writings as may be necessary to give effect to
this resolution.”
11. To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary
Resolution:
being inforce) (“the Act”) Mr. Soumitra Barari, who was appointed as an Additional Director pursuant to the
provisions of Section 260 of the Companies Act, 1956 and applicable Article of Articles of Association of the
12. To consider and, if thought fit, to pass with or without modification, the following resolution as a Special
Resolution:
applicable provisions of the Companies Act 1956 (including any statutory modification(s) or re-enactment thereof
for the time being inforce) (“the Act”) approval of the Company be and is hereby accorded to the appointment
of Mr. Soumitra Barari as a Whole Time Director of the Company for a period of 5 years commencing from
30th October 2010.
RESOLVED FURTHER THAT pursuant to the recommendation of the Remuneration Committee and
approved by the Board, Mr. Soumitra Barari be paid gross remuneration in the range of Rs. 1,50,000/- to Rs.
5,00,000/- per month, subject to initial remuneration of Rs. 1,66,666-(One Lac Sixty Six Thousand Six Hundred
and Sixty Six Only) per month and such increments as may be approved by the Board/ Committee of Directors
from time to time.
RESOLVED FURTHER THAT the aggregate amount of remuneration payable to Mr. Soumitra Barari by
the Company in a financial year will be subject to the ceiling laid down in Sections 198, 309 and Schedule XIII of
the Act, unless approved by the Central Government.
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RESOLVED FURTHER THAT in the event of no profits or inadequate profits in any financial year Mr.
Soumitra Barari shall be paid the remuneration drawn as minimum remuneration subject to the limits stipulated
under Schedule XIII of the Act, or such amount as may be approved by the Central Government.
RESOLVED FURTHER THAT Mr. Soumitra Barari be vested with such powers as may be entrusted to
him from time to time by the Board of Directors and he may also exercise all such powers and functions as are
prescribed under the applicable provisions of the Act.
RESOLVED FURTHER if in in any year Mr. Soumitra Barari retires by rotation and is re-appointed by the
members, such appointment shall not be considered as a break in office and Mr. Soumitra Barari shall be deemed
to continue in office during the tenure of his appointment.
RESOLVED FURTHER THAT a contract/ agreement be entered into with Mr. Soumitra Barari and
Company and that Mr. Sudip Dutta, Chairman and Managing Director of the company be and is hereby authorised
RESOLVED FURTHER THAT the Board of Directors which term shall include any committee of the
Board be and is hereby authorized to determine/increase/alter/modify/vary from time to time the terms of
remuneration of Mr. Soumitra Barari within the ceiling limit as approved by the Members hereto
RESOLVED FURTHER THAT the Board be and is hereby authorized to settle any question, difficult or
doubt that may arise in respect of the aforesaid, do all such acts, deeds, matters and things as it may, at its
absolute discretion, deem necessary and execute all documents and writings as may be necessary to give effect to
this resolution.”
Place: Mumbai By order of the Board of Directors

Date: 30th October 2010 Sd/-
Sudip Dutta
Chairman & Managing Director
NOTES
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING

IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF
HIMSELF AND PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE PROXIES TO
BE EFFECTIVE SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE
COMPANY NOT LATER THEN 48 HOURS BEFORE THE COMMENCEMENT OF THE
MEETING.
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. The relative explanatory statement pursuant to Section 173(2) of the Companies Act 1956, setting out the
material facts in respect of the special business to be transacted under Item Nos. 6 to 12 is annexed hereto.
4. The Register of Members, Register of Beneficial Owners and Share Transfer Books of the Company will
remain closed from December 9, 2010 to December 14 2010, (both days inclusive). If the final dividend as
recommended by the Board of Directors is approved at the meeting, payment of such dividend will be made in
accordance with the law.
5. Brief resume of all the Directors who are proposed to be appointed / re-appointed, nature of their expertise in
functional area, names of the Companies in which they held directorship and memberships/chairmanships of
Board Committees, shareholding and relationship between Directors inter-se as stipulated under Clause 49 of
the Listing Agreement with the Stock Exchanges in India are provided in the Report on Corporate Governance
forming a part of Annual Report.
6. None of the Non Executive Directors proposed to be appointed/re-appointed at the ensuing Annual General
Meeting hold any equity shares in the Company as on the date of Notice.
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7. Members are requested to:
a) complete the attendance slip and deliver the same at the entrance of the meeting hall.
b) bring their copies of the Annual Report at the time of attending the Annual General Meeting.
c) send their questions if any, at least 10 days before the Annual General Meeting about any further information
on accounts so as to enable the Company to prepare for answering satisfactorily.
d) send to the Registrars their ECS Bank Mandate Form, to ensure safe and prompt receipt of dividend. This
is to avoid fraudulent encashment of warrants.
8. Members who hold their shares in dematerialised form may kindly note that their Bank Account details, as
furnished by their Depository Participants to the Company, will be printed on their dividend warrants as per the
applicable regulations of the Depositories. Members who wish to change such Bank Account details are requested
to advise their Depository Participants about such changes with complete details of the Bank Account.
9. A proxy shall not vote except on a poll.
10. Only bonafide members of the Company whose names appear on the Register of Members/Proxy holders in
possession of valid attendance slips duly filled and signed will be permitted to attend the meeting. Members
holding shares in dematerialized form are requested to write their Client ID and DP ID numbers and those who
hold shares in physical form are requested to write their Folio Number in the Attendance Slip.
ANNEXURE TO NOTICE
EXPLANATORY STATEMENT TO SPECIAL BUSINESS PURSUANT TO SECTION 173(2) OF THE
COMPANIES ACT, 1956
Item Nos. 6 & 7
The Board of Directors of the Company (the Board) through circular resolution passed on January 14, 2010 appointed
Mr. Rajib Mukhopadhya as an additional director pursuant to the provisions of Section 260 of the Companies Act,
1956 (the Act) read with the Articles of Association of the Company.
In terms of the provisions of Section 260 of the Act, Mr. Rajib Mukhopadhyay 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 of Rs. 500/- proposing the candidature of Mr. Rajib Mukhopadhyay for the office of director of the
Company pursuant to the provisions of Section 257 of the Act.
Mr. Rajib Mukhopadhyay is not disqualified from being appointed as director in terms of Section 274(1)(g) of the
Act. The Company has received the requisite Form DDA from Mr. Rajib Mukhopadhyay in terms of the Companies
(Disqualification of Directors under Section 274(1)(g) of the Companies Act, 1956) Rules, 2003, confirming his
eligibility for such appointment.
Further, the Board also appointed, subject to the approval of Members, Mr. Rajib Mukhopadhyay as Director
Finance of the Company for a period of five years with effect from January 14, 2010.
It is proposed to seek Members’ approval for the appointment of and remuneration payable to Mr. Rajib
Mukhopadhyay as Whole time Director, in terms of the applicable provisions of the Act.
Broad particulars of the terms of appointment of and remuneration payable to Mr. Rajib Mukhopadhyay are as
under:
Remuneration:
Gross remuneration in the range of Rs. 2,40,000/- to Rs. 5,00,000/- per month, subject to initial remuneration of
Rs.2,41,667/- (Two Lacs Forty One Thousand Six Hundred And Sixty Seven Only)per month and such increments
as may be approved by the Board/ Committee of Directors from time to time.
Mr. Rajib Mukhopadhyay satisfies all the conditions set out in Part I of Schedule XIII of the Act for being eligible for
the appointment.
The above may be treated as an abstract of the terms of appointment of Mr. Rajib Mukhopadhyay under Section
302 of the Act.
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Mr. Rajib Mukhopadhyay, is interested in the resolutions as it pertains to his appointment and remuneration.
None of the other directors are concerned or interested in the Resolutions.
The Board recommends the Resolutions as set out at Item No. 6 & 7 of the Notice for your approval.
Item No. 8
The Board of Directors of the Company (the Board) through circular resolution passed on January 14, 2010
appointed Mr. Madan Mohan Jain as an additional director pursuant to the provision of Section 260 of the Companies
Act, 1956 (the Act) read with the Articles of Association of the Company.
In terms of the provision of Section 260 of the Act, Mr. Madan Mohan Jain would hold office upto the date of
deposit of Rs. 500/- proposing the candidature of Mr. Madan Mohan Jain for the office of director of the Company
pursuant to the provisions of Section 257 of the Act.
Mr. Madan Mohan Jain is not disqualified from being appointed as director in terms of Section 274(1)(g) of the Act.
The Company has received the requisite Form DDA from Mr. Madan Mohan Jain in terms of the Companies
None of the directors except Mr. Madan Mohan Jain is concerned or interested in the resolution.
The Board recommends the Resolution as set out at Item No. 8 of the Notice for your approval.
Item Nos. 9 & 10.
The Board of Directors of the Company (the Board) through circular resolution passed on August 1, 2010 appointed
Mr. Debdeep Bhattacharya as an additional director pursuant to the provision of Section 260 of the Companies Act,
1956 (the Act) read with the Articles of Association of the Company.
In terms of the provision of Section 260 of the Act, Mr. Debdeep Bhattacharya would hold office upto the date of
deposit of Rs. 500/- proposing the candidature of Mr. Debdeep Bhattacharya for the office of director of the
Company under the provision of Section 257 of the Act.
Mr. Debdeep Bhattacharya is not disqualified from being appointed as director in terms of Section 274(1)(g) of the
Act. The Company has received the requisite Form DDA from Mr. Debdeep Bhattacharya in terms of the Companies
Further, the Board also appointed, subject to the approval of Members, Mr. Debdeep Bhattacharya as Whole time
Director of the Company for a period of five years with effect from August 1, 2010
It is proposed to seek Members’ approval for the appointment of and remuneration payable to Mr. Debdeep
Bhattacharya as Whole time Director, in terms of the applicable provisions of the Act.
Broad particulars of the terms of appointment of and remuneration payable to Mr. Debdeep Bhattacharya are as under:
Remuneration:
Gross remuneration in the range of Rs. 2,50,000/- to Rs. 5,00,000/- per month, subject to initial remuneration of
Rs. 2,70,001/- (Two Lacs Seventy Thousand And One Only) per month and such increments as may be approved by
the Board/ Committee of Directors from time to time.
Mr. Debdeep Bhattacharya satisfies all the conditions set out in Part I of Schedule XIII of the Act for being eligible
for the appointment.
The above may be treated as an abstract of the terms of appointment of Mr. Debdeep Bhattacharya under Section
302 of the Act.
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Mr. Debdeep Bhattacharya, is interested in the resolutions as it deals with his appointment and remuneration.

The Board recommends the Resolutions as set out at Item Nos. 9 & 10 of the Notice for your approval.
Item Nos. 11 & 12.
The Board of Directors of the Company (the Board) at its meeting held on October 30, 2010 appointed
Mr. Soumitra Barari as an Additional Director pursuant to the provision of Section 260 of the Companies Act, 1956
(the Act) read with the Articles of Association of the Company.
In terms of the provision of Section 260 of the Act, Mr. Soumitra Barari 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 of Rs. 500/- proposing the candidature of Mr. Soumitra Barari for the office of director of the Company
under the provision of Section 257 of the Act.
Mr. Soumitra Barari is not disqualified from being appointed as director in terms of Section 274(1)(g) of the Act.
The Company has received the requisite Form DDA from Mr. Soumitra Barari in terms of the Companies
Further, the Board also appointed, subject to the approval of Members, Mr. Soumitra Barari as Whole time Director
of the Company for a period of five years with effect from October 30, 2010
It is proposed to seek Members’ approval for the appointment of and remuneration payable to Mr. Soumitra Barari
as Whole time Director, in terms of the applicable provisions of the Act.
Broad particulars of the terms of appointment of and remuneration payable to Mr. Soumitra Barari are as under:
Remuneration:
Gross remuneration in the range of Rs.1,50,000/- to Rs. 5,00,000/- per month, subject to initial remuneration of
Rs.1,66,666/- (One Lac Sixty Six Thousand Six Hundred and Sixty Six Only) per month and such increments as may
be approved by the Board/Committee of Directors from time to time.
Mr. Soumitra Barari satisfies all the conditions set out in Part I of Schedule XIII of the Act for being eligible for the
appointment.
The above may be treated as an abstract of the terms of appointment of Mr. Soumitra Barari under Section 302 of
the Act.
Mr. Soumitra Barari, is interested in the resolutions as it deals with his appointment and remuneration.
The Board recommends the Resolutions as set out at Item Nos. 11 & 12 of the Notice for your approval.
Place: Mumbai By order of the Board of Directors

Sudip Dutta
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DIRECTORS’ REPORT
To the Members,
Your Directors are pleased to present the Sixth Annual Report together with the Audited Statements of Accounts
for the year ended 31st March 2010.
FINANCIAL RESULTS
The financial highlights of the year are:
(Rs in lacs)
Particulars Consolidated Standalone
Fiscal 2010 Fiscal 2009 Fiscal 2010 Fiscal 2009
Total Income 60,405.58 45,592.61 55,487.07 40,582.92
Profit before Interest, Depreciation and Tax 17,321.64 1,158.81 15,486.75 10,690.32
Less Interest 1,996.83 1,532.43 1,662.36 1,146.37
Less Depreciation 1,741.22 1,038.12 1,665.64 520.65
Profit before Tax 13,583.59 (1,411.74) 12,158.75 9,023.30
Less Provision for Taxation (5,744.51) 2,564.87 (6,033.92) 2,377.51
Profit after Tax 19,328.10 (3,976.61) 18,192.67 6,645.79
Loss After Tax for FY 2008-09 of IFL (14,881.66) - (14,881.66) -
Balance of P&L of IFL (Net of Adj. of Merger) (13,527.90) - (13,527.90) -
Profit after Tax before minority Interest (9,081.46) (3,976.61) (10,216.89) 6,645.79
Less Minority Interest - (1,577.39) - -
Net Profit after Tax (9,081.46) (2,399.22) (10,216.89) 6,645.79
Add Balance brought forward 14,664.03 5,151.80 12,139.60 6,804.88
Profit available for Appropriation 5,582.57 2,752.58 1,922.71 13,450.67
Appropriation:
General Reserve 1,000.00 660.00 1000.00 660.00
Proposed Dividend 640.96 556.50 640.96 556.50
Dividend Distribution Tax 106.40 94.58 106.40 94.58
Excess provision of Wealth Tax 0.31 - - -
Balance carried Forward to the next year 3,838.52 1,441.50 175.35 12,139.59
Earning Per Share (Rs.) Basic 15.98 (14.29) 11.90 23.88
Earning Per Share (Rs.) Diluted 14.63 (14.29) 10.90 23.88
The Hon’ble Board for Industrial and Financial Reconstruction (BIFR) vide its order dt 30th September, 2010 approved
the merger of India Foils Ltd, a subsidiary of the Company with the Company w.e.f 1st April, 2008. The Board at its
meeting held on 30th October, 2010 reopened the accounts for the year ended 31st March, 2010, which were approved
at its meeting held on 26th May, 2010 and approved the merged financials for the year ended 31st March, 2010.
Consequently, the Standalone financials provided for the Fiscal 2010 comprises the merged accounts of India Foils
Limited with the Company and the consolidated financials comprises the financials of the subsidiary company Flex
Art Foil Private Ltd. Therefore, the figures for the previous year ended on 31st March, 2009 furnished on a standalone
as well as consolidated basis are not comparable.
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PERFORMANCE REVIEW
Your Company has recorded a significant growth in its performance. Total Income grew to Rs. 55,487.07 lacs,
registering 36.73 % growth of over previous year income of Rs. 40,582.92 lacs. Profit after Tax before adjustments
improved by 173.74 % to Rs. 18192.67 lacs in the current year compared to Rs. 6645.79 lacs in the previous year. This
growth has been possible primarily due to a combination of factors like repeat orders and client additions supported
by capacity expansion.
DIVIDEND
Your Directors are pleased to recommend a dividend of 20 % (Rs. 2/- per equity share of Rs. 10/- each) for the year
ended 31st March 2010 on the equity share capital of Rs. 32.05 crores, entailing an outgo of Rs. 640.96 lacs subject
to approval by the members at the ensuing Annual General Meeting. This is exclusive of dividend distribution tax
which will involve an outlay of Rs. 106.40 lacs and will be borne by the company. The proposed dividend, if declared
at the ensuing Annual General Meeting, will be paid to those Equity Shareholders whose names appear in the
Register of Members as on the book closure date.
The dividend proposed for the current financial year is indicative of the dividend payout policy of the Company to
pay sustainable dividend linked to the consistent performance.
The register of members and share transfer books will remain closed from 9th December 2010 to 14th December,
2010 both days inclusive. The Annual General Meeting of the Company has been convened on 14th December, 2010
at Daman.
TRANSFER TO RESERVES:
The Company proposes to transfer Rs. 1000 lacs (Previous year Rs. 660.00 lacs) to the General Reserve out of the
amount available for appropriations and an amount of Rs. 175.35 lacs (Previous year Rs. 12139.59 lacs) has been
proposed to be retained in the Profit and Loss Account.
SHARE CAPITAL
st
The paid up share capital of the Company as on 31 March, 2010 was Rs. 278,247,650/- divided into 27824765
th
shares of Rs. 10/- each. Further on 7 July, 2010 Company issued 16,64,000 equity shares of Rs. 10/- each at
premium of Rs. 507.03 per share to Qualified Institutional Buyers through Qualified Institutional Placement (“QIP”)
under Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 (the “SEBI Regulations”) raising around Rs. 8603.38 Lacs which the Company intends to use in
accordance with the provisions of the applicable laws and regulations for all or any of the following : expansion of
the existing aluminium foils mills, for addition of flexible and pharmaceutical printing process lines, to cater to the
long term working capital and capital expenditure requirement of our Company and its subsidiaries, for future
acquisition, for investments in its subsidiaries, other general corporate purposes and for such other uses that may be
permissible under applicable statutory and/or regulatory requirements.
In accordance with the decision of our Board of Directors and as permissible under applicable laws and government
policies, our management will have flexibility in deploying the proceeds through QIP. Pending utilization for the
purpose described above, it is intended to temporarily invest funds in interest or dividend bearing liquid and credit
worthy instruments including money market mutual funds and term deposits with banks or financial institutions.
Such investments would be in accordance with the approvals received from the Board from time to time.
The Hon’ble Board for Industrial and Financial Reconstruction (BIFR) vide its Order dated 30th September, 2010
approved the merger of M/s. India Foils Limited with the Company w.e.f. 1st April, 2008 in terms of the Modified
Draft Rehabilitation Scheme.
th
In terms of the Share Exchange Ratio sanctioned by the BIFR, the Company at its Board Meeting held on 30
October, 2010 has allotted 25,59,046 Equity Shares to the shareholders of M/s India Foils Limited (Transferor
Company) as ascertained on the Record date i.e. 26th October, 2010. The said equity shares rank pari passu with the
existing Equity Shares in all respects including dividend.
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As on the date of this Report, the outstanding issued, subscribed & paid up capital of the Company is Rs. 320,478,110/-
comprising of 32,047,811 Equity Shares of Rs. 10/- each.
PUBLIC DEPOSIT
Your Company has not accepted any fixed deposit from the public and as such, no amount of principal or interest
was outstanding as of the Balance Sheet date
OPERATIONS
Your Company operates in a single segment i.e. Advanced Packaging Solutions.
The company’s installed foil rolling mill capacity is currently at 37,000 tons in a year. The PVC unit continued with
stable operations and the coating and laminating unit worked at full capacity during the year.
KEY DEVELOPMENTS
Pursuant to the direction of the Hon’ble Board for Industrial & Financial Reconstruction (BIFR) at the proceedings
dated May 21, 2009, the Monitoring Agency, viz: Kotak Mahindra Bank Ltd., filed a Modified Draft Rehabilitation
Scheme (MDRS) with the Hon’ble BIFR on June 30, 2009, interalia proposing merger of India Foils Ltd (IFL) with
the Company effective from 1st April, 2008.
Pursuant to section 19(2) read with section 19(1) of the Sick Industrial Companies (Special Provisions) Act, 1985(SICA)
the BIFR approved for circulation the Modified Draft Rehabilitation Scheme (MDRS) .The objections/suggestions
to MDRS was circulated vide BIFR order dated 01.01.2010 and thereafter mandatory hearings were held on 13.03.2010,
05.04.2010, 18.06.2010, 01.07.2010 and 12.08.2010. Having considered the submissions made /suggestions received
during these hearings and the subsequent communications received from the company and the Monitoring agency,
BIFR noted that all parties concerned had given their consent under Section 19(2) of SICA .Accordingly , BIFR in
exercise of its powers under Section 18(5) read with Section 19(3) of SICA sanctioned the MDRS, which includes
merger of IFL with the company ,vide its order dated September 30, 2010. The order was received by the company
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on 9 October 2010. In accordance with the MDRS the merger is effective from the appointed date i.e. 1st April,
2008.
CONSEQUENT TO THE MERGER

Doubling the foil rolling installed capacity:
IFL has a installed aluminium rolling capacity of 19,000 MTPA which will result into the double of the installed
capacity of the Company from 18000 MTPA to 37000 MTPA.
Lifting of work suspension in IFL Hoera unit:
IFL Horea unit which has a aluminium foil rolling capacity of 8000 MTPA was having work suspension since 2004.
We have lifted the work suspension in Hoera unit on June 28, 2009 and the unit started the commercial production
in a planned phased manner
Up gradation of India Foils equipment and technology:
We are constantly putting in our efforts to upgrade the technology and equipment functioning at manufacturing
locations of India Foils division . New technologies are being developed for the various processes of manufacturing
packaging products in IFL units. In the previous fiscal year we have devoted our resources to bring a consistent
improvement in IFL plants and we intend to continue upgrading our technology in the future in the field of product
development and merchandising to keep ourselves competitive and efficient.
11
Long term agreement signed with Kamarhati Labour Union excluding restrictive work practices:
We have signed a Memorandum of Settlement with the labour union in Kamarhati plant of IFL. This memorandum
of settlement is targeted to steer IFL to a profitable organization from a loss making scenario and to make it a
sustainable growth oriented company.
Launching of Anti-counterfeit solution
In order to provide comprehensive and innovative packaging solutions to our customers, we focus on research and
development of new products and solutions. For e.g. we are working very closely with pharmaceutical companies
to combat the problem of counterfeiting by way of offering them innovative solutions like AKINTO-security
printing of currency notes, printing of 3-dimensional holograms, invisible inks, registered diagrams, multi-coloured
designs which also helps to create a marked difference for the customers and provide distinct brand identification
for the end customers.
On September 12, 2010 Our Hoera plant was formally inaugurated by Honorable Shree Pranab Mukherjee, Union
Finance Minister
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREGING EXCHANGE
EARNING AND OUTGO
The particulars as prescribed under Sub-section (1)(e) of Section 217 of the Companies Act, 1956, read with the
Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, are set out in the
annexure to this report as Annexure ‘A’.
PARTICULARS OF EMPLOYEES
Statement of particulars of employees as required by the provisions of section 217(2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules 1975, as amended and forming part of the Directors’
Report is annexed as Annexure ‘B’.
SUBSIDIARY
As on 31st March, 2010 Flex Art Foil Private Limited (FAFPL) and India Foils Limited (IFL) were the subsidiary
companies of the Company. However, consequent to the sanctioning of the Modified Draft Rehabilitation Scheme
by BIFR vide its Order dated September 30, 2010, IFL stood merged with the Company with effect from ap-
pointed dated i.e. 1st April, 2008.
Particulars of subsidiary is as follows:
Our Subsidiary, FAFPL was incorporated on August 31, 2005. Post Acquisition of 100% stake in March 2006,
FAFPL became the wholly owned Subsidiary of our Company which provides facilities for printing of aluminium
blister and poly to pharmaceutical companies for their packaging solutions at various locations across the country.
With the introduction of new products and spurt in the number of registered DMFs (Drug Master File), service
vis a vis lead times have assumed primary importance. The aluminium foil based packaging products manufactured
by our Company is used as raw materials by FAFPL. Presently, FAFPL is carrying on its operations from Corlim in
Goa, Vasai in Maharashtra, Daman, Baddi in Himachal Pradesh and Bardang in Sikkim.The Company with its
unique ‘Hub and Spoke’ model is catering to the pharmaceutical industry as a strategic partner to their growth. The
Compan had set up a unit in Sikkim to further augment its aluminium foil printing capacity.
12
Brief financials of the subsidiary for the financial year ended 31st March 2010 is as follows:
(Rs in lacs)
Particulars Year Ended Year Ended
31.03.2010 31.03.2009
Sales (net of excise duty) & Other Income 9,002.67 8,887.39
Profit before Depreciation & Tax 1,549.30 1,470.36
Less Depreciation 75.57 58.20
Profit after depreciation before tax (PBT) 1,473.73 1,412.16
Provision for Taxation 289.42 185.63
Net Profit available for Appropriation(PAT) 1,184.31 1,226.53
The annual report of the subsidiary company is attached to the report.

Requisite statement pursuant to section 212 of the Companies Act, 1956, is also attached herewith as ‘Annexure C’.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the attached consolidated financial
statements have been prepared in accordance with Accounting Standard AS-21 on Consolidated Financial Statements
read with Accounting Standard AS-23 on Accounting for Investments in Associates.
PERSONNEL & INDUSTRIAL RELATIONS
The Industrial relations continue to be peaceful and cordial. A Memorandum of Settlement was signed with the
labour union in Kamarhati plant.
Our employees are critical to the success of the Company. We have set up a scalable recruitment and resource
management process which enables us to attract and retain talent. The focus is on increasing the efficiency and
effectiveness of the employees and thereby contributing to the organizational effectiveness.
We strongly believe that trained and motivated people determine the future growth of the Company. Your Company
endeavors to attract and recruit best possible talent and considers the quality of its human resources to be most
important.
Employee Safety
Employee safety is of paramount importance for the Company. All the executives in the Company have a personal
objective of ensuring a safe working environment for its employees. The safety performance is analyzed in all
important forums.
The Company and its Management value the dedication of its employees and acknowledge their contribution in
attaining short and long term goals of the Company. The Company has been encouraging employees by providing
better working environment and opportunities.
The Board wishes to place on record its sincere appreciation of the dedicated efforts of all employees in advancing
the Company’s vision and strategy to deliver a record performance.
DIRECTORS
In terms of Articles 169 and 171 of the Articles of Association of the Company Mr. Sudip Dutta and Mr. Gautam
Mukherjee, Directors of the Company, retire by rotation and being eligible, offer themselves for reappointment at
the ensuing Annual General Meeting.
Mr. Prasenjit Datta, Whole time director of the Company tendered his resignation and the same was accepted by the
Board w.e.f. 31.07.2010 and Mr. Shankar Kamble, Non Executive Director of the Company tendered his resignation
and the same was accepted by the Board w.e.f. 30.10.2010 The Board places on record its appreciation for the
valuable services rendered by Mr. Prasenjit Datta and Mr. Shankar Kamble during their tenure as Directors of the
Company.
13
On 14.01.2010 the Board of Directors through circular resolution appointed Mr. Rajib Mukhopadhyay as Whole
time director - Finance and Mr. Madan Mohan Jain as an independent Director. On 01.08.2010 the Board of Directors
through circular resolution appointed Mr. Debdeep Bhattacharya as Whole time Director. On 30.10.2010 the Board
appointed Mr. Soumitra Barari as Whole time Director.
The Company has received notices under Section 257 of the Companies Act, 1956 from the members of the
Company with requisite deposit signifying their intention to propose Mr. Rajib Mukhopadhyay, Mr. Madan Mohan
Jain, Mr. Debdeep Bhattacharya and Mr. Soumitra Barari as Directors of the Company.
The above appointments/re-appointment forms part of the notice convening the Annual General Meeting and the
resolutions are recommended for your approval.
Brief resume of the Directors proposed to be appointed and re-appointed, nature of their expertise in specific
functional areas and names of companies in which they hold Directorships and Memberships/Chairmanships of
Board Committees, as stipulated in Clause 49 of the Listing agreement with the stock exchanges are part of Corporate
Governance Report.
Your Directors express their profound grief on the untimely sudden demise of Mr. K Narayana Mayya, Company
Secretary and Compliance Officer of the Company on September 13, 2010.
CORPORATE GOVERNANCE
The Company has been in compliance with all the mandatory conditions of Corporate Governance as stipulated
under clause 49 of the Listing Agreements with Stock Exchanges.
The detailed Report on Corporate Governance in terms of Clause 49 of the Listing Agreement forms part of the
Annual Report.
The Chairman and Managing Director’s declaration regarding compliance with Company’s Code of Conduct for
Directors and Senior Management personnel and a certificate of the Auditors thereon forms part of report on
Corporate Governance of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the year under
review, the Directors hereby confirm that:
I) In the preparation of the annual accounts, the applicable accounting standards had been followed;
II) Appropriate accounting policies have been selected and applied consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for that year;
III) Proper and sufficient care for maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities have been taken to the best of their knowledge and ability;
IV) The Annual Accounts have been prepared on a “going concern basis”.
The Company is in compliance with various accounting and financial reporting requirements in respect of the
financial statements for the year under review.
MANAGEMENT DISCUSSION & ANALYSIS
INDUSTRY STRUCTURE AND DEVELOPMENT, OUTLOOK
Aluminium Foil Packaging Industry
Aluminium foil, which is very commonly used in the packaging industry, is a continuous web of aluminium metal
rolled to thickness ranging from 6 microns to a maximum of 64 microns. Foil is available in many forms like light,
hard, soft (annealed), lubricated, non-lubricated, plain, coated, coloured, printed, embossed and laminated to a variety
of paper, polythene and synthetic films.
14
Aluminium foil inherits all the important characteristics from aluminium, which is why aluminium is a preferred
metal for manufacturing packaging foils.like good formability, odourless and tasteless, excellent printability and
Impermeability and non-absorptive to water, grease, oil and light. Aluminium packaging would rank higher than
most other packaging materials, like paper or glass with very low MVTR and MTR values. Because of all these
reasons, aluminium packaging material is the preferred material for packaging in the Pharmaceutical and Food &
FMCG sectors
Pharmaceutical industry is one of the major end-users of aluminium foils. The global pharmaceuticals market is
about USD 773 billion in size. North America, Europe and Japan jointly account for 82% of the audited and
unaudited drug sales (Source: IMS Health, Industry Research).
The Indian Pharmaceutical Industry ranks 14th in the global league table, with sales of almost USD 19 billion in
March 2009 (Source: Department of Pharmaceuticals, Third Round Up of Developments in the Pharmaceutical
Sector – July, 2009). It is expected to rise to USD 50 million by 2020, climbing to be one of the industry’s top 10
markets (Source: Industry Research). Key triggers for this growth are the expanding economy and increasing per
capita GDP, amongst others.
Indian pharmaceutical industry has witnessed average annual growth of about 14% during the past three years
(Source: Industry Research). Indian pharmaceutical industry is expected to sustain average annual growth of 12-14% in
the long term (Source: Industry Research). This is expected to drive demand for aluminium foils
The Indian processed food industry size is estimated at Rs. 2,800 billion; including Rs. 1,000 billion of value added
products (Source: Ministry of Food Processing Industries, Government of India). The Indian processed food industry is
expected to witness a healthy annual growth in the long term. This is expected to drive demand for aluminium foils.
The company derives the demand for its products mainly from the pharmaceutical and FMCG industry. The role of
packaging is paramount here as the packaging is directly in touch with the medicines and requires extremely high
quality and standards to be maintained. The company has forayed into the FMCG and retail space. Here the role of
packaging is multi- dimensional as it not only produces the products but also enhances its brand recall and gives it a
unique identity. With increased investments from private players the organized retail segment is expected to grow.
The aluminium consumption in the packaging is driver primarily by growing application in personal care products
(FMCG) Pharmaceuticals formulation and processed foods. Growing consumption followed by sharp rise in income
levels of, growing middle class, changing Indian demographic and advent of organized market will the Company’s
growth strategy.
OPERATIONS
Your Company operates in single segment i.e Advanced Packaging Solutions.
The company’s foil rolling mill expanded capacity was at 37000 tons during the year. The PVC unit continued with
stable operations and the Coating and laminating unit worked at full capacity during the year.
With core competency in aluminium packaging, your company has extended its product portfolio to include specialized
packaging for the food and FMCG sectors. Your company has established itself as a leading supplier of primary
packaging materials and as a specialist in providing tailor made aluminium foil based flexible packaging laminates and
PVC & PVDC coated PVC based thermoforming solutions. Resultantly, your company is first in India to manufacture
dedicated high-end pharma packaging products like cold form blister and child-resistant blister packaging. The
quality of your company’s product portfolio has been significantly enhanced by sophisticated and technologically
advanced products. The new pharmaceutical applications include cold form blister packs, oral rehydration salts,
PVDC-coated PVC, child resistant packs, cough lozenges, and anti-TB combo packs.
Your company has also established presence in the prophylactics segment and has been entrusted with the task of
providing specialized aluminium foil based laminates for large contraceptive brands. Our facility at Daman has been
approved by contraceptive manufacturing companies like TTK and Hindustan Latex.
The plant in Daman also offers cost-effective aluminium foil based laminates to the food and FMCG sectors. Many
products that we intend to make are import substitutes and will facilitate usage expansion.
15
India is passing through an economic growth phase and resultantly witnessing the opening up of retail chains across
the country and consequent demand for increased packaging requirements. Aluminium foil remains best suited for
products requiring longer shelf life and preservation of properties.
The pharmaceutical companies are faced with the threat of counterfeit packaging solution from the spurious suppliers.
Your company has been endeavoring to provide innovative packaging solutions to pharmaceutical companies to
thwart the menace of spurious drugs.
Aluminium sheet is the major raw material which is imported from GARMCO, Bahrain. Company enjoys very
cordial relationship with the supplier having bagged the “best customer award” for two consecutive years.
STRENGTHS:
• State of Art manufacturing and R&D facility
• Strategic plant location facilitating PAN India presence.
• Market leader in the organized segment
• Derisked business with diverse and innovative products catering to different segments
• Reputed client base
OPPORTUNITIES
• The Indian packaging Industry currently estimated at US $ 14 billion is growing at 14-15% annually
• Organised retail market segment is expected to grow at the rate of 30-35% in the next 3-4 years
• The food and grocery segment is grossly underrepresented and offers strong growth potential in the coming
year
• FMCG segment is aligning its products with special emphasis on packaging to build brand equity and good
recall value.
• Strong growth opportunities in china and other world markets.
• India to involve into fast growing pharmaceutical packaging markets especially in area of generic ethical
drug
• The Indian and global markets are bullish and offers significant opportunities for capital infusion to fund
capex need.
RISKS & CONCERNS:
The major risks and concerns attributed to the performance of the Company are:
1. Increase in aluminium prices may have a negative impact on our financial performance.
Aluminium foil stock (Aluminium Sheets) is the primary raw material for our packaging products. Purchases
of aluminium foil stock accounted for around 44.63% of our sales and 56.10% of our total cost in Fiscal
2010. Costs of procuring Aluminium foil stock forms a significant portion of our raw material costs.
Numerous factors, most of which are beyond our control, drive the cycles of the aluminium industry and
influence aluminium prices. Some of these factors include general economic conditions, availability and ease
of access to bauxite mines, worldwide production capacity, capacity-utilization rates, fuel prices, a slowdown
in basic manufacturing industries, import duties and other trade restrictions and currency exchange rates. If
there is an upward movement in the prices of Aluminium, this would increase our cost of raw materials and
hence increase our cost of manufacturing.
We do not enter into any price contracts with our supplier of raw materials; hence, we have to bear the effect
of any changes in Aluminium prices.
2. Our Company relies on GARMCO, our single-largest supplier of our primary raw material viz.
aluminium foil stock and will continue to rely in the near future.
Our Company is dependent on GARMCO, Bahrain for supplies of its basic raw material viz. aluminium foil
stock. Currently, we do not have any agreement with GARMCO. While we believe that we can find additional
vendors to supply raw materials, any failure of our existing supplier to deliver these raw materials in the
16
desired quantities or to adhere to delivery schedules or specified quality standards and technical specifications
would adversely affect our production schedule and our ability to deliver orders on time and at the desired
level of quality.
3. Majority of our orders are short term and fixed price contracts.
Our product profile and the industry segment which we cater to facilitate only short term contracts. The
supply contracts which we enter into with our customers are usually for a short term, more often catering to
a particular batch of products produced by the customers. This does not facilitate a long term visibility of
revenues. Further, most of our contracts are fixed price contracts, whereby we do not have the provision to
change the sale price of our products during the tenure of the contract.
4. Our business is significantly dependent on pharmaceutical, food and FMCG sector.
Our Company primarily caters to the packaging requirements of pharmaceutical, food and FMCG sectors.
As a result, any negative impact on pharmaceutical, food and FMCG sectors may adversely impact demand
for our products. The earnings growth and future prospects of our customers engaged in the aforesaid
industries in India and abroad, will have an impact on our ability to generate sales. Any adverse impact on
Indian economy specifically in relation to the aforesaid industries or the aluminium foil industry will have an
impact on our performance and results of operations.
The Company has always been sensitive to risks associated with its business and has evolved decisive response
systems. Our business models have built in process for identifying and mitigating risks coupled with adequate internal
controls and audit processes.
INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
Your company has an 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. This internal controls testing, forms the basis of CFO certificates under clause 49. 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 your 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 Auditors of the company retire at the conclusion of the ensuing
Annual General Meeting and being eligible, offer themselves for re-appointment. They have confirmed that the re-
appointment, if made, will be in accordance with the provisions of sub-section (1B) of section 224 of the Companies
Act, 1956.
There are no qualifications in the Auditors report and the Notes on Annual Accounts referred to in the Auditors
Report are self-explanatory and therefore do not call for any further comments.
TRANSFER OF UNPAID / UNCLAIMED AMOUNTS TO INVESTOR EDUCATION PROECTION
FUND (IEPF)
During the year there were no amounts which remained unpaid / unclaimed for a period of 7 years and which were
required to be transferred by the Company to the Investor Education and Protection Fund established by the Central
Government pursuant to Section 205C of the Companies Act, 1956.
AWARDS AND ACHIEVEMENTS:
Our Company/Promoter has received the following awards:
• CFBP (Council for fair business practices) Jamnalal Bajaj Uchit Vyavahar Puraskar- 2009 for Fair Business
Practices;
• Excellence Award (2009) by Institute of Economic Studies;
17
INTELLECTUAL PROPERTY
Our Company and our subsidiary are owners of several trademarks namely “Ess Dee” “Flex Art” and “IFL”
registered under various classes of trademarks. Our Company has also made applications to the Trade Mark Registry,
Mumbai for registration of our trademark “Ess Dee” under class 40. Similarly, our subsidiary FAFPL has made
applications for registration of its trademark “Flex Art” under class 2, 17 and 40. The said applications are pending
before the Trade Mark Registry.
RECONCILIATION OF SHARE CAPITAL AUDIT
In compliance of circular no. D&CC/FITTC/CIR-16/2002 dated 31st December, 2002 further amended by circular
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no CIR/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 within the due dates.
CAUTIONARY STATEMENT
Statements in this report, particularly those which relate to Management Discussion and Analysis, describing the Company’s objective,
projections, estimates and expectations may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations.
Forward looking Statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that
these assumptions and expectations are accurate or will be realized. The Company’s actual results, performance or achievements might
differ materially from those either expressed or implied herein.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory and Government
authorities and stock exchanges for their continued support and co-operation. The Directors also wish to place on
record their appreciation of the contribution made by business partners / associates at all levels.
Your Directors also take this opportunity to acknowledge the dedicated efforts made by workers, staff and officers
at all levels for their contribution to success of the Company.
Place: Mumbai For and on behalf of the Board of Directors

Sudip Dutta
18
Annexure ‘A’ to Directors’ Report
Information under section 217(1)(e) of the Companies Act 1956 read with 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. Energy conservation
measures taken by the Company have resulted in gradual savings.
Total energy consumption and energy conservation per unit is as under:
Current Year Previous Year
2009-10 2008-09
A Power & Fuel Consumption
1 Electricity
a) Purchased
Units (KWH) 25079502 12220095
Total Amount (Rs.) 74958291 53888748
Rate/Unit(Rs.) 2.99 4.41
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. 1323882 315094
Total Cost (Rs.) 35724562 9798298
Average Rate 26.98 31.10
Rolling Oil
Quantity in Ltrs. 325608 220756
Total amount (Rs.) 21543385 15881158
Average rate 66.16 71.94
B Consumption per unit of production

Electricity (unit) 1051.09 808.80
Coal (MT) — —
Furnace Oil (Ltrs) 55.48 136.21
Rolling Oil (Ltrs) 13.64 14.61
19
II TECHNOLOGY ABSORPTION
(A) Research and Development (R & D)
1. Specific areas in which R & D is carried out by the Company:
(a) Your company has one of the best R&D facilities at Daman. The prototype testing of various
laminates both within pharma as well as food and FMCG sectors are carried out.
(b) Quality improvement of major raw material through structural design of experiments.
(c) Established cost effective substitutes of various HSL lacquers.
(d) Developed and established new vendors for raw materials like ink, poly film and paper.
2. Benefits derived as a result of the above R&D:
(a) Your Company is first company in India to manufacture high-end pharma packaging products like
cold form blister foil, child resistant blister, etc.
(b) In the contraceptive segment, your company has secured major orders from leading companies.
(c) Your company is the first aluminium foil based packaging company in this part of Asia to declare
25 micron pharmaceutical foil as ‘pin hole free’. Brands have started commercially downguaging
from 25 micron to 20 micron.
(d) Your Company is one of the pioneer Indian Companies to successfully develop ‘Alu Alu’ cold
formed laminates for the pharmaceutical sector.
(e) Toffee wrap business almost 80% with the Company.
3. Future plan of action:
We will continuously work and develop with a thinner and more impervious.
(a) Reverse Printed Cold Form Blister the one the only perfect anti counterfeit solution..
(b) Ultra thin gauge foil being used in laminate for beverage sector.
(c) Tropical blister foil.
(d) 20 micron pinhole plane blister.
(e) Retrot pack pauches
(f) Development of Alu - Alu blister pack
(g) Development of ultra light gauge foil for cigarette foil, capacitor foil and other foil based
specifications for niche market.
4. Expenditure on R&D.
(a) Capital Rs. 25.36 lacs
(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: 0.06%.
(B) Technology absorption, adaptation and innovation

1. Efforts in brief made towards technology absorption, adaptation and innovation.
(a) Development of anti-counterfeit laminations bye a combined usage of electronic engraving, printing
inks and the rotogravure process.
(b) Backward integration and stabilization of own blown film line which has resulted in house production
of both mono and multi layer films.
(c) Commercialization of PVDC coated PVC film for cold thermoforming.
2. Benefits derived as a result of the above efforts:
Import substitution, anti – counterfeit products, process & product improvement and backward integration
have resulted in optimum stable products for our customer.
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III. FOREIGN EXCHANGE EARNINGS AND OUTGO:
1. Activities relating to exports; development of new export markets for products and services and export
plans.
Your Company is at present exporting Aluminium foil to APAC and South American countries. The Company
is continuously exploring possibilities of exporting more of its products to different markets.
2. During the year under review:
(a) Foreign exchange earnings by the Company were Rs.3391.91 lacs (previous year Rs.1121.76 lacs)
(b) Foreign exchange expenditure (which includes import of raw materials, spares and capital goods,
commission on export and traveling expenditure) was Rs.16989.98 lacs (previous year Rs.7896.57 lacs).
Current year figures are not comparable with Previous year figures as it does not include IFL figures.

Sudip Dutta
Annexure to ‘B’ the Directors’ Report

Statement of particulars of employees as required by the provisions of section 217 (2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975 as amended, and forming part of the Director’s
Report for the year 2009-10:
Name Designation Experience Date of Remu- Age Last Qualification

Joining neration Employment
(Rs.in lacs)
Mr. Sudip Chairman 20 years 10.02.2004 303.67 38 Atlanta Vinyl H.S.C.
Dutta & Managing Pvt. Ltd.
Director
Mr. Rajib Director- 15 years 04.12.2010 6.94 40 World Sports Chartered
Mukhopadhyay Finance Group (India) Accountant
Pvt. Ltd.
Notes:
1. Nature of employment is contractual. Other terms & conditions are as per the company’s rules.
2. Mr. Sudip Dutta and Mr. Rajib Mukhopadhyay are not related to any director of the Company.
3. Remuneration includes salary, allowances, and other perquisites evaluated in accordance with the Income
Tax Rules, as applicable.
4. Mr. Sudip Dutta and his spouse together hold 59.41% of the paid–up share capital of the company as on
31.03.2010.
5. Mr. Rajib Mukhopadhyay hold 0.005% of the paid–up share capital of the company as on 31.03.2010.

Sudip Dutta
21
Annexure ‘C’ to the Directors’ Report
Statement pursuant to section 212 of the companies act, 1956 relating to subsidiary company
1. Name of the Subsidiary Flex Art Foil Private

Limited
2. Holding Company’s Interest 200,00,000 Equity Shares

of Rs 10 each, fully paid up
3 Extent of Holding 100%
4 Subsidiary’s Financial year ended on March 31, 2010
5 Net aggregate amount of subsidiary’s profit not dealt within Rs in Lacs

the holding company’s account:
i) for the financial year of the subsidiary 1184.31
ii) for the previous financial year of the subsidiary since they 1,226.53
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
ii) for the previous financial year of the subsidiary
since they became the holding company’s subsidiary Nil

Sudip Dutta
22
CORPORATE GOVERNANCE REPORT
1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
Ess Dee remains unfettered in its business endeavor to continuously create value for its stakeholders, be it customers,
shareholders, employees or the society at large. The Company’s focus on adopting the highest standards of corporate
governance is fundamental to this pursuit. Consequently, highest levels of transparency, accountability and equity in
all facets of its operations form the cornerstone of the Company’s business ethos. It believes that all its actions must
serve the underlying goal of enhancing overall shareholder value on a sustained basis. 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 stake holders.
• 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 stake holders.
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 chapters on Management Discussion and Analysis and Additional Shareholders
Information, reports Ess Dee’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) The Company has 8 directors - a whole time Chairman and Managing Director, who is the promoter, 3 Executive
Directors and 4 non-executive directors. All the Non-Executive Directors are Independent Directors. The Non-
Executive Directors are appointed or re-appointed with the approval of the shareholders. All the Directors are
liable to retire by rotation unless otherwise specifically approved by 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. The composition of the Board is in conformity with Clause 49 of the
Listing Agreement. All Directors have intimated periodically about their Directorship and Membership in various
Board and Committee position of other companies, which are within permissible limits of the Companies Act,
1956 and Corporate Governance Code.
b) Six Board meetings were held during the year and the gap between two meetings did not exceed four months.
The dates of board meetings were generally decided in advance with adequate notice. 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
committees of the Board are also individually given to the Directors and thereafter tabled at the subsequent
Board Meeting for the Board views thereon, if any. The dates on which the Board Meetings were held during the
year are as follows: 14th May, 2009, 30th June, 2009, 31st July, 2009, 16th October, 2009, 31st October, 2009 and
30th January, 2010.
23
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 is a Director. Necessary disclosures regarding
Committee positions in other public companies as on 31st March 2010 have been made by the Directors. The
following table gives details of Directors attendance, Directorships held in other Public companies and the
position of Membership/Chairmanship of Audit Committee and Shareholders’/Investors’ Grievance Committee
in such other Public companies.
Name of Director Category No. of Board No. of Directorship/committee(s) positions

Meeting Attended held in other public companies
out of 6 Meetings
Held
Board Last Directorship Committee Committee
AGM Chairmanship Membership
Mr. Sudip Dutta Promoter 5 Yes 1 1 —-

#Mr. Prasenjit Datta Executive 5 Yes — —- —-
*Mr. Rajib Mukhopadhyay Executive - NA — —- —-
#Mr. Shankar Kamble Non-Executive 6 Yes — —- —-
Mr. Gautam Mukherjee Independent 4 Yes 1 1 1
Mr. Dilip Phatarphekar Independent 6 No 1 1 1
Mr. Ramdas L. Baxi Independent 6 Yes 1 —- 1
*Mr. Madan Mohan Jain Independent 1 NA 2 —- 2
* Appointed as Additional directors on January 14, 2010 vide circular resolution.

# Mr. Prasenjit Datta resigned on July 31, 2010 and Mr. Shankar Kamble resigned on October 30, 2010.
No Director is related to any other Director on the Board in terms of the definition of relative given under the
Companies Act, 1956.
d) During the year, information as mentioned in Annexure 1A to Clause 49 of the Listing Agreements has been
placed before the Board of Directors for their consideration.
BOARD COMMITTEES
Currently, the Board has four Committees viz. Audit Committee, Finance Committee, Shareholders’/Investors’
Grievance Committee and Remuneration Committee.
3. AUDIT COMMITTEE
The Audit Committee of Directors was constituted on 22nd May, 2006. All the members of the committee are Non-
Executive Independent Directors and are financially literate. Mr. Gautam Mukherjee is the Chairman of the committee
and Mr. Dilip Phatarphekar and Mr. Ramdas L. Baxi are Members.
Five meetings of the Audit Committee were held during the financial year under review i.e. on 14th May, 2009, 30th
June, 2009, 31st July, 2009, 31st October, 2009 and 30th January, 2010. The gap between two consecutive meetings
did not exceed four months.
The CFO, Internal Auditors and the Statutory Auditors are invitees to the meeting. Mr. Narayana Mayya, Company
Secretary acted as the Secretary to the Committee.
The Statutory Auditors and Internal auditors have attended all the Audit Committee meetings held during the year.
The Chairman of Audit Committee was present at the previous Annual General Meeting held on December 14,
2009.
24
The role of Audit Committee includes the following:
1. Overseeing of the Company’s financial reporting process and disclosure of its financial information to ensure
that the financial statement is correct, sufficient and credible;
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of
the statutory auditor and the fixation of audit fees;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statement 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 (2AA) of section 217 of the Companies Act, 1956;
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.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
5A. 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.
6. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal
control systems;
7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of
internal audit;
8. Discussion with internal auditors on any significant findings and follow up thereon;
9. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the
Board;
10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as
post-audit discussion to ascertain any area of concern;
11. To look into the reasons for substantial defaults in the payment to the depositors, shareholders (in case of non-
payment of declared dividends) and creditors;
12. To review the functioning of the Whistle Blower mechanism, in case the same is existing.
12A. 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 & background, etc.
of the candidate.
13. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
The Audit Committee also reviews the following information:
1. Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
3. Management letters / letters of internal control weaknesses issued by the statutory auditors;
25
4. Internal audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by
the Audit Committee.
4. FINANCE COMMITTEE
The Finance Committee of Directors, constituted on 31st October, 2007, comprised of Mr. .Sudip Dutta as
Chairman, Mr. Prasenjit Datta and Mr. Dilip Phatarphekar, Directors as the members. Pursuant to the resignation of
Mr. Prasenjit Datta, Mr. Rajib Mukhopadhyay was inducted as a member of the Committee at the meeting held on
13th August, 2010.
Two meetings of the Finance Committee were held during the year i.e. on 2nd September, 2009 and 14th December,
2009.
Following powers, duties and responsibilities have been delegated to the Finance Committee:
1. To take on record the Limited Review Report of the auditors as stipulated in sub clause II (d) of the revised
clause 41 of listing agreement.
2 Borrowings from banks / financial institutions upto an aggregate limit of Rs. 500.00 Crores.
3 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 Section 370 or other applicable
provisions of the Companies Act, 1956.
4 Opening/closing of bank accounts, opening letters of credit, issue/ renew/cancel bank guarantees and other
banking matters.
5 Approval of authorized signatories and delegation of powers to sign cheques, etc for operating the bank accounts
of the company.
6 Miscellaneous financial matters.
5. SHAREHOLDERS’/ INVESTORS’ GRIEVANCE COMMITTEE
The Shareholders’ / Investors’ Grievance Committee of Directors was constituted on 22nd May 2006 with Mr.
Ramdas Baxi, Independent Director as Chairman, Mr. Dilip Phatarphekar and Mr. Gautam Mukherjee as members,
to specifically look into the redressal of complaints of investors. Mr. K Narayana Mayya, Company Secretary acted
as the Compliance officer and the Secretary to the Committee.
One meeting of the Committee was held during the year 2009-10, i.e. on 30th June 2009. Following are the details of
the complaints received from the Investors’/shareholders’:
Nature of Received during Cleared/attended Pending at the end

Complaints the year during the year of the year
Non-receipt of Annual Report - - Nil
Non-receipt of Demat Credit - - Nil
Non receipt of credit of shares - - Nil
Non receipt of Demat Rejected - - Nil
Non receipt of refund order/
allotment advise - - Nil
Non receipt of Dividend 1 1 Nil
Total 1 1 Nil
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6. REMUNERATION COMMITTEE
The Remuneration Committee comprises of Independent Directors, namely Mr. Dilip Phatarphekar as Chairman,
Mr. Ramdas Baxi and Mr. Gautam Mukherjee as Members.
The Remuneration Policy of the Company for managerial personnel is primarily based on the performance of the
Company and track record, potential and performance of individual managerial personnel.
Terms of reference of Remuneration Committee includes recommendation for fixation and periodic review of
remuneration of whole time directors and review and approve remuneration policy (including performance bonus,
incentives, perquisites and benefits) for senior management personnel.
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.
During the financial year under review, two Meetings of Remuneration Committee was held i.e. on 31st October,
2009 and 12th January, 2010.
Details of Remuneration paid to Directors:
Details of remuneration for the year ended 31st March 2010:
a) Chairman & Managing Director and Whole Time Directors
(Rs in lakhs)
Name Designation No of Shares Salary, Total Relationship
Held allowances & with other
perquisites Director
Mr. Sudip Dutta Chairman & 16218927 303.67 303.67 None

Managing
Director
Mr. Prasenjit Datta Whole Time 1355 21.70 21.70 None

Director
Mr. Rajib Director - 1475 6.94 6.94 None

Mukhopadhyay Finance
b) Non - Executive Directors

The Non-Executive Directors are paid remuneration by way of sitting fees of Rs. 5000/- per Board meeting and
Committee meeting attended, the details of which are as under:
Name Sitting Fees Number shares held as on

31st March, 2010
Mr. Shankar Kamble Rs. 30,000/- NIL
Mr. Gautam Mukherjee Rs. 45,000/- NIL
Mr. Dilip Phatarphekar Rs. 75,000/- NIL
Mr. Ramdas Baxi Rs. 65,000/- NIL
Mr. Madan Mohan Jain Rs. 5,000/- NIL
27
No stock options have been issued to any director of the Company. All the Directors have disclosed their shareholding
in the Company.
The attendance of each of the members at the meetings of the respective committees is as under:
Name of Category Audit Remuneration Shareholders’/
Director Committee Committee Investors
Grievance Committee
Mr. Gautam Mukherjee Independent & 3 2 1
Mr. Dilip Phatarphekar Non-executive 5 2 1
Mr. Ramdas Baxi Director 5 1 1
7. GENERAL BODY MEETINGS

a) Annual General Meeting :
Location and time of Annual General Meetings held in last 3 years:
Date AGM Venue Time Whether Special
resolutions passed
30.07.2007 3rd AGM Hotel Miramar, Devka Beach, 3.00 p.m. Yes
Daman - 396210
31.07.2008 4th AGM Hotel Miramar, Devka Beach, 3.00 p.m. Yes
Daman - 396210
14.12.2009 5th AGM Hotel Miramar, Devka Beach, 12.30 p.m. Yes
Daman - 396210
Details of the Special resolution(s) passed at Annual General Meetings during the last three years
At the 3rd AGM held on July 30, 2007, two special resolutions were passed
• Issues of FCCB/convertible securities upto US Dollars 150 million
• To increase the FII investments from 24% to 49%
At the 4th AGM held on July 31, 2008 one special resolution was passed to shift the registered office of the Company
from the Union Territory of Daman to the state of Maharashtra.
At the 5th AGM held on December 14, 2009 two special resolutions were passed for increasing the managerial
remuneration of Managing Director and Whole time Director.
b) Extra Ordinary General Meetings :
In addition to Annual General Meeting, the Company holds General Meetings of the shareholders as and when need
arises. Two such general meetings were held during the year on 10th November, 2009 and 25th February, 2010.
c) Postal Ballot:
During the year ended 31st March 2010 there has been no resolution passed that required assent by the Company’s
shareholders through the means of postal ballot as required under the provisions of Section 192A of the Company’s
Act, 1956.
The Company proposes to pass a special resolution by postal ballot for shift in registered office from Union Territory
of Daman to the State of Maharashtra for which notice is being issued.
28
8. SUBSIDIARY COMPANY
The Company had two subsidiaries viz India Foils Limited & Flex Art Foil Private Limited, a wholly owned
subsidiary during the financial year under review. India Foils Ltd has since been merged with the company w.e.f. 1st
April, 2008 pursuant to the merger order dated 30th September 2010 issued by BIFR.
The Company monitors the performance of its subsidiary company, inter alia, by following means:
a. The financial statements, in particular, the investments, if any, made by the subsidiary company, are reviewed by
the Audit Committee of the Company.
b. The minutes of the board meetings of the subsidiary company are noted at the subsequent board meetings of
the Company.
c. Details of significant transactions and arrangements entered into by the subsidiary company are placed before
the Board of the Company as and when applicable.
d. One of the Independent Director of the Company is on the Board of Flex Art Foil Pvt. Limited, the materially
unlisted subsidiary company.
9. CODE OF CONDUCT
The Company has adopted a modified code of conduct for all Board Members and Senior Management Personnel
of the Company. The said code has been communicated to the Directors and senior management personnel and
they have confirmed compliance with the said code. The code of conduct is available on the website of the
Company:www.essdee.in.
The requisite Declaration of Chairman & Managing Director is given below:
To the Shareholders of Ess Dee Aluminium Limited
Sub: Compliance with Code of Conduct
I hereby declare that all the Board Members and Senior Management Personnel have affirmed compliance with
the Code of Conduct as adopted by the Board of Directors.
Mumbai, Sudip Dutta

30th October, 2010 Chairman & Managing Director
TRADING IN THE COMPANY’S SHARES BY DIRECTORS AND DESIGNATED EMPLOYEES

As per SEBI (Prohibition of Insider Trading) Regulations, 1992, the Company is required to have a compliance
officer who is responsible for setting forth policies, procedures, monitoring adherence to the rules for the preservation
of Price Sensitive Information, pre-clearance of trade, monitoring of trades and implementation of code of conduct
for trading in Company’s securities under overall supervision of the Board. Mr. K Narayana Mayya, Company
Secretary acted as the compliance officer. All the Directors on the Board, employees at senior management levels at
all locations and other employees who could be privy to unpublished price sensitive information of the Company are
governed by this code.
10. DISCLOSURES
a. Related party transactions
Details of significant related party transactions, i.e,. transactions of the Company of material nature with it’s
promoters, directors or the management, their subsidiary or relatives, etc. as per Accounting Standard 18
29
“Related Party Disclosures” are presented under Note 10 in Schedule 19 B of the Balance Sheet. No material
transaction has been entered with by the Company with the Promoters, Directors or the Management, subsidiaries
or relatives that may have potential conflict with the interest of the Company except as presented under note
10 in Schedule 19 B of the Balance Sheet. All such transactions have been done on arms length basis.
The Audit Committee has reviewed the related party transactions as mandatorily required under Clause 49 of
the Listing Agreement and found them to be not materially significant.
b. Compliance
i. The Company is fully compliant with the applicable mandatory requirements of Clause 49 of the Listing
Agreements with the Stock Exchanges and adoption of non mandatory requirement under clause 49 of the
listing Agreement are being reviewed periodically.
ii. Although it is not mandatory, the Board of Directors of the Company have constituted a Remuneration
Committee and a Finance Committee, the details of which have been provided under Sections ‘Remuneration
Committee’ and ‘ Finance Committee’.
iii. During the year under review there is no audit qualification in the financial statements.
iv. No penalties or strictures were imposed on the Company by the Stock Exchanges or SEBI or other statutory
authorities on any matter related to the capital market from the date of listing.
v. The Company currently has not adopted a whistle blower policy.
vi. Risk management is an ongoing process and the Audit Committee periodically reviews risk mitigation measures.
c. Auditor’s Certificate on Corporate Governance
The Company has obtained a certificate from the Statutory Auditors testifying the compliance with the provisions
relating to Corporate Governance laid out in Clause 49 of the Listing Agreement with the Stock Exchanges. The
Certificate is annexed to the Directors’ Report and the same will be sent to the Stock Exchanges along with the
Annual Report.
11. MEANS OF COMMUNICATION
The quarterly, half-yearly and yearly financial results of the Company are sent to the Stock Exchanges immediately
after these are approved by the Board. The quarterly results are published in ‘Economic Times- all editions” and
‘Daman Ganga Times’. The financial results are also displayed on the website of the Company www.essdee.in soon
after its submission to the stock exchanges. The official news released is also displayed on the website of the Company.
There was no presentations made to institutional investors or to the analysts during the year.
12. GENERAL SHAREHOLDER INFORMATION
i) Annual General Meeting:
Date : December 14, 2010
Time : 12.30 pm
Day : Tuesday
Venue: Hotel Miramar, Devka Beach, Daman, 396 210
ii) Last date for receipt of Proxy:
December 12, 2010 at 12.30 pm at the Registered Office of the Company
30
iii) Financial Year:
The Company observes the period starting from 1st April to 31st March as its financial year.
Dates of Board Meetings for approval of quarterly and annual financial results:
2009-10 (actual) 2010-11 (actual/tentative)
1st Quarter 31.07.2009 13th August, 2010
2nd Quarter 31.10.2009 1st /2nd week of November 2010
3rd Quarter 30.01.2010 1st /2nd week of February 2011
Annual (audited) 26.05.2010 April/ May 2011
iv) Date of book closure

09.12.2010 to 14.12.2010 (both days inclusive)
v) Dividend payment date
Within 30 days from the date of AGM
vi) Listing on stock exchanges
Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited.(NSE)
The annual Listing Fees for 2010-11 have been paid to BSE and NSE.
The Custodial Fees for the year 2010-11 have been paid to the National Securities Depository Limited and the
Central Depository Services (India) Limited.
vii) Stock code
Bombay Stock Exchange Ltd. - 532787
National Stock Exchange of India Ltd. - ESSDEE
ISIN for Dematerialisation - INE825H01017
viii)Market price data
The high and low prices of the Company’s share (of the face value of Rs 10 each) from April 2009 to March 2010 are
as follows:
NATIONAL STOCK EXCHANGE BOMBAY STOCK EXCHANGE
Month High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)
April 2009 211.00 147.30 211.00 149.95
May 2009 388.15 175.00 389.40 175.00
June 2009 387.00 255.00 388.90 255.05
July 2009 335.15 251.90 326.00 245.00
August 2009 331.45 262.00 331.00 262.55
September 2009 379.90 315.50 379.80 307.50
October 2009 392.00 349.00 391.00 351.00
November 2009 380.00 315.20 403.00 300.80
December 2009 388.70 342.00 389.40 316.55
January 2010 408.30 344.00 408.25 345.00
February 2010 402.55 353.45 401.40 356.00
March 2010 434.90 388.05 434.90 361.00
31
Ess Dee Aluminium Limited vs BSE Sensex
Indices: Sensex For the period: April 2009 to March 2010
Month OPEN HIGH LOW CLOSE PRICE/ PRICE/ DIVIDEND

EARNING BOOKVALUE YIELD
April 2009 9,745.77 11,492.10 9,546.29 11,403.25 15.23 2.95 1.68
May 2009 11,635.24 14,930.54 11,621.30 14,625.25 17.88 3.35 1.47
June 2009 14,746.51 15,600.30 14,016.95 14,493.84 19.75 3.64 1.30
July 2009 14,506.43 15,732.81 13,219.99 15,670.31 19.10 3.53 1.32
August 2009 15,694.78 16,002.46 14,684.45 15,666.64 20.08 3.73 1.24
September 2009 15,691.27 17,142.52 15,356.72 17,126.84 21.20 3.95 1.17
October 2009 17,186.20 17,493.17 15,805.20 15,896.28 21.66 4.06 1.14
November 2009 15,838.63 17,290.48 15,330.56 16,926.22 21.23 3.99 1.15
December 2009 16,947.46 17,530.94 16,577.78 17,464.81 21.82 4.10 1.12
January 2010 17,473.45 17,790.33 15,982.08 16,357.96 21.99 4.11 1.10
February 2010 16,339.32 16,669.25 15,651.99 16,429.55 19.97 3.65 1.18
March 2010 16,438.45 17,793.01 16,438.45 17,527.77 21.05 3.85 1.12
ix) Registrar and Transfer Agents

Bigshare Services Private Limited
E-2/3, Ansa Industrial Estate, Saki Vihar Road,
Saki Naka, Andheri (East) Mumbai 400 072
Tel: 91 22 40430200, 28470652
32
x) Share Transfer System
The authority relating to transfer of shares and allied work relating to servicing of investors has been delegated by
the board to the Shareholders’ / Investors’ Grievance Committee which consists of Mr. Ramdas Baxi (Chairman),
Mr. Dilip Phatarphekar and Mr. Gautam Mukherjee.
The minutes of the meetings of the Shareholders’ / Investors’ Grievance Committee are placed before the Board
.The Company’s Registrars, Bigshare Services Private Limited have 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 scripts form part of the SEBI’s compulsory demat segment bearing ISIN No INE 825H01017.
xi) Distribution of shareholding as on 31st March 2010
Class-wise distribution
Share Class No. of Shareholders No. of shares held Share holding %
1-500 6162 402614 1.45
501- 1000 157 123031 0.44
1001- 2000 102 151050 0.54
2001- 3000 32 82067 0.29
3001- 4000 21 77778 0.28
4001- 5000 24 112711 0.41
5001-10000 35 254424 0.92
10001 & above 87 26621090 95.67
Total 6620 27824765 100.00
Distribution of shareholding by ownership as on 31st March, 2010

Category No. of Shares held % of holding
Promoters 16531881 59.41
FIIs 3408159 12.25
Venture Capital funds 564040 2.03
Insurance Companies 1150813 4.14
Mutual Funds/UTI/Banks 1362103 4.89
Bodies Corporate 1153752 4.15
Individuals/others 3654017 13.13
27824765 100.00
xii) 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 Registrars, Bigshare Services Pvt. Ltd.
This has facilitated the shareholders to hold and trade their shares in ‘electronic form’. Almost the entire shareholding
(99.998%) is held in dematerialized form with NSDL 26580002 Shares (95.53%) and CDSL 1244760 Shares (4.47%)
as on 31st March 2010.The entire shareholdings of the promoters of the company are in demat form.
33
xiii) Details of Unclaimed Shares
The Company came out with an Initial Public Offer in December 2006. The Equity shares issued pursuant to the
said IPO which remained unclaimed are lying in the Escrow Account with Bigshare Services Pvt. Ltd. The Company
has sent 4 reminders to the shareholders asking for correct demat account details. Pursuant to Clause 5A of the
listing Agreement notified by SEBI vide its circular dated April 24, 2009, the details of unclaimed shares are as under
Particulars No of No of
shareholders Shares
Aggregate No. of shareholders & Shares pending as 5 194
on 01.04.2009
No. of shareholders who approached for transfer of Nil Nil
shares from suspense account during the year
No. of shareholders & Share transferred from suspense Nil Nil
account during the year
No. of shareholders & Shares outstanding at the end 5 194
of the year*
* Invalid Demat Account
Other Information: Shareholders who have not yet encashed their dividend warrant for the earlier years may approach
the Company/Registrars for revalidation/ issues of duplicate dividend warrant quoting the Ledger Folio Nos../DP
and Client Id.
xiv) Outstanding Global Depository Receipts or Warrants or any Convertible Instrument, conversion Dates
and likely impact on Equity:
The Company has not issued any GDRs/ADRs or Warrants or any Convertible Instruments during the financial
Year
The Company came out with a public issue in December 2006 and has fully utilised the issue proceeds.
xv) Plant locations
Plot No. 124-133, P- 32 Taratalla Road,
Panchal Udyog Nagar, Kolkata 700 088.
Bhimpore, Daman - 396 210
Plot No. 161, 1, Sagore Dutta Ghat Road,

Kundaim Industrial Estate, Kamarhati,
Kundaim, Goa - 403 115 Kolkata 700 058
No.57/5/2, Bhenslore, Village & P.O. Hoera

Village Dunetha, P.S. Mogra,
Nani Daman -396210 District Hooghly
xvi) Registered Office
Plot No.124-133 Panchal Udyog Nagar,
Bhimpore, Daman-396 210
Tel: 91 260 3298250, 3293224
Fax: 91 260 2220316
Website: www.essdee.in
34
xvii) Investors correspondence may be addressed to:
Company Secretary & Compliance Officer Registrar & Transfer Agents
Ess Dee House, Akurli Road Bigshare Services Private Limited
Kandivali (East), Mumbai 400101 E-2/3, Ansa Industrial Estate,
Tel: 91 22 66908247 Fax: 91 22 66908396 Saki Vihar Road, Saki Naka,
Email ID: investorservice@essdee.in Andheri East Mumbai 400 072
xviii) Bank details for dividend payment
Shareholders desirous of receiving their dividend directly into their bank account through Electronic Clearing System
(ECS) are requested to inform their ECS mandate to the Registrars and Transfer Agents of the Company. Beneficiaries
holding the script of the Company in the dematerialized form may intimate the change, if any, in their bank details
to their Depository Participant (DP) furnishing their details with the correct 9 digit MICR code of their bank.
CERTIFICATE BY CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO)
PURSUANT TO CLAUSE 49 V OF THE LISTING AGREEMENT
We, Sudip Dutta, Chairman & Managing Director as d. We have indicated to the Auditors and the Audit
Chief Executive Officer (CEO) and Rajaram Shanbhag, committee
Chief Financial Officer, of the Company in our capacity
as CEO & CFO hereby certify that- i) significant changes in internal control over
financial reporting during the year;
a. We have reviewed the financial statements and the
cash flow statement for the year ended March 31, ii) significant changes in accounting policies during
2010 and that to the best of our knowledge and the year and that the same have been disclosed
belief: in the notes to the financial statements; and
iii) instances of significant fraud of which we have

i) these statements do not contain any materially
been aware and the involvement therein, if any,
untrue statement or omit any material fact or
of the management or an employee having a
contain statements that might be misleading;
significant role in the Company’s internal
ii) these statements together present a true and
control system over financial reporting.
fair view of the Company’s affairs and are in
compliance with existing accounting standards,
applicable laws and regulations.
For Ess Dee Aluminium Ltd.
b. There are, to the best of our knowledge and belief,
no transactions entered into by the Company Sudip B. Dutta Rajaram Shanbhag
during the year which are fraudulent, illegal or Chairman & Chief Financial Officer
violative of the Company’s code of conduct. Managing Director
c. We accept responsibility for establishing and Mumbai,

maintaining internal controls for financial reporting 30th October, 2010
and that we have evaluated the effectiveness of
internal control systems of the Company
pertaining to financial reporting and we have
disclosed to the Auditors and the Audit Committee,
deficiencies in the Design or operation of such
internal controls, if any, of which we are aware
and the steps we have taken or propose to take to
rectify any deficiencies.
35
DETAILS OF DIRECTORS SEEKING APPOINTMENT & RE-APPOINTMENT AT THE SIXTH
ANNUAL GENERAL MEETING (PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT)
Item Nos. 3, 4, 6, 8, 9 & 11 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 Mr. Gautam Mr. Rajib Mr. Madan Mr. Debdeep Mr. Soumitra Mr. Sudip
Director Mukherjee Mukhopadhyay Mohan Jain Bhattacharya Barari Dutta
Date of Birth 20.01.1946 13.07.1969 01.03.1944 26.08.1966 16.08.1957 04.05.1972
Date of 22.05.2006 14.01.2010 14.01.2010 01.08.2010 30.10.2010 10.02.2004
Appointment
Expertise in Organisational Finance Petroleum Sales & Operations Management of
specific Development exploration Marketing all business
function area HR Management divisions, growth
& Estimation of & diversification
Budget initiatives &
providing vision
& strategy
Qualifications Bachelor of Chartered B.Sc B.Sc PGD H.S.C.
Engineering Accountant Packing
from Calcutta Technology
University
Directorships *India Foils Ltd NIL *India Foils Ltd. NIL *India Foils Ltd. *India Foils Ltd.
held in other (IFL) Panama
Indian public Petrochem Ltd.
limited
companies as
on 31.03.2010
Chairman / Chairman - Audit NIL Chairman - NIL NIL NIL
Member of Committee Remuneration
the Committee Member - Committee
of Board of Shareholders’/ Member -
Directors of Investors Audit Committee,
the Company Grievance Shareholders’/
as on Committee & Investors
31.03.2010 Remuneration Grievance
Committee Committee
Chairman / *Member - Audit NIL *Member - NIL *Member - *Chairman of
Member of Committee Shareholders’/ Audit Committee Shareholders’/
Committees of of IFL Investors of IFL Investors
Board of Grievance Grievance
Directors of Committee& Committee of
other Indian Audit Committee IFL
public limited Chairman -
Companies as Remuneration
on 31.03.2010 Committee
No. of Shares Nil 1475 Nil NIL NIL 16218927
held in the
Company as on
31.03.2010
* Directorship, Chairmanship and Membership ceased consequent to the merger of IFL with the Company
36
AUDITORS CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF THE CORPORATE GOVERNANCE UNDER
CLAUSE 49 OF THE LISTING AGREEMENTS
To the Members of
Ess Dee Aluminium Limited
We have examined the compliance of conditions of corporate governance by Ess Dee Aluminium Limited (the
Company) for the year ended 31st March, 2010 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.
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 Accountants
Firm Regn. No. 101851W
Sd/-
Ashutosh Pednekar
Partner
ICAI M. No. 41037
Place : Mumbai
Date : 30th October, 2010
37
Auditors’ Report
To the Members of Ess Dee Aluminium Limited
1. We had audited the Balance Sheet of EssDee Aluminium Limited as at March 31, 2010 and also the relative
Profit and Loss Account and Cash Flow Statement for the financial year ended on that date. These financial
statements were approved by the Board of Directors of the Company in their meeting held on May 26,
2010. The Company has, for the reasons stated in Note 1, reaprroved the financial statements to give effect
to the merger of erstwhile India Foils Ltd into itself with effect from April 1, 2008 as per the order dated
September 30, 2010 of the Hon’ble Board for Industrial and Financial Reconstruction. Accordingly, we
withdraw our audit report dated May 26, 2010 on the financial statements approved on May 26, 2010.
2. We have now audited the attached reapproved Balance Sheet of Ess Dee Aluminium Limited as at March
31, 2010 and also the relative reapproved Profit and Loss Account and Cash Flow Statement for the finan-
cial year ended on that date both of which we have signed under reference to this report. These financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on these financial statements based on our audit.
3. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. An audit includes examining, on a test basis, evidence sup-
porting the amounts and disclosures in the financial statements. An audit also includes assessing the ac-
counting principles used and significant estimates made by the management as well as evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
4. We report as follows:-
i) As required by the Companies (Auditor’s Report) Order 2003 and as amended by Companies (Auditors’
Report) (Amendment) Order, 2004 (together the “Order”) issued by the Central Government of India in
terms of Section 227(4A) of the Companies Act, 1956 we annex hereto a statement on the matters specified
in paragraphs 4 and 5 of the said Order.
ii) 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.
iii) In our opinion, proper books of account as required by the law have been kept by the Company, so far as
appears from our examination of those books and proper returns adequate for the purpose of our audit
have been received from the branches not visited by us.
iv) The reaprroved Balance Sheet and Profit and Loss Account dealt with in this report are in agreement with
the books of account.
v) In our opinion and to the best of our information and according to the explanations given to us, the
reaprroved Balance Sheet and Profit and Loss Account read with notes thereon comply with the Account-
ing Standards referred to in Section 211(3C) of the Companies Act, 1956.
38
vi) On the basis of the written representations received from the Directors as on March 31, 2010, which have
been taken on record by the Board of Directors, we report that none of the Directors are disqualified as on
March 31, 2010 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act,
1956.
vii) In our opinion and to the best of our information and according to the explanations given to us, the said
financial statements read with the notes thereon give the information required by the Companies Act, 1956
in the manner so required and give true and fair view.
• in the case of the reaprroved Balance Sheet, of the state of affairs of the Company as at March 31, 2010
• in the case of the reaprroved Profit and Loss Account, of the profit for the year ended on that date
• in the case of reaprroved Cash Flow Statement, of the cash flows for the year ended on that date.

Sd/-
Ashutosh Pednekar
Partner
ICAI M. No. 41037
Place : Mumbai
39
Annexure to Auditors’ Report
Annexure referred to in paragraph 4.i of the Auditors’ Report to the members of Ess Dee Aluminium
Limited.
i (a) The Company has maintained unit wise fixed assets registers 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.
(b) Based on the information and explanations furnished to us, the Company has physically verified fixed
assets during the year as per the cycle of verification and no 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 is 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. 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) According to the information and explanations given to us, the Company has not granted any loans to
parties listed in the Register maintained under Section 301 of the Companies Act, 1956.Accordingly,
sub-clauses (b), (c) & (d) of clause (iii) of Para 4 of the Order are not applicable.
(e) According to the information and explanations given to us, the Company had taken an interest free
unsecured loan from the Chairman and Managing Director. The details are as under:-
Name of the party Relationship Max bal during Balance as on

the year 31.03.10
Rs. in Lacs Rs. in Lacs
Sudip Dutta Chairman and MD 9.38 Nil
The Company has not taken any other loans from nor granted any loans to parties listed in the Register maintained
under Section 301 of the Companies Act, 1956.
(f) The interest free loan and other terms and conditions of the unsecured loan taken by the Company are
prima facie not prejudicial to the interest of the Company.
(g) There are no stipulations of repayment of the unsecured loan taken.
iv In our opinion and according to the information and explanations given to us, 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.
40
(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 prices which are reasonable
having regard to the prevailing market prices at the relevant time.
vi The 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 books of account maintained by the Company relating to the manufacture
of Aluminium Foils 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. To the best of our
knowledge and according to information and explanation given to us the central Government has not
prescribed maintenance of cost records under section 209 (1) (d) of the Companies Act 1956 for any
other products of the company.
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, 2010 for a period of more than six months except payment of advance
tax of Rs. 864.47 Lacs for the year. However, the following are not paid:-
i) Other dues of Deferred Sales Tax, aggregating Rs.810.59 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. Lacs
Quarter ended 30.09.96 31.10.05 12.98
Quarter ended 31.12.96 31.01.06 25.62
Quarter ended 30.03.97 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 30.12.97 31.01.07 51.39
Quarter ended 30.03.98 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 30.12.98 31.01.08 41.61
Quarter ended 30.03.99 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 30.03.00 30.04.09 84.82
Quarter ended 30.06.00 31.07.09 68.94
Note: Interest due on above Rs.157.47 lacs
41
(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.
For EssDee
Statute Amount Financial year to which Forum where

(Rs. In Lacs) the amount pertains dispute is pending
Income Tax 225.56 2005-06 Asst Commissioner

of IT for order
giving effect on
CIT order
Income Tax 624.48 2006-07 Asst Commissioner

of IT for order
giving effect on
CIT order
For erstwhile IFL
Name of the Nature Amount Period to which Forum where

statute of dues (Rs. In lacs) the amount the disputes
ot relates are pending
West Bengal Sales Sales Tax 1982-1984,

Tax Act/ West 1986-1988, 1993-94 to
Bengal Value Added 1999-2001 & Revision Board
Tax Act/ Central 1740.60 2003-04 (Tribunal)
Sales Tax Act
Additional
Commissioner of
Commercial Taxes
444.32 2001-02 to 2002-03 (Revision)
Deputy Commssioner
101.31 2004-05 to 2005-06 (Appeals)
2286.23
Central Excise
Act Excise Duty 915.09 1986 to 2003 Commissioner of
Central Excise
42
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 This Company has not defaulted in repayment of dues to banks. The Company has not issued any
debentures.
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.
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 guarantees for bank
loans taken by its subsidiary Flex Art Foil Pvt Limited on such terms and conditions which are prime
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 According to the information and explanations given to us and on an overall examination of the balance
sheet of the Company, funds raised on short term basis have, prima facie, not been used for long term
investment.
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 not issued any debentures
xx 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.
Sd/-
Ashutosh Pednekar
Partner
ICAI M. No. 41037
Place : Mumbai
43
BALANCE SHEET AS AT 31ST MARCH 2010
PARTICULARS SCHEDULE 31st March 10 31st March 09
Nos. Rs in Lacs Rs in Lacs
SOURCES OF FUNDS :
Shareholders’ Funds
Share Capital 1 2,782.48 2,782.48
Share capital suspense Account 1A 15,130.79 -
Reserves and Surplus 2 27,341.84 37,408.50
Deferred Tax Liability (Net) 3 - 831.48
Loan Funds
Secured Loans 4 15,196.16 10,253.90
Unsecured Loans 5 - 9.38
Deferred Sales Tax Liability 2,102.62 -
Total Funds Employed 62,553.89 51,285.74
APPLICATION OF FUNDS
Fixed Assets
Gross Block 38,370.68 19,653.20
Less : Depreciation 13,175.90 1,051.72
Net Block 6 25,194.78 18,601.48
Capital work in Progress 6A 10,880.38 -
Investments 7 401.54 11,746.13
Deferred Tax Assets (Net) 3 7,503.91 -
Current Assets, Loans and Advances
Inventories 8 3,497.17 1,575.95
Sundry Debtors 9 31,818.54 23,603.58
Cash and Bank Balances 10 1,491.07 728.34
Loans and Advances 11 7,727.29 3,936.33
Total Current Assets (A) 44,534.07 29,844.20
Current Liabilities and Provisions 12
Current Liabilities 13,256.33 5,199.69
Provisions 12,704.46 3,706.38
Total Current Liabilities (B) 25,960.80 8,906.07
Net Current Assets (A-B) 18,573.28 20,938.13
Total Assets (Net) 62,553.89 51,285.74
Significant Accounting Policies and Notes to Accounts. 19
As per our report of even date

FOR M.P. CHITALE & CO FOR AND ON BEHALF OF THE BOARD
Sd/- Sd/- Sd/-
Ashutosh Pednekar Sudip Dutta Rajib Mukhopadhyay
Partner Chairman and Director Finance
Managing Director
PLACE : MUMBAI
DATE : 30th October 2010
44
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2010
INCOME
Gross Sales 56,522.70 42,580.80
Less: Excise Duty 2,591.21 2,432.65
Net Sales 53,931.49 40,148.15
Other Income 13 1,393.44 434.77
Reversal of Impairment 162.14
TOTAL 55,487.07 40,582.92
Expenditure
Material Costs 14 33,212.54 26,656.46
Manufacturing Expenses 15 2,338.45 911.28
Employee Costs 16 2,051.72 882.03
Selling and Administrative Expenses 17 2,397.61 1,442.83
Financial Expenses 18 1,662.36 1,146.37
Depreciation 6 1,665.64 520.65
TOTAL 43,328.32 31,559.62
Profit Before Tax 12,158.75 9,023.30
Provision For Taxation
Current Tax 2,300.00 1,951.00
Fringe Benefit Tax - 7.52
Wealth Tax 1.47 1.61
Deferred Tax (8,335.39) 417.38
Profit After Tax 18,192.67 6,645.79
Loss after tax of FY 2008-09 of IFL (14,881.66) -
Profit 3,311.01 6,645.79
Balance of Profit & Loss account of IFL
(net of adjustment as per BIFR order
date 02.08.2008) (13,527.90) -
Balance Brought Forward From Previous Year 12,139.60 6,804.88
Amount Available For Appropriation 1,922.71 13,450.67
Proposed Dividend 640.96 556.50
Corporate Dividend Tax Thereon 106.40 94.58
Transferred To General Reserve 1,000.00 660.00
Balance Carried To Balance Sheet 175.35 12,139.59
Earnings per Equity Share-Basic (Rs.) 11.90 23.88
Earnings per Equity Share- Diluted (Rs.) 10.90 23.88
Significant Accounting Policies and Notes to Accounts. 19

Sd/- Sd/- Sd/-
Managing Director
PLACE : MUMBAI
45
STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31,2010)
Particulars 31st March 10 31st March 09

Rs in Lacs Rs in Lacs
A Cash Flows From Operating Activities

Profit before prior period items, tax & after 12,158.75
Extraordinary Items 9,023.30
Add :
Depreciation 1,665.54 520.65
Loss on sale of Fixed Assets 1.74
Reversal of impairment of Fixed Assets (162.14)
Interest Paid 1,662.36 1,146.37
3,167.60 1,667.02
Operating Profit before working Capital Changes 15,326.35 10,690.32
Working Capital Changes
(Increase) / Decrease in Inventories (1,921.22) 771.34
(Increase) / Decrease in Debtors (8,214.96) (11,085.84)
(Increase) / Decrease in Other Current Assets (12,125.23) 8,217.92
Increase / (Decrease) in Trade Payables 25,388.99 4,502.08
(Increase) / Decrease in Working Capital 3,127.58 2,405.50
Cash Generated from Operating Activities 18,453.93 13,095.82
Tax Paid (2,301.47) (1,960.13)
(2,301.47) (1,960.13)
Net Cash used (-)/(+) generated from 16,152.46 11,135.69
operating activities
B. Cash Flows from Investing Activities

Additions in Fixed Assets & CWIP on account of merger (49,710.11) (4,759.13)
Proceeds from sale of Fixed Assets 4.80
Purchase of Fixed Assets (2,033.14)
Purchase of Investments including - (8,160.97)
invst in subsidiaries
Effect of C\fd loss and BIFR adjustments (27,511.97)
on merger
Effect of Depreciation on merger 32,759.52
Reduction in investments in subsidiaries 11,344.59
on merger
46
Net Cash used (-)/(+) generated from (35,146.31) (12,920.10)
Investing activities
C. Cash Flows From Financing Activities

Share Capital suspense a\c on merger 15,130.79
Interest and Finance Charges Paid (1,662.36) (1,146.37)
Dividend and taxes thereon (747.36) (651.07)
Deferred Sales Tax Liability on a\c of merger 2,102.62
Proceeds from Long term borrowings 4,942.26 -
Proceeds from Short term borrowings - 2,608.07
Repayment of short term borrowing (9.38)
Net Cash used (-)/(+) generated from 19,756.57 810.63
Financing activities
D Net Increase (+)/ Decrease (-) in cash 762.72 (973.78)
and cash equivalent
Cash and Cash Equivalent Opening Balance 728.34 1,702.12
Cash and Cash Equivalent Closing Balance # 1,491.06 728.34
#Includes deposite of Rs. 1006.20 lacs
pledged as margin.

Sd/- Sd/- Sd/-
Managing Director
PLACE : MUMBAI
47
SCHEDULES FORMING PART OF THE 31st March 10 31st March 09
BALANCE SHEET AS AT 31ST MARCH 2010. Rs in Lacs Rs in Lacs
Schedule No 1
SHARE CAPITAL
Authorised
(CY 3,50,00,000 Equity Shares of Rs 10/- each) 3,500.00 3,500.00
(PY 3,50,00,000 Equity Shares of Rs 10/- each)
Issued Subscribed & Paid Up
TOTAL 2,782.48 2,782.48

Note :- a) Of the total Paid up Capital 40,00,000 (PY 40,00,000) Equity Shares of Rs 10 each fully paid up
have been issued for consideration other than cash)
b) 95,58,182 (PY 95,58,182) Equity Shares have been issued as fully paid-up bonus shares by capitalization of free reserves on 13/04/2006
Note :- 25,59,046 Equity shares of Rs 10 each to be issued as fully paid up eligible equity and preference share holders of erstwhile India Foils
Limited as per the Modified Rehabilitation Scheme sanctioned by BIFR vide order dated 30th September 2010.
Schedule No 1A
Share Capital suspense Account
Opening Balance - -
Add : Effect of Merger 15,130.79 -
TOTAL 15,130.79 -
Schedule No 2
RESERVES & SURPLUS
Revaluation Reserve
Opening Balance - -
Add: Transferred on Merger 897.59 -
TOTAL 897.59 -
Securities Premium Account
Opening Balance 23,718.90 23,718.90
Add : Received during the year -
TOTAL 23,718.90 23,718.90
General Reserve
Opening Balance 1,550.00 890.00
Add : Transferred from Profit & Loss Account 1,000.00 660.00
TOTAL 2,550.00 1,550.00
Profit & Loss Account
Balance Brought Forward 175.35 12,139.60
TOTAL 175.35 12,139.60
27,341.84 37,408.50
Schedule No 3
DEFERRED TAX LIABILITY (NET)
Opening Balance 831.49 414.10
Add : Current years provisions (8,335.39) 417.38
TOTAL 7,503.91 831.49
48
Schedule No 4
SECURED LOANS
Term Loans from Bank/Others # 5,000.00 5,000.00
Cash Credit with Banks 10,169.91 5,206.54
Vehicle Loans 26.25 47.36
TOTAL 15,196.16 10,253.90
Note : # a ) Term Loan from Bank are secured by first charge on Fixed Assets of the company.
b) Installment of term loan due within one year Rs 5,000.00 Lacs (PY 2,047.92 Lacs)
c) Cash Credit and other facilities from the Company’s bankers are secured by pari pasu first charge on the entire current assets
comprising of stock of raw materials, consumable stores and spares in the factory godown or in transit and book debts /
receivables of the company, further secured by personal guarantee of the promoter director of the company.
d) Vehicle Loans are secured by hypothecation of vehicles purchased.
Schedule No 5
UNSECURED LOAN
Loan from Director - 9.38
TOTAL - 9.38
49
Schedule Nos. 6
FIXED ASSETS
50
Schedule No. 6 A
CAPITAL WORK IN PROGRESS
Schedule forming part of Capital Work In Progress as on 31/03/2010
Schedule No 7
INVESTMENTS
Unquoted Investments Trade
- Shares of Shamrao Vithal Co.op Bank Ltd 1.54 1.54
(CY Unquoted at cost 6,175 ordinary shares of Rs 25 each fully paid up)
(PY Unquoted at cost 6,175 ordinary shares of Rs 25 each fully paid up)
Investment In Subsidiaries Non Trade
Unquoted
- Shares of Flex Art Foil Pvt Ltd 400.00 400.00
(CY Unquoted at cost 2,00,00,000 (PY 2,00,00,000) ordinary
shares of Rs 10 each fully paid up of which 1,60,00,000
(PY 1,60,00,000) ordinary shares of Rs 10 each are received by
way of bonus shares)
- 0.01% Optionally Convertible Redeemable Non Cumulative
Preference Shares of India Foils Limited - 0.25
(CY Unquoted at cost 12,50,000 (PY 12,50,000) ordinary
shares of Rs 100 each fully paid up) -
- 0.01% Non Convertible Redeemable Non Cumulative
Preference Shares of India Foils Limited - 9,939.73
(CY Unquoted at cost 96,28,115 (PY 96,28,115) ordinary
shares of Rs 100 each fully paid up) -
Quoted
- Equity Shares of India Foils Limited - 1,404.61
(CY Quoted at cost CY 13,87,51,663 (PY 14,70,00,000) ordinary
shares of Rs 1 each fully paid up)
TOTAL 401.54 11,746.13
Schedule No 8
INVENTORIES
(As taken valued and certified by the management)
(At cost or net realizable value whichever is lower)
- Raw Materials 2,143.87 1,094.01
- Finished Goods 306.44 102.79
- Stores & Spares 1,046.86 379.15
TOTAL 3,497.17 1,575.95
Schedule No 9
SUNDRY DEBTORS
(Unsecured Considered Good)
- Debts Outstanding for a period exceeding six months
- Subsidiaries Nil Nil
- Others 6,708.65 3,493.65
- Other Debts
- Subsidiaries 2,026.66 2,924.27
- Others 23,083.23 17,185.66
TOTAL 31,818.54 23,603.58
51
Schedule No 10
CASH AND BANK BALANCES
Cash on Hand 13.85 16.06
Balance with scheduled Banks
- On Current Account 471.02 75.42
- On Deposit Account as Margin Money 1,006.20 636.86
TOTAL 1,491.07 728.34
Schedule No 11
LOANS & ADVANCE
Advance recoverable in cash or in kind or for value to be received 4541.41 1,707.71
Deposit with others 1053.53 901.70
Advance payment of Income Tax 2,131.43 1,316.31
Accrued Interest on Fixed Deposit 0.92 10.61
TOTAL 7,727.29 3,936.33

Schedule No 12
CURRENT LIABILITIES AND PROVISIONS
Sundry Creditors
1 a) Micro, Small and Medium Enterprises 51.59 11.23
b) Others 13,204.74 5,188.33
2) Investor Education and Protection fund to be credited by the
Unclaimed dividend amount when due Nil 0.13
13,256.33 5,199.69
Provisions
Provisions for Taxes 11,957.11 3,055.30
Tax on Dividend Distribution 106.90 94.58
12,704.47 3,706.38
TOTAL 25,960.80 8,906.07
Schedule No 13
OTHER INCOME
- Dividend from unquoted trade Investments 0.23 114.71
- Foreign Exchange Gain 279.44 26.54
- Interest on Fixed Deposit (TDS Rs 3.00 Lacs, PY Rs. 52.75 Lacs) 52.43 29.09
- Profit on sale of shares. 733.11 -
- Others 328.23 264.43
TOTAL 1,393.44 434.77
52
Schedule No 14
MATERIAL COST
Opening Stock 1,473.16 2,228.57
Add: Transferred on Merger 1,170.04 -
Add : Purchases 33,909.39 25,885.13
36,552.59 28,113.70
Less Closing Stock 3,190.73 1,473.16
33,361.86 26,640.54
Increase / Decrease in Finished Goods
Opening Stock of Finished Goods 102.79 118.71
Add: transferred on Merger 54.33
Closing Stock of Finished Goods 306.44 102.79
(Accretion) / Decretion in stock (149.32) 15.92
TOTAL 33,212.54 26,656.46
Schedule No 15
MANUFACTURING EXPENSES
- Freight Carriage 149.67 126.04
- Power and Fuel 1,599.15 594.41
- Labour Charges 212.85 82.26
- Factory Expenses 210.88 19.61
- Repairs to Machinery 165.90 88.96
TOTAL 2,338.45 911.28
Schedule No 16
EMPLOYMENT COST
- Salary, Wages and Allowance 1,857.32 844.07
- Staff Welfare and other benefits 77.69 18.89
- Contribution to Provident & Other Fund 116.71 19.07
TOTAL 2,051.72 882.03
Schedule No 17
SELLING AND ADMINISTRATIVE EXPENSES
- Auditors Remuneration 14.38 7.75
- Advertisement & Publicity 15.64 12.96
- Bad Debts - 10.04
- Carriage Outward 489.27 202.63
- Commission on Sales 0.54 12.18
- Foreign Exchange Loss on trade purchases 23.97 412.78
- Legal & Professional Charges 578.27 216.38
- Rates & Taxes 390.73 130.42
- Rent 169.76 145.02
- Insurance Charges 40.37 22.76
- Postage & Telephone 39.48 27.67
- Conveyance & Traveling 146.15 69.10
- Other Expenses 489.05 173.14
TOTAL 2,397.61 1,442.83
Schedule No 18
FINANCIAL EXPENSES
- Bank Interest 1,126.18 947.44
- Bank Commission and Other Charges 536.18 198.93
TOTAL 1,662.36 1,146.37
53
SCHEDULES FORMING PART OF BALANCE SHEET AND PROFIT & LOSS ACCOUNT FOR THE
YEAR ENDED MARCH 31, 2010
SCHEDULE NO. 19
A) 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, relevant provisions
of the Companies Act 1956 and statements issued by the Institute of Chartered Accountants of India. 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.
2. Revenue Recognition:
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.
a. 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.
b. 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.
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 First In First Out 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.
54
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 gratuity and leave encashment benefit (only for employees of erstwhile
India Foils Ltd) 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. For the employees of Essdee
Aluminium Ltd, as per Company rules leave is not entitled to be carried forward. Accordingly, leave encashment
is recognized on full liability basis.
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. 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.
10. 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.
11. Earnings Per Share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity
share holder 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 share
holders and weighted average number of shares outstanding during the period is adjusted for the effects of
all dilutive potential equity shares.
12. Leases
Operating lease payments are recognized as expenses on a straight line basis over the term of lease.
55
SCHEDULE 19
B) NOTES TO ACCOUNTS
1 Merger of India Foils Ltd
1.1 During the financial year 2008-09 along with Madras Aluminium Co. Ltd, the Company had filed a
rehabilitation scheme with the Honourable Board for Industrial & Financial Reconstruction for rehabilitation
of erstwhile India Foils Ltd. (IFL). This scheme was sanctioned by the Hon’ble BIFR vide its order dated
September 2, 2008. The first closing as per the arrangement was achieved on November 19, 2008. Pursuant
to this order and the first closing, the Company acquired 14,70,00,000 equity shares of Rs.1/- each of IFL
on November 19, 2008. This constituted to 89.4% stake making IFL its subsidiary from that date. The
Company also subscribed to 12,50,000 Optionally Convertible Non Cumulative Preference Shares, and
96,28,115 Non-Convertible Non Cumulative Preference Shares of Rs.100/- each. .
1.2 Subsequent to IFL becoming a subsidiary, the Company estimated that significant investments would be
needed to rehabilitate IFL. This was also necessitated by the then economic meltdown. Accordingly, the
Monitoring Agency, Kotak Bank Ltd., appointed by the BIFR, on its instructions ,filed on 30th June 2009, a
modified rehabilitation scheme with the Hon’ble BIFR interlia proposing merger of IFL with the Company
with effect from April 1, 2008.
1.3 The Hon’ble Board for Industrial and Financial Reconstruction (BIFR) vide its order September 30, 2010 has
sanctioned the Modified Rehabilitation – cum – Merger Scheme (Scheme) for the revival of IFL, a subsidiary
of Essdee Aluminium Ltd (EDAL). According to the Scheme IFL with effect from April 1, 2008 stands
merged into EDAL without any further act, instrument or deed and without registration of any document.
The Board of Directors of EDAL had approved the audited accounts for the financial year 2009-10 at the
Board meeting held on May 26, 2010. These accounts are reopened and reapproved in the meeting of the
Board of Directors held on 30th October 2010 to incorporate the transactions on and from the appointed
date i.e. 1st April 2008 as per the order of BIFR dated 30th September 2010.
1.4 The amalgamation has been accounted for under the “Pooling of Interest” method as prescribed by the
accounting standard (AS 14) issued by the Institute of Chartered Accountants of India. Accordingly, the
assets, liabilities and reserves of erstwhile India Foils Ltd as at April 01, 2008 have been taken over at their
book values. As stipulated in the Scheme of merger all reserves of the transferor company have been transferred
to the General Reserve Accounts except for balance lying in the “ Profit and Loss Account” as on 31st March
2008 which has been credited to the profit and loss account of the merged entity. The revaluation reserve is
retained as such.
1.5 In accordance with the exchange ratio approved in the Scheme of Merger the Company has on October 30,
2010 issued & allotted 25,59,046 fully paid equity shares of Rs.10/- each in aggregate to the equity shareholders
and non convertible redeemable preference shareholder of IFL. The equity shares allotted to non convertible
redeemable preference shareholder of IFL has been made at a premium of Rs 540 per share .These shares
rank for dividend, voting rights and in all respects parri-passu with the existing equity shares of the Company.
Accordingly, the appropriation for the proposed dividend includes dividend on the above shares.
1.6 The income accruing and expenses incurred by IFL during the period April 1, 2008 to March 31, 2010 have
also been incorporated in these accounts. During the period between the appointed date and the effective
date, as IFL carried on the existing business in “trust” on behalf of the Company, all vouchers, documents
etc., for the period are in the name of IFL. The title deeds for property - owned and leased, licenses, agreements,
loan documents and other assets are being transferred in the name of the Company.
2 Contingent Liabilities
a) The Company has given guarantee to the electricity supply undertakings aggregating to Rs. 13.80 Lacs (PY
13.80 Lacs) which is secured by fixed deposit under lien to the bank to the extent of Rs 3.45 Lacs. (PY 3.45
Lacs)
56
b) The company has given guarantee to bankers for loan taken by erstwhile IFL Rs. 7,400 Lacs (PY 4000)
c) The Company is under obligation under the EPCG and Advance License scheme to export Aluminium Foil
and PVC film. The contingent liability under the guarantee amounted to Rs 179.17 Lacs (PY 258.77 Lacs),
which is secured by fixed deposit under lien to the bank to the extent of Rs 163.07 Lacs. (PY 258.77 Lacs).
d) Guarantees given for a bank loan to its subsidiary Flex Art Foil Pvt Ltd to the extent of Rs 3,058.60 Lacs
(PY 2,640 Lacs).
e) Demand from Kolkata Port Trust in respect of increased lease rental amounting to Rs 186.18 lacs (P Y
Rs.155.05 lacs) against the Company not acknowledged as debt. The matter is subjudice and is pending
before the Appellate Authority for Industrial and Financial Reconstruction. The Estate Officer appointed
under the Public Premises (Eviction of Unauthorized Occupants) Act, 1971 has served an order dated 10/
12/2009 for eviction and auction of the Company’s assets situated at Taratalla. The Company has filed an
appeal before the District Judge Alipore Kolkata Court challenging this order and is confident that the order
of the Estate Officer will be overturned.
f) The Company has issued a bank guarantee to the customs authorities Kolkata Airport for a value of Rs
23.29 Lacs (PY 23.29 Lacs) which is fully secured by a fixed deposit under lien to the bank
3 Payments to Directors
Exclusive of future liabilities in respect of retirement benefits like contribution to gratuity fund, provision
for leave encashment on retirement and other retirement benefits. The said payment is within the limits
prescribed under Sec 269 read with Sec 198, 309 and 349 of the Companies Act 1956.
Remuneration to Directors 2009-2010 2008-2009

(Including Directors of IFL ) Rs in Lacs Rs in Lacs
(a) Salary 342.64 201.26
(b) Allowances Nil Nil
(c) Perquisites 3.67 6.97
(d) Sitting Fees to non-executive directors 3.46 1.40
5. Payment to Auditors:
(Exclusive of Service Tax)
2009-10 2008-09
Rs in Lacs. Rs in Lacs.
Audit Fees 14.38 6.25
Tax Audit Fees 3.46 1.50
Certification Fees 0.90 0.45
57
6. 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 at31st March 2010
are as under.
Sr. Description 2009-10 2008-09

1 The Principal amount remaining unpaid to supplier
as at the end of accounting year 51.59 11.23
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 payment made to the supplier beyond
the appointment day during the year Nil Nil
4. The amount of interest due and payable for the period of
delay in making payment (which have been paid but beyond
the appointed day during the year) but without adding the
interest specified under this act Nil Nil
5. The amount of interest accrued during the year and remaining
unpaid at the end of the accounting year Nil Nil
7. In the opinion of the Board, the Current Assets, Loans and Advances have a value on realization in the
ordinary course of business at least equal to the amount at which they are stated.
8. Disclosure under AS 15 Employee benefits
For EDAL units
Gratuity is a funded defined benefit plan for which the Company has obtained a qualifying insurance policy
from SBI Life Insurance Co. Ltd.
Gratuity (Funded)
Rs in Lacs
31/03/2010 31/03/2009
The major categories of plan assets as a percentage of total plan

Qualifying Insurance Policy 100% 100%
Changes in the present value of the obligation

1 Present Value of obligation 01/04/2009s 31.26 27.21
2 Interest Cost 2.49 2.17
3 Current Service Cost 19.19 12.57
4 Past Service Cost Nil Nil
5 Benefits Paid (0.25) (0.31)
6 Actuarial (gain) / loss on Obligation 2.86 (10.38)
7 Present Value of obligation 31/03/2010 55.56 31.26
58
Changes in the Fair Value of Assets
1 Fair value of plan Assets 01/04/2009 51.16 39.79
2 Expected Return on Plan assets 4.44 3.51
3 Contributions 8.80 8.54
4 Benefits Paid (0.25) (0.31)
5 Actuarial gain(loss) on Plan Assets 0.17 (0.36)
Profit & Loss – Expenses
3 Expected Return on Plan assets (4.44 (3.51)
4 Net Actuarial gain (loss) recognized in the year 2.69 (10.01)
5 Past Service Cost Nil Nil
6 Expenses Recognized in the statement of Profit & Loss 19.94 1.22
Actuarial Assumptions
1 Discount Rate 8.00% 8.00%
2 Expected Rate of Return on Plan Assets 8.00% 8.00%
3 Expected Rate of Salary Increase 9.00% 7.00%
4 Attrition Rate 12.00% 3.00%
5 Mortality Post-retirement Ultimate Ultimate
59
Leave Encashment
(Un-Funded) Rs in Lacs
31/03/2010 31/03/2009
#

Qualifying Insurance Policy
1 Present Value of obligation 01/04/2009s 10.70
2 Interest Cost 1.32
3 Current Service Cost 5.43
4 Past Service Cost -
5 Benefits Paid 1.85
6 Actuarial (gain) / loss on Obligation (3.82)
7 Present Value of obligation 31/03/2010 11.77
1 Fair value of plan Assets 01/04/2009 -
2 Expected Return on Plan assets -
3 Contributions -
4 Benefits Paid -
5 Actuarial gain(loss) on Plan Assets -
3 Expected Return on Plan assets
4 Net Actuarial gain (loss) recognized in the year (3.82)
5 Past Service Cost
6 Expenses Recognized in the statement of Profit & Loss 11.77
1 Discount Rate 7.75%
2 Expected Rate of Return on Plan Assets
3 Expected Rate of Salary Increase 6.50%
4 Attrition Rate
5 Mortality Post-retirement Ultimate
# Previous year figures are not given as the leave encashment was recognized on full liability basis.
60
Gratuity (Funded)
Rs in Lacs
31/03/2010 31/03/2009


1 Present Value of obligation at the beginning of the yr 265.77 246.48
4 Past Service Cost - -
5 Benefits Paid - 11.75
6 Actuarial (gain) / loss on Obligation (22.09) (4.58)
7 Present Value of obligation at the end of the year 282.92 265.77

1 Fair value of plan Assets at the beginning of the yr 135.72 124.92
3 Contributions - -
4 Benefits Paid - 11.75
5 Actuarial gain(loss) on Plan Assets 0.87 12.55
6 Fair value of plan Assets at the end of the year 147.44 135.72
Reconciliation of the present value of the defined

benefit obligation and the fair market value of plan assets
1 Present value of the obligation at the end of the year 282.92 265.77
Assets / (Liabilities) recognized in the balance sheet (135.48) (130.05)
Expenses recognised in the Profit and Loss Account

4 Net Actuarial gain (loss) recognized in the year (22.96) (17.13)
Category of plan assets

1 Fund with Life Insurance Corporation of India
Actual Return of Plan Assets
Principal Actuarial Assumptions
3 Expected Return on Assets 8.00% 8.00%
4 Method Used Projected Unit Projected Unit
Credit Method Credit Method
5 Remaining working life of employees (in years) 19 20
61
Pension (Funded)
(Frozen as on 31st
December, 2000)
Rs in Lacs
31/03/2010 31/03/2009
3 Current Service Cost - -
5 Benefits Paid 3.93 36.81
6 Actuarial (gain) / loss on Obligation 1.32 13.72

1 Fair value of plan Assets at the beginning of the year 8.07 18.28
3 Contributions - 26.55
5 Actuarial gain(loss) on Plan Assets (0.15) (1.41)
Reconciliation of the present value of the defined benefit
obligation and the fair market value of plan assets
Assets / (Liabilities) recognised in the balance sheet (14.48) (12.19)
Expenses recognised in the Profit and Loss Account

1 Current Service Cost - -
4 Net Actuarial gain (loss) recognized in the year 1.47 15.13

1 Fund with Life Insurance Corporation of India
Actual Return of Plan Assets
2 Expected Rate of Salary Increase NA NA
3 Expected Return on Assets 8.00% 8.00%
5 Remaining working life of employees (in years) NA NA
62
Leave Encashment
(Unfunded)
Rs in Lacs
31/03/2010 31/03/2009
The major categories of plan assets as a

percentage of total plan
6 Actuarial (gain) / loss on Obligation 7.54 (3.63)

1 Fair value of plan Assets at the beginning of the year - -
2 Expected Return on Plan assets - -
3 Contributions - -
4 Benefits Paid - -
5 Actuarial gain(loss) on Plan Assets - -
6 Fair value of plan Assets at the end of the year - -
Reconciliation of the present value of the defined
benefit obligation and the fair market value of plan assets
2 Fair value of plan Assets at the end of the year -
Assets / (Liabilities) recognised in the balance sheet (72.08) (58.51)
Expenses recognized in the Profit and Loss Account

4 Net Actuarial gain (loss) recognized in the year 7.54 (3.63)

1 Fund with Life Insurance Corporation of India NA NA
Actual Return of Plan Assets NA NA
3 Expected Return on Assets - -
5 Remaining working life of employees (in years) 19 20
63
9 Segment Reporting (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.
10 Related Party Disclosures (Accounting Standard 18)
10.1 List of Related Parties and Relationship with whom transactions during the year 2009-10
A. Subsidiary – Flex Art Foil Private Limited
B. Key Management Personnel - Mr. Sudip Dutta, CMD
- Mr. Prasenjit Datta
- Mr. Rajib Mukhophadaya
- Mr. Soumitra Barari
C. Relatives of Key Management Personnel - Mrs. Aarti Dutta
D. Enterprises over which key management - M/s Parth International
personnel and their relatives are able - M/s Neat Pack
to exercise significant influence - Vyoma Investment & Finance Co. Pvt Ltd.
10.2 The following transactions were carried out with the related parties in the ordinary course of business.
Rs in Lacs
Nature of Transaction Subsidiaries Key Enterprise over
Rs. Management which key
Personnel Rs. management Rs.
Sale of Material / Finished Goods
Flex Art Foil Private Limited 6403.70 - -
(PY 5285.94)
Total 6403.70 - -
(PY 5285.94) (PY Nil) (PY Nil)
Purchase of Material / Finished Goods - - -

(PY Nil) (PY Nil) (PY Nil)
Rent Paid
Mr. Sudip Dutta - 128.00 -
- (PY 128.00) -
Mrs. Aarti Dutta - - 6.00
- - -
Total - 128.00 6.00
- (PY 128.00) -
Salary
- (PY 184.97) -
Mr. Prasenjit Datta - 21.70 -
- (PY 23.26) -
Mr. Rajib Mukhopadhyay - 6.94 -
- (PY Nil) -
Mr. Soumitra Barari - 14.00 -
- - -
Total - 346.31 -
- (PY 208.23) -
64
Rs in Lacs
Nature of Transaction Subsidiaries Key Enterprise over
Rs. Management which key
Personnel Rs. management Rs.
Investment as on 31.03.2010
Flex Art Foil Private Limited 400.00 -
(PY 400.00) - -
Total 400.00 - -
(PY 400.00) - -
Debit Balances as on 31.03.2010
Flex Art Foil Private Limited 1,210.67 - -
(PY 1671.32) - -
(PY Nil) (PY 900.00) -
Total 1,210.67 900.00 -
(PY 1671.32) (PY 900.00) -
Credit Balances as on 31.03.2010
Flex Art Foil Private Limited 442.66
(PY Nil) - -
Mr. Soumitra Barari 1.17
(PY Nil) -
Mr. Sudip Dutta 26.92
(PY 26.33) -
Mr. Prasenjit Datta 1.48
(PY Nil) -
Mr. Rajib Mukhophadaya 2.11
(PY Nil) -
Mrs. Aarti Dutta - - 1.80
(PY Nil)
Total 442.66 31.68 1.80
(PY Nil) (PY 26.33) (PY Nil)
11. 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 2010 and 31st March 2009 are
Minimum Lease payments
Particulars 2009-10 2008-09

A Not later than one year 0.30 0.30
B Later than one year but not later than five years 1.51 1.31
C Later than five years. 4.03 4.33
65
12 Earning per Share (Accounting Standard – 20)
Basic earning per share (EPS) computed in accordance with the accounting standards (AS-20)

Rs In Lacs Rs In Lacs
Profit After Tax * 3311.01 6,645.79
Weighted Average Nos of Shares-Basic 2,78,24,765 2,78,24,765
Add Shares to be issued pursuant to merger order
dated 30.09.2010 # 25,59,046 -
Weighted Average Nos of Shares-Diluted 3,03,83,811 -
EPS Basic 11.90 23.88
EPS Diluted 10.90 23.88
# Dilution in resepct of shares to be issued pursuant to the merger is considered for the entire year since the
merger is effective 1st April 2008
* Includes impact of merger
13 Deferred Tax Assets and Liabilities (Accounting Standard – 22)

Deferred Tax Liability / (Asset) at the year end comprise timing differences on account of :
Deferred Tax Liability / (Assets) As At 31/03/2010 As At 31/03/2009
Depreciation on fixed Assets (356.95) 831.49
Other disallowances \ deductions (17.78) -
Carried forward business loss and depreciation 7,878.64 -
Net Deferred Tax Asset 7,503.91 831.49
Essdee always had a DTL due to depreciation. IFL had a DTA due to losses which was never recognised as
there was no virtual certainity of profit. Now with the merger, there is virtual certainity as Essdee is a
consistent profit earning company.
14. Details of Movements in Provisions in Accordance with Accounting Standard - 29
Rs in Lacs
Particulars Opening as on Provision / Provisions Closing as on
01.04.2009 Additions made Reversed/ 31.03.2010
during the year Adjusted
Taxation CY 9,657.24 CY 2,301.47 CY 1.64 CY 11957.07
(PY 1,096.38) (PY 1,960.13) (PY 1.21) (PY 3,055.30)
Dividend CY 651.07 CY 747.36 CY 651.07 CY 747.36
(PY 651.07) (PY 651.07) (PY 651.07) (PY 651.07)
Sales tax # 5495.00 - -
- - - 5495.00
Excise Duty# 1031 - 1.54 1029.46
- - - --
Impairment # 5680 - 162.14 5517.86
- - -
Other Provisions - CY 11.77 - CY 11.77
(PY Nil) (PY Nil) (PY Nil) (PY Nil)
# Out flow in respect of above provisions, both timing and certainty would depend on developments /
outcome of these events.
Additional information pursuant to paragraphs 3, 4C and, 4D of part II of Schedule VI to the Companies
Act, 1956.
66
15 Information regarding capacity, stocks, production and sale (as certified by Management)
i) Licensed Capacity: Not applicable

ii) Installed Capacity: At Daman 18,000 Mts p.a
At Goa 4,200 Mts p.a
At Kolkatta 19,000 Mts p.a
(As certified by the management and being a technical matter accepted by the auditors)
iii) Stocks, Production and Sales:
Details Unit Opening Stock Closing Stock Production/ Quantity Sales Value
Consumption Sold Net of
during Excise
the year
Nos. Nos. Nos. Nos. Rs in Lacs.
Aluminium Foil Kgs 39,307.39 58,308.96 2,06,31,381 2,06,12,379 50575.01

(PY 4,727) (7,804) (1,27,95,621) (1,27,92,544) (37,291.06)
PVC Film Kgs CY 6,865 30,020 32,28,999 32,05,844 3,356.49

(21,727) (6,865) (23,13,295) (23,28,157) (2,857)
i) Raw Materials consumed:

2009-2010 2008-09
* Nos. in Kgs. Rs in Lacs * Nos. in Kgs. Rs in Lacs
Aluminium Foil Stock 2,13,89,223 24,713.77 1,15,49,640 17,069.21
PVC Resin 32,05,844 1,469.88 2,169,000 1040.25
Others 7,028.89 8547.01
Grand Total 33,212.54 26,656.47
Notes: 1. * Quantity in various units of measurements

2. None of the items included in the groups individually account for 10% or more of the total value of
materials consumed. In the absence of verifiable records the Auditors have relied upon the management’s
representation to this behalf
67
16 Foreign Currency Earnings and outgo
Rs in Lacs
2009-10 2008-09
16.1 Value of Imports calculated on CIF Basis
Raw Materials 16,821.67 7,794.36
Capital Goods 10.51 92.43
16.2 Earnings in Foreign Exchange:
FOB Value of Exports 3391.91 1,121.76
16.3 Expenditure in Foreign Currency:
Traveling 44.21 9.78
Advertisement 1.08 Nil
Export Commission 112.51
17 Value of Raw Materials consumed.
2009-10 2008-09
Rs in Lacs Percent Rs in Lacs Percent
Aluminium Foil
Imported 24,713.77 100% 17,069.21 100%
Indigenous Nil
PVC
Imported 877.36 59.68% 650.27 62.51%
Indigenous 592.52 40.31% 389.98 37.49%
18. Previous year’s figures have been regrouped / reclassified wherever necessary. The previous years figures
are not comparable as the same does not include the figures of merged entity erstwhile India Foils Ltd.
Signature to Schedules
Sd/- Sd/- Sd/-
Managing Director
PLACE : MUMBAI
68
AUDITORS’ REPORT ON CONSOLIDATED FINANCIAL STATEMENTS
1 We had audited the Consolidated Balance Sheet of Ess Dee Aluminium Limited as at March 31, 2010 and
also the relative Profit and Loss Account and Cash Flow Statement for the financial year ended on that date.
These financial statements were approved by the Board of Directors of the Company in their meeting held
on May 26, 2010. The Company has, for the reasons stated in Note 1, reaprroved the financial statements to
give effect to the merger of erstwhile India Foils Ltd (IFL) into itself with effect from April 1, 2008 as per
the order dated September 30, 2010 of the Hon’ble Board for Industrial and Financial Reconstruction.
Accordingly, we withdraw our audit report dated May 26, 2010 on the financial statements approved on May
26, 2010.
2. We have examined the attached reapproved financial statements of Ess Dee Aluminium Limited and its
subsidiary (the “ESS DEE Group”) as at March 31, 2010 comprising the consolidated Balance Sheet, the
consolidated Profit and Loss account and consolidated Cash Flow statement for the year ended on that date.
These financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on them based on our audit.
3 We conducted our audit in accordance with auditing standards generally accepted in India. These standards
require that we plan and perform the audit to obtain reasonable assurance whether the financial statements
are prepared, in all respects, in accordance with the prescribed financial reporting framework and are free of
material misstatements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statements. We believe that our audit provides
a reasonable basis for our opinion.
4 We report that the consolidated financial statements have been prepared by the Company in accordance
with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements issued by the
Institute of Chartered Accountants of India, and on the basis of the separate audited financial statements
of the Flex Art Foil Private Limited included in the consolidated financial statements.
5 We report that these reapproved Consolidated Financial Statements, give a true and fair view
a) in the case of the reapproved Consolidated Balance Sheet, of the state of affairs of the Ess Dee Group
as at March 31, 2010;
b) in the case of the reapproved Consolidated Profit and Loss Account, of the consolidated results of
operations of the Ess Dee Group for the year then ended and
c) in the case of the reapproved Consolidated Cash Flow Statement, of the consolidated cash flows of the
Ess Dee Group for the year then ended.

Sd/-
Ashutosh Pednekar
Partner
ICAI M. No. 41037
Place : Mumbai
69
CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2010

SOURCES OF FUNDS :
Share Holders’ Funds
Share Capital 1 2,782.48 2,782.48
Share Capital Suspense Account 1A 15,130.79 -
Reserves And Surplus 2 32,757.92 30,500.55
Minority Interest 3 - 12,549.50
Deferred Tax Liability (Net) 4 - 890.34
Loan Funds
Secured Loans 5 17,865.32 12,674.85
Unsecured Loan 6 - 9.38
Deferred Sales Tax Liability 2,102.62 2,102.62
Fixed Assets 7
Gross Block 40,346.98 60,128.03
Less : Depreciation 13,386.92 28,289.84
Less : Impairment - 5,680.00
Net Block 26,960.11 26,158.19
Capital Work In Progress 10,880.38 -
Investments 8 2.07 2.07
Deferred Tax Asset 9 7,420.99 -
Current Assets, Loans And Advances
Inventories 10 5,464.13 4,357.65
Sundry Debtors 11 35,010.90 27,438.26
Cash & Bank Balances 12 1,583.83 1,238.28
Loans & Advances 13 9,545.57 6,843.96
Current Liabilities & Provisions 14
Provisions 13,433.42 10,961.40
Goodwill On Consolidation 15 - 13,851.44
Total Assets (Net) 70,639.13 61,509.72
Significant Accounting Policies & Notes to Accounts 22

Sd/- Sd/- Sd/-
Managing Director
PLACE : MUMBAI
70
CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31/03/2010
PARTICULARS SCHEDULE Current Yr Previous Yr

INCOME
Gross Sales 65,873.75 54,783.17
Less Inter Company Sales 4,421.03 7,219.57
Less Excise Duty 2,606.95 2,411.79
Net Sales 58,845.77 45,151.81
Other Income 16 1,397.67 440.80
Reversal Of Impairment 162.14 -
TOTAL 60,405.58 45,592.61
Expenditure
Material Costs 17 35,342.20 28,307.01
Manufacturing Expenses 18 2,538.65 1,753.93
Employee Costs 19 2,436.53 1,468.59
Selling and Administrative Expenses 20 2,766.56 8,618.47
Financial Expenses 21 1,996.83 1,532.43
Depreciation 7 1,741.22 1,038.12
Impairment Of Assets - 4,285.80
TOTAL 46,821.99 47,004.35
Profit Before Tax 13,583.59 (1,411.74)
Current Tax 2,565.30 2,112.00
Deferred Tax (8,311.33) 436.68
Profit After Tax 19,328.10 (3,976.61)
Loss After Tax for the FY 2008-09 (14,881.66) -
Profit 4,446.44 -
Balance of Profit and Loss Account of IFL (13527.90)
(Net of Adjustment as per BIFR order dated 02/08/2008) -
TOTAL (9,081.46)
Less Minority Interest in IFL - (1,577.39)
Balance Brought Forward from previous year 14,664.03 5,151.80
Profit Available For Appropriation 5,582.57 2,752.58
Add Excess provision of Wealth Tax 0.31 -
Corporate Dividend Tax Thereon 106.40 94.58
Transferred to General Reserve 1,000.00 660.00
Balance Carried To Balance Sheet 3,835.52 1,441.50
Earnings per Equity Share (Basic) Rs. 15.98 (14.29)
Earnings per Equity Share (Diluted) Rs. 14.63 (14.29)
Significant Accounting Policies and Notes to Accounts 22

Sd/- Sd/- Sd/-
Managing Director
PLACE : MUMBAI
71
STATEMENT OF CONSOLIDATED CASH FLOW FOR THE YEAR ENDED MARCH 31, 2010
Particulars Current Year Previous Year

( Rs in Lacs) (Rs in Lacs)
A Cash Flow From Operating Activities

Profit before prior period items, tax & after
Extraordinary Items 13,583.59 (1,411.74)
Add :
Depreciation 1741.22 1,038.12
Goodwill on consolidation 13,851.44 (13,851.44)
Deferred Sales Tax Liability - 2,102.62
Impairment Loss / Reversal of Impairment of Assets (162.14) 5,680.00
Deferred Tax Liability / (Assest) (8,311.33) 436.68
Minority Interest (12,549.50) 12,549.50
Interest Paid 1,996.83 1,532.43
(3433.48) 9,487.91
Operating Profit before working Capital Changes 10,150.11 8076.17
(Increase) / Decrease in Inventories (1,106.48) (195.53)
(Increase) / Decrease in Debtors (7,572.64) (12,679.13)
(Increase) / Decrease in Other Current Assets (2,701.61) 6,248.76
Increase / (Decrease) in Trade Payables 7,848.73 13,941.19
(Increase) / Decrease in Working Capital (3,532.00) 7,315.29
Cash Generated from Operating Activities 6,618.11 15,391.46

Tax Paid (2,566.51) (2,128.19)
(2,566.51) (2,128.19)
Net Cash used (-)/(+) generated from operating activities (A) 4,051.60 13,263.27
B Cash Flows from Investing Activities

Purchase of Fixed Assets (13,238.17) (43,914.34)
Effect of Merger & Consolidation of Subsidiary (8,012.35) (368.68)
Depreciation on consolidation of Subsidiary (23.22) 26,626.52
Purchase of Investments including investment in subsidiaries 3,183.62
Net Cash used (-)/(+) generated from Investing activities(B) (21,273.74) (14,472.88)
C Cash Flows From Financing Activities

Share Capital Suspense a/c on a/c of Merger 15,130.79 -
Interest Paid (1,996.83) (1,532.43)
Dividend & Taxes thereon (747.36) (651.08)
Proceeds from Long term borrowings – Net 5,190.47 -
Repayment of Short Term Borrowings (9.38) -
Proceeds from Short term borrowings – Net - 2,687.31
72
Particulars Current Year Previous Year
( Rs in Lacs) (Rs in Lacs)
Net Cash used (-)/(+) generated from Investing activities(C) 17,567.69 503.80
D Net Increase (+)/Decrease (-) in cash and cash equivalent 345.55 (705.81)
Cash and Cash Equivalent Opening Balance 1,238.28 1,944.09

Cash and Cash Equivalent Closing Balance # 1,583.83 1,238.28
#Includes deposits of Rs 1,011.07 lacs pledged as margin

Sd/- Sd/- Sd/-
Managing Director
PLACE : MUMBAI
73
SCEHDULES FORMING PART OF THE 31st March 10 31st March 09
CONSOLIDATED BALANCE SHEET AS AT 31.03.2010 Rs in Lacs Rs in Lacs
Schedule No 1
SHARE CAPITAL
Authorised
Issued Subscribed & Paid Up
TOTAL 2,782.48 2,782.48
Note :- a) Of the total Paid up Capital 40,00,000 Equity Shares of Rs 10 each fully paid up (PY 40,00,000 of Rs 10 each) have been issued
for consideration other than cash.
b) 95,58,182 (PY 95,58,182) Equity Shares have been issued as fully paid-up bonus shares by capitalization of bonus shares on
13/04/2006
Schedule No 1A
Share Capital Suspense Account
Opening Balance -
Add : Effect of Merger 15,130.79 -
TOTAL 15,130.79 -
Schedule No 2
RESERVES & SURPLUS
Revalaution Reserve
Opening Balance 897.59 -
Add : Additions During the year 897.59
897.59 897.59
Capital Reserve
Opening Balance 155.90 4,648.46
Less : Transferred to Goodwill on Consolidation - 1,755.90
Less : Transferred to Profit & Loss A/c. - 2,892.56
155.90 -
SECURITIES PREMIUM ACCOUNT
Opening Balance 23,718.90 23,718.90
23,718.90 23,718.90
GENERAL RESERVE
Opening Balance 1,550.00 890.00
Add : Transferred from Profit & Loss Account 1,000.00 660.00
2,550.00 1,550.00
PROFIT & LOSS ACCOUNT
Opening Balance - 5,151.80
Less : Transferred to Profit & Loss A/c 5,151.80
Add : Transferred from Profit & Loss A/c 3,835.53 1,441.50
Add : Transferred from Capital Reserve 2,892.56
Add : Additions on account of Consolidation 1,600.00
5,435.53 4,334.06
TOTAL 32,757.92 30,500.55
74
SCHEDULES TO THE CONSOLIDATED 31st March 10 31st March 09
BALANCE SHEET Rs in Lacs Rs in Lacs
Schedule No 3
MINORITY INTEREST
Opening Balance
Add : Additions On a/c of Consolidation of IFL - 14,126.89
Add : Additions During the year - (1,577.39)
TOTAL - 12,549.50
Schedule No 4
DEFERRED TAX LIABILITY (NET)
Opening Balance - 453.66
Add : Current years provisions - 436.68
TOTAL - 890.34
Schedule No 5
SECURED LOANS
Term Loans from Banks # 5,269.25 5,410.05
Cash Credit with Banks # 12,564.85 7,215.74
Vehicle Loans # 31.22 49.06
TOTAL 17,865.32 12,674.85
Note : # a ) Term Loans from Banks are secured by first charge on Fixed Assets of the company.
b) Installment of term loan due within one year Rs 5,172.92 Lacs (PY Rs 2,220.84 Lacs)
c) Cash Credit and other facilities from the Company’s bankers are secured by pari pasu first charge on the entire current assets
comprising of stock of raw materials, consumable stores and spares in the factory godown or in transit and book debts /
receivables of the company, further secured by personal guarantees of the promoter’s directors of the company.
Schedule No 6
UNSECURED LOANS - 9.38
Loans from Directors
TOTAL - 9.38
75
Schedule Nos. 7
FIXED ASSETS
Schedule Forming part of Consolidated Balance Sheet.
76
Schedule Nos. 7 A
CAPITAL WORK IN PROGRESS

Schedule No 8
INVESTMENTS
UNQUOTED INVESTMENTS TRADE
- Shares of Shamrao Vithal Co.op Bank Ltd 2.07 2.07
(PY Unquoted at cost 8,275 ordinary shares of Rs 25 each fully
paid up) of these 100 shares (PY 100 shares) are held in the name of
erstwhile partnership firm Aditya Foils
TOTAL 2.07 2.07

Schedule No 9
DEFERRED TAX LIABILITY / ASSET (Net)
Opening Balance (890.34) -
Add : Current year Provisions 8,311.33 -
TOTAL 7,420.99 -
Schedule No 10
INVENTORIES
(At cost or net realizable value whichever is lower)
- Raw Materials 2,400.40 1,906.01
- Work in Progress 309.80 185.07
- Stores & Spares 2,427.75 2,101.14
TOTAL 5,464.13 4,357.65
Schedule No 11
SUNDRY DEBTORS
- Debts Outstanding for a period exceeding six months
- Subsidiaries - -
- Others 7,393.96 4,898.60
- Other Debts
- Subsidiaries - -
- Others 27,616.94 22,539.66
TOTAL 35,010.90 27,438.26
Schedule No 12
Cash on Hand 101.53 182.62
Balance with scheduled Banks – On Current Account 471.23 324.18
– On deposit Account 1.86 1.86
– On Deposit Account as Margin Money 1,009.21 729.62
TOTAL 1,583.83 1,238.28
77
Schedule No 13
LOANS & ADVANCE
Advance recoverable in cash or in kind or for value to be received 5,614.54 3,678.88
Deposit 1,163.63 1,277.11
Advance payment of Tax 2,766.48 1,876.99
Accrued Interest on Fixed Deposit 0.92 10.98
TOTAL 9,545.57 6,843.96
Schedule No 14
Sundry Creditors
1 a) Micro, Small and Medium Enterprises 75.33 23.05
b) Others 12,718.46 7,393.84
2) Investor Education and Protection fund to be credited by the
Unclaimed -
Dividend 0.12 0.13
Fixed Deposit 1.53 1.71
12,795.44 7,418.73
Provisions for Taxes 12,686.06 10,059.98

Provisions for Retirement Benefits - 250.34
Tax on Dividend Distribution 106.40 94.58
13,433.42 10,961.40
TOTAL 26,228.86 18,380.13
Schedule No. 15
GOODWILL ON CONSOLIDATION
Opening Balance - (1,755.90)
Add : Reserve on Consolidation of Share capital - (1,003.53)
Less : Loss on consolidation of Subsidiary - 16,610.87
TOTAL - 13,851.44
78

PROFIT AND LOSS ACCOUNT Rs in Lacs Rs in Lacs
Schedule No 16
OTHER INCOME
- Dividend from unquoted trade investments 0.31 132.42
- Foreign Exchange Gain 279.44 26.69
- DEPB Export Incentive 154.02 -
- Interest on Fixed Deposit
(TDS Rs 5.38 Lacs, PY Rs 57.50 Lacs) 52.72 12.84
- Profit on Sale of Investments 733.10 -
- Others 178.08 -
- Liabilities no longer required - 268.85
TOTAL 1,397.67 440.80
Schedule No 17
MATERIAL COST
Opening Stock 3,130.80 4,101.84
Add : Transfer on account of Amalgamation 1,170.04 -
Add : Purchases 36,340.06 2,7671.17
40,640.90 31,773.01
35,454.07 27,472.17
Increase / Decrease in Finished Goods
Opening Stock of Finished Goods 111.10 696.66
Add : Transfer on account of merger 54.33 -
(Accretion) / Decretion in stock (160.75) 531.23
Less Stock Reserve (48.88) (303.61)
TOTAL 35,342.20 28,307.01
Schedule No 18
- Freight Carriage 155.90 132.46
- Power and Fuel 1,682.42 828.77
- Repairs & Maintenance 195.04 174.74
TOTAL 2,538.65 1,753.93
Schedule No 19
EMPLOYMENT COST
- Salary, Wages and Allowance 2,190.86 1,341.98
- Contribution to Provided Funds 130.48 54.82
TOTAL 2,436.53 1,468.59
79

PROFIT AND LOSS ACCOUNT Rs in Lacs Rs in Lacs
Schedule No 20
- Bad Debts - 11.17
- Commission on Sales 116.86 -
- Foreign Exchange 23.97 -
- Rates & Taxes 395.64 6,662.90
- Rent 204.27 7.01
- Interest on Deferred Sales tax 101.37 24.31
- Conveyance & Traveling 190.05 100.03
- Miscellaneous Expenditure W/off - 45.22
TOTAL 2,766.56 8,618.47
Schedule No 21
FINANCIAL EXPENSES
- Bank Interest 1,452.25 1,289.33
TOTAL 1,996.83 1,532.43
80
SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET AND PROFIT & LOSS
ACCOUNT FOR THE YEAR ENDED MARCH 31, 2010
SCHEDULE NO. 22
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company
and the revenue can be reliably measured.
basis of dates of bill of lading. Sales are disclosed net of sales tax, discounts and returns , as applicable.
a. Fixed Assets:
stated upto the amount expended till the date of balance sheet.
c. Depreciation:
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 First In First Out method. (Weighted average basis in one subsidiary)
5. Taxation
81
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 gratuity and leave encashment benefit (only for emplpoyees of erstwhile
India Foils Ltd) 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. For the employees of Essdee
Aluminium Ltd, as per Company rules leave is not entitled to be carried forward. Accordingly, leave encashment
is recognized on full liability basis.
Contributions towards provident funds are recognized as expense.
Contribution to Provident Fund in respect of certain employees of erswthwile 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
of an asset exceeds its recoverable amount. A previously recognized impairment loss if further provided or
11. Earnings Per Share
share holder by the weighted average number of equity shares outstanding during the period. Weighted
average number of equity shares outstanding during the period is adjusted for events of bonus share. For
the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to
equity share holders and weighted average number of shares outstanding during the period is adjusted for
the effects of all dilutive potential equity shares.
12. Leases
82
SCHEDULE 22
1. Subsidiary
The Consolidated Financial statement presents the consolidated account of Ess Dee Aluminium Limited
with its following subsidiary
Name of the Subsidiary Proportion of Year Ending Audited By
ownership
Flex Art Foil Private Limited 100% 31.03.2010 M/s M.P.Chitale & Co.
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.
2 Merger of India Foils Ltd
2.1 During the financial year 2008-09 along with Madras Aluminium Co. Ltd, the Company had filed a
rehabilitation scheme with the Honourable Board for Industrial & Financial Reconstruction for rehabilitation
of erstwhile India Foils Ltd. (IFL). This scheme was sanctioned by the Hon’ble BIFR vide its order dated
September 2, 2008. The first closing as per the arrangement was achieved on November 19, 2008. Pursuant
to this order and the first closing, the Company acquired 14,70,00,000 equity shares of Rs.1/- each of IFL
on November 19, 2008. This constituted to 89.4% stake making IFL its subsidiary from that date. The
Company also subscribed to 12,50,000 Optionally Convertible Non Cumulative Preference Shares, and
96,28,115 Non-Convertible Non Cumulative Preference Shares of Rs.100/- each. .
2.2 Subsequent to IFL becoming a subsidiary, the Company estimated that significant investments would be
needed to rehabilitate IFL. This was also necessitated by the then economic meltdown. Accordingly, the
Monitoring Agency, Kotak Bank Ltd., appointed by the BIFR, on its instructions ,filed on 30th June 2009, a
modified rehabilitation scheme with the Hon’ble BIFR interlia proposing merger of IFL with the Company
with effect from April 1, 2008.
2.3 The Hon’ble Board for Industrial and Financial Reconstruction (BIFR) vide its order September 30, 2010
has sanctioned the Modified Rehabilitation – cum – Merger Scheme (Scheme) for the revival of IFL, a
subsidiary of Essdee Aluminium Ltd (EDAL). According to the Scheme IFL with effect from April 1, 2008
stands merged into EDAL without any further act, instrument or deed and without registration of any
document. The Board of Directors of EDAL had approved the audited accounts for the financial year
2009-10 at the Board meeting held on May 26, 2010. These accounts are reopened and reapproved in the
meeting of the Board of Directors held on 30th October 2010 to incorporate the transactions on and from
the appointed date i.e. 1st April 2008 as per the order of BIFR dated 30th September 2010.
2.4 The amalgamation has been accounted for under the “Pooling of Interest” method as prescribed by the
accounting standard (AS 14) issued by the Institute of Chartered Accountants of India. Accordingly, the
assets, liabilities and reserves of erstwhile India Foils Ltd as at April 01, 2008 have been taken over at their
book values. As stipulated in the Scheme of merger all reserves of the transferor company have been
transferred to the General Reserve Accounts except for balance lying in the “ Profit and Loss Account” as
on 31st March 2008 which has been credited to the profit and loss account of the merged entity. The
revaluation reserve is retained as such.
2.5 In accordance with the exchange ratio approved in the Scheme of Merger the Company has on October 30,
2010 issued & allotted 25,59,046 fully paid equity shares of Rs.10/- each in aggregate to the equity shareholders
and non convertible redeemable preference shareholder of IFL. The equity shares allotted to non convertible
redeemable preference shareholder of IFL has been made at a premium of Rs 540 per share .These shares
83
rank for dividend, voting rights and in all respects parri-passu with the existing equity shares of the Company.
Accordingly, the appropriation for the proposed dividend includes dividend on the above shares.
2.6 The income accruing and expenses incurred by IFL during the period April 1, 2008 to March 31, 2010 have
also been incorporated in these accounts. During the period between the appointed date and the effective
date, as IFL carried on the existing business in “trust” on behalf of the Company, all vouchers, documents
etc., for the period are in the name of IFL. The title deeds for property - owned and leased, licenses,
agreements, loan documents and other assets are being transferred in the name of the Company.
3. Contingent Liabilities
a) The Company has given guarantee to the electricity supply undertakings aggregating to Rs. 13.80 Lacs (PY
13.80 Lacs) which is secured by fixed deposit under lien to the bank to the extent of Rs 3.45 Lacs. (PY 11.28
Lacs)
b) The Company is under obligation under the EPCG and Advance License scheme to export Aluminium Foil
and PVC film. The contingent liability under the guarantee amounted to Rs 258.77 Lacs (PY 258.77 Lacs) ,
which is secured by fixed deposit under lien to the bank to the extent of Rs 258.77 Lacs. (PY 258.77 Lacs).
c) Guarantees: - The Company has given guarantee to the electricity supply undertakings aggregating to Rs
4.73 Lacs (P.Y 4.73 Lacs) which is secured by fixed deposit under lien to the bank to the extent of Rs 1.67
Lacs.
d) Demand from Kolkata Port Trust in respect of increased lease rental amounting to Rs 186.18 lacs (P Y
Rs.155.05 lacs) against the Company not acknowledged as debt. The matter is subjudice and is pending
before the Appellate Authority for Industrial and Financial Reconstruction. The Estate Officer appointed
under the Public Premises (Eviction of Unauthorized Occupants) Act, 1971 has served an order dated 10/
12/2009 for eviction and auction of the Company’s assets situated at Taratalla. The Company has filed an
appeal before the District Judge Alipore Kolkatta Court challenging this order and is confident that the
order of the Estate Officer will be overturned.
e) The company has issued a bank guarantee to the customs authorities Kolkatta Airport for a value of
Rs. 23.29 Lacs (PY Rs. 23.29 Lacs) which is fully secured by a fixed deposit under lien to the bank.
4 Remuneration to Directors
for leave encashment on retirement and other retirement benefits.
(including directors of IFL) Rs In Lacs Rs In Lacs
(a) Salary 358.64 252.76
(c) Perquisites 3.97 6.97
(d) Sitting Fees to non-executive directors 3.46 1.95
2009-10 2008-09
Other Services and Certification fees 0.90 0.90
84
6 Suppliers/service providers covered under Micro, Small, Medium Enterprises Development Act, 2006 have
not furnished the information regarding filing of necessary memorandum with the appropriate authority.
Hence, information required to be disclosed u/s 22 of the said Act is not given.
1 The Principal amount remaining unpaid to supplier as

at the end of accounting year 75.32 23.05
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 payment made to the supplier beyond
the appointment day during the year Nil Nil
4. The amount of interest due and payable for the period of

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

remaining unpaid at the end of the accounting year Nil Nil
7. In the opinion of the Board, the Current Assets, Loans, and Advances have value on realization in the
8. Segment Reporting (Accounting Standard – 17)
There is only one business segment viz; advance packaging solutions. Accordingly, no disclosure is required
to be made AS 17
9.1 List of Related Parties and Relationship
a. Key Management Personnel - Mr. Sudip Dutta, CMD
- Mr. Prasenjit Datta
- Mr. Rajib Mukhopadhyay
- Mr. Abhijeet Bose
- Mr. Soumitra Barari
b. Relatives of Key Management Personnel - Mrs. Aarti Dutta
- Mr. Abhishek Deshmukh
c. Enterprises over which key management - M/s. Parth International
personnel and their relatives are able to exercise - M/s. Neat Pack.
significant influence - Vyoma Investments and Finance
Company Private Limited
85
Nature of Transaction Key Relative of Related

Management Management Enterprises.
Personnel Personnel
Rs In Lacs Rs In Lacs Rs In Lacs
Rent Paid
Mr. Sudip Dutta 150.00 - -
(PY 150.00) - -
Mrs. Aarti Dutta - 6.00 -
Total 150.00 6.00 -
Salary
Mr. Prasenjit Dutta 21.70 - -
Mr. Rajib Mukhopadhyay 6.94 - -
Mr. Abhijeet Bose 15.38
Mrs. Aarti Dutta -
Mr. Soumitra Barari 14.00
Mr. Abhishek Deshmukh - 2.73 -
(PY Nil) (PY 2.25) (PY Nil)
Total 347.69 2.73 -
(PY 259.83) (2.25) (PY Nil)
Investment as on 31.03.2010 - - -
Total - - -
Debit Balances as on 31.03.2010
Total 900.00 - -
Credit Balances as on 31.03.2010
Mr. Prasenjit Datta 1.48 - -
Mr. Rajib Mukhophadhyay 2.11 -
Mrs. Aarti Dutta - 1.80
Mr. Soumitra Barari 1.17 -
Total 31.68 -
86
10. Leases (AS 19)
Operating Lease
respect of these leases as at 31st March 2010 and 31st March 2009 are
Minimum Lease payments


Profit After Tax * 4,446.44 (3976.61)
Weighted Average Nos of Shares-Basic 2,78,24,765 2,78,24,765
Add Shares to be issued pursuant
to merger order dated 30.09.2010 # 25,59,046
Weighted Average Nos of Shares-Diluted 3,03,83,811
EPS Basic 15.98 (14.29)
EPS Diluted 14.63 (14.29)
# Dilution in resepct of shares to be issued pursuant to the merger is considered for the entire year since the
merger is effective 1st April 2008
* Includes impact of merger

Deferred Tax Liability / (Asset) at the year end comprise timing differences on account of :
Deferred Tax Liability / (Assets) As At 31/03/2010 As At 31/03/2009

Depreciation on fixed Assets - 356.95 831.49
Other disallowances \ deductions - 17.78
Carried forward business loss and depreciation 7,878.64
Net Deferred Tax Asset 7,503.91 831.49
Ess Dee always had a DTL due to depreciation. IFL had a DTA due to losses which was never recognised
as there was no virtual certainity of profit. Now with the merger, there is virtual certainity as Essdee is a
consistent profit earning company.
87
13. Details of Movements in Provisions in Accordance with Accounting Standard 29
Rs In Lacs

01.04.2009 Additions Reversed/ 31.03.2010
made during Adjusted
the year
Taxation 3,597.05 2,835.92 1.64 6,433.95
(PY 1,474.80) (PY 2,126.45) (PY 9.63) (PY 3,597.05)
Other Provisions Nil 14.70 Nil 14.70

(PY Nil) (PY Nil) (PY Nil) (PY Nil)
Dividend 651.07 747.36 651.07 747.36

(PY 651.07) (PY 651.07) (PY 651.07) (PY 651.07)
Sales Tax # 5,495.00 - - 5,495.00

(PY Nil) (PY 5,495.00) (PY Nil) (PY 5,495.00)
Excise # 1,031.00 - 1.54 1,029.46

(PY Nil) (PY 1,031.00) (PY Nil) (PY 1,031.00)
Impairment # 5,680.00 - 162.14 5,517.86

(PY Nil) (PY 5,680.00) (PY Nil) (PY 5,680.00)
# Out flow in respect of above provisions, both timing and certainty would depend on developments /
14 Previous year’s figures have been regrouped / reclassified wherever necessary. The previous years figures
are not comparable as the same does not include the figures of merged entity erstwhile India Foils Ltd
Signatures to Schedules

Sd/- Sd/- Sd/-
Managing Director
PLACE : MUMBAI
88
FLEX ART FOIL PRIVATE LIMITED
Regd Office: Ess Dee House Akurli Road , Kandivali, East, Mumbai 400101
DIRECTORS’ REPORT
To the Members,
Your Directors are pleased to present the Fifth Annual Report on the business and operations of the Company
together with the Audited Statements of Accounts for the year ended 31st March, 2010.
FINANCIAL RESULTS
The financial highlights of the year are:
(Rs in lacs)
Particulars Year Ended Year Ended
31.03.2010 31.03.2009
Sales (net of excise duty) & Other Income 9,002.67 8,887.39
Profit before Depreciation & Tax 1,549.30 1,470.36
Less Depreciation 75.57 58.20
Profit after depreciation before tax (PBT) 1,473.73 1,412.16
Provision for Taxation 289.42 185.63
Net Profit available for Appropriation(PAT) 1,184.31 1,226.53
PERFORMANCE REVIEW
Your company reported a total income of Rs.9002.67 lacs for the year ended 31st March 2010, an increase of about
1.30 % over last year’s total income of Rs.8887.39 lacs. The Net profit after tax for the year ended 31st March 2010
was Rs. 1184.31 lacs as against Rs.1226.53 Lacs in the previous year, indicating a decline of about 3.44 % over last
year’s profit after tax.
The growth in total income has been possible mainly on account of increase in the customer base coupled with
growth in pharmaceutical sector. Decline in profit margin was due to higher input cost.
DIVIDEND
With a view to plough back the profits for the ongoing growth plans of the Company, your Directors do not
recommend any dividend for the year ended March 31, 2010. No amounts are proposed to be transferred to reserves.
DIRECTORS
Mr. Gautam Mukherjee, Director of the Company, retires by rotation and being eligible, offers himself for
reappointment.
Mr. Abhijit Bose, Whole time director of the Company tendered his resignation and the same was accepted by the
Board as on 26th May 2010. The Board places on record its appreciation for the valuable services rendered by Mr.
Abhijit Bose.
Mr. Debdeep Bhattachraya was appointed as an additional director and designated as Whole Time Director for a
period of five years commencing from 1st June 2010. As per the provision of Section 260 of the Companies Act
1956, he holds office upto the date of forthcoming Annual General Meeting. The Company has received a notice
under Section 257 of the Companies Act 1956, proposing Mr. Debdeep Bhattachraya as a candidate for the office
of Director. Your approval for his appointment as Whole Time Director has been sought in the Notice convening
the Annual General Meeting of the Company.
89
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGICAL
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The company has taken effective steps at every stage to reduce energy consumption and conserve energy in all
phases of operation. Information as per section 217(1)(e) read with Companies (Disclosures of Particulars in the
Report of Board of Directors) Rules, 1988 is annexed as Annexure ‘A’.
PARTICULARS OF EMPLOYEES
There are no employees drawing remuneration more than the limit prescribed in Section 217 (2A) of the Companies
Act, 1956, read with the Companies (Particulars in the Report of Board of Directors) Rules, 1988 during the year
under review.
PUBLIC DEPOSIT
Your Company has not accepted any fixed deposits from the public. As such, no amount of principal or interest is
outstanding as of the balance sheet date.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Companies Act, 1956, and in respect of the annual accounts for the period
under review, the Directors hereby confirm that:
I) In the preparation of the annual accounts, the applicable accounting standards had been followed;
II) Appropriate accounting policies have been selected and applied consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the
end of the financial year and of the profit of the Company for that period;
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”.
EMPLOYEE RELATIONS
Employee relations throughout the company were harmonious. 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.
AUDITORS
M/s. M.P Chitale & Co., Chartered Accountants, the Statutory Auditors of the Company, holds office up to the
conclusion of the forthcoming Annual General Meeting and has expressed their willingness for re-appointment.
The Board recommends their re-appointment at the ensuing Annual General Meeting.
AUDITORS REPORT
The observation made in the Auditor’s Report, read together with the relevant notes thereon are self-explanatory and
hence, do not call for any comments under Section 217 of the Companies Act, 1956.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank all clients, vendors, banks, regulatory and Government authorities for
their continued support. The Directors also wish to place on record their appreciation of the contribution made by
business partners / associates at all levels.
Place: Mumbai For and on behalf of Board of Directors

Date: September 2, 2010 Sd/-
Sudip Dutta
Chairman
90
Annexure ‘A’ to Directors’ Report
Information under section 217(1)(e) of the Companies Act 1956 read with 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. Energy conservation
measures taken by the Company have resulted in gradual savings.
Total energy consumption and energy conservation per unit is as under:
Current Year Previous Year

2009-10 2008-09
A Power & Fuel Consumption

1 Electricity
a) Purchased
Units ( KWH) 1781644 14,66,307
Total Amount (Rs.) 83,17,049 68,54,654
Rate/Unit(Rs.) 4.67 4.67
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 —- —-
Total Cost (Rs.) —- —-
Average Rate —- —-
B Consumption per unit of production

Electricity (unit) 573.70 570.93
Coal (MT) — —
Furnace Oil (Ltrs) — —
II TECHNOLOGY ABSORPTION
(A) Research and Development (R & D)
1. Specific areas in which R & D is carried out by the Company:
R&D is carried out in the area of printing on aluminium foils.
2. Benefits derived as a result of the above R&D:
(a) 100% rewinding after printing process to consistently deliver aluminium foil with no printing
related defects.
(b) Printing machines with double unwinders to maximize productivity.
91
3. Future plan of action:
Development of defect monitors on printing machines to produce foil free of printing defects.
4. Expenditure on R&D:
Expenditure incurred on R&D are charged under primary head of accounts and not allocated separately.
(B) Technology absorption, adaptation and innovation:
1. Efforts in brief made towards technology absorption, adaptation and innovation.
Installation of auto tension devices on printing machine added in Sikkim unit
2. Benefits derived as a result of the above efforts:
Product improvement, cost reduction, standardized analytical methods which are reflected in the productivity of
resources and better quality and stability of products.
(C) Exports:
The Company predominantly caters to the domestic market. However the company endevours to create an export
market for its products.
III. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings during the year was Rs. NIL as against Rs. NIL for the previous year.
Foreign exchange outgo during the year as also during the previous year was “NIL”.
Place: Mumbai For and on behalf of Board of Directors

Date: September 2, 2010 Sd/-
Sudip Dutta
Chairman
92
Auditors’ Report
To the Members of Flex Art Foil Private Limited
1. We have audited the attached Balance Sheet of Flex Art Foil Private Limited as at March 31, 2010 and also
the relative Profit and Loss Account and the Cash Flow Statement for the financial year ended on that date
both of which we have signed under reference to this report. These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on these financial statements
based on our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by the management as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. We report as follows:-
i) As required by the Companies (Auditor’s Report) Order 2003 and as amended by Companies (Auditors’
Report) (Amendment) Order, 2004 (together the “Order”) issued by the Central Government of India in
terms of Section 227(4A) of the Companies Act, 1956 we annex hereto a statement on the matters specified
in paragraphs 4 and 5 of the said Order.
ii) We have obtained information and explanations which to the best of our knowledge and belief were necessary
for the purpose of the audit.
iii) In our opinion, proper books of account as required by the law have been kept by the Company, so far as
appears from our examination of those books and proper returns adequate for the purpose of our audit
have been received from the branches not visited by us.
iv) The Balance Sheet and Profit and Loss Account dealt with in this report are in agreement with the books of
account.
v) In our opinion and to the best of our information and according to the explanations given to us, the Balance
Sheet and Profit and Loss Account read with notes thereon comply with the Accounting Standards referred
to in Section 211(3C) of the Companies Act, 1956.
vi) On the basis of the written representations received from the Directors as on March 31, 2010, which have
been taken on record by the Board of Directors, we report that none of the Directors are disqualified as on
March 31, 2010 from being appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956.
vii) In our opinion and to the best of our information and according to the explanations given to us, the said
financial statements with the notes thereon give the information required by the Companies Act, 1956 in the
manner so required and give true and fair view,
• in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010.
• in the case of the Profit and Loss Account, of the profit for the year ended on that date.
• in the case of Cash Flow Statement, of the cash flows for the year ended on that date.
For M. P. Chitale & Co.
Firm Regn No. 101851W
Sd/-
Ashutosh Pednekar
Partner
ICAI M. No. 41037
Mumbai,
May 26, 2010
93
Annexure to Auditors’ Report
Annexure referred to in paragraph 3.i of the Auditors’ Report to the members of
Flex Art Foil Private Limited.
i (a) The Company has maintained unit wise fixed assets registers and / or compiled item wise list showing
particulars of all fixed assets. The aggregate value shown by these records agree with the gross value
of fixed assets as per the books of account of the Company.
(b) Based on the information and explanations furnished to us, the Company has physically verified fixed
assets during the year as per the cycle of verification and no 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, 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 is 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.
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) According to the information and explanations given to us, the Company has neither granted nor
taken any loans to/from parties listed in the Register maintained under Section 301 of the Companies
Act, 1956. Accordingly, sub-clauses (b), (c), (d), (e), (f) & (g) of clause (iii) of Para 4 of the Order are
not applicable.
iv In our opinion and according to the information and explanations given to us, 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.
(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 prices which are reasonable
having regard to the prevailing market prices at the relevant time.
vi The 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 According to the information and explanations given to us by the management, maintenance of cost records
under section 209(1)(d) of the Companies Act, 1956 are not applicable.
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, 2010 for a period of more than six months. except
payment of advance tax Rs. 22.82 Lacs..
94
(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.
Statute Amount Financial year to Forum where

(Rs. In Lacs) which the dispute is
amount pertains pending
Income-tax 76.81 2002-03 (Erstwhile Income Tax

partnership firm Tribunal
Flex Art Goa)
Excise Duty 10.46 2005-06 Appalet Tribunal
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 Company has not defaulted in repayment of dues to banks. The Company has not issued any debentures.
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.
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 not given any guarantee for
loans taken by others from bank or financial institutions.
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 According to the information and explanations given to us and on an overall examination of the balance
sheet of the Company, funds raised on short term basis have, prima facie, not been used for long term
investment.
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 not issued any debentures.
xx The Company has not raised any money through a public issue during the year.
xxi Based on the information and explanation 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.

Firm Regn No. 101851W
Sd/-
Ashutosh Pednekar
Partner
ICAI M. No. 41037
Mumbai,
May 26, 2010
95
BALANCE SHEET AS AT 31ST MARCH 2010

SOURCES OF FUNDS :
Share Holders’ Funds
Share Capital 1 2,000.00 2,000.00
Reserves and Surplus 2 3,864.96 2,680.33
Deferred Tax Liability (Net) 3 82.92 58.85
Loan Funds
Secured Loans 4 2,669.17 2,420.96
Fixed Assets
Gross Block 1,976.31 1,662.19
Less : Depreciation 210.97 152.31
Net Block 5 1,765.34 1,509.88
Investments 6 0.53 0.53
Current Assets, Loans and Advances
Inventories 7 2,015.84 1,665.95
Sundry Debtors 8 5,171.59 5,312.53
Cash and Bank Balances 9 92.76 168.70
Loans and Advances 10 1,818.27 1,150.73
Current Liabilities & Provisions 11

Provisions 728.95 464.26

Total Assets (Net) 8,617.05 7,160.14
Significant Accounting Policies & Notes to Accounts. 18
As per our report even date

Sd/- Sd/- Sd/-
Ashutosh Pednekar Vinaya Desai Sudip Dutta
Partner Director Director
PLACE : MUMBAI
DATE : 26th May 2010
96
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2010
PARTICULARS Sch 31st March 10 31st March 09

INCOME
Gross Sales 9,351.05 9,337.30
Less: Excise Duty 352.62 451.97
Net Sales 8,998.43 8,885.33
Other Income 12 4.24 2.06
TOTAL (A) 9,002.67 8,887.39

Expenditure
Material Costs 13 6,164.93 6,343.57
Manufacturing Expenses 14 200.21 171.60
Employee Costs 15 384.81 338.17
Selling and Administrative Expenses 16 368.95 236.64
Financial Expenses 17 334.47 327.05
Depreciation 5 75.57 58.20
TOTAL (B) 7,528.94 7,475.23
Profit Before Tax 1,473.73 1,412.16

Current Tax 265.30 161.00
Deferred Tax 24.07 19.30
Add Excess Provision on Wealth Tax 0.31 -

Balance Brought Forward 2,524.44 1,297.90
Balance Carried To Balance Sheet 3,709.06 2,524.44
Earnings per Equity Share (Basic and Diluted) 5.92 6.13

Significant Accounting Policies and Notes to accounts 18

Sd/- Sd/- Sd/-
PLACE : MUMBAI
97
STATEMENT OF CASH FLOW FOR THE YEAR ENDED MARCH 31, 2010
PARTICULARS 2009-10 2008-09

(Rs in Lacs) ( Rs in Lacs)
A Cash Flows From Operating Activities

Profit before prior period items, tax & after
Extraordinary Items 1,473.73 1,412.16
Add :
Depreciation 75.57 58.20
Loss on sale of Fixed Assets (6.15) -
Interest Paid 334.47 327.05
Miscellaneous Expenditure 0.31 416.50 - 385.25
Operating Profit before working Capital Changes 1,890.23 1,797.40
(Increase) / Decrease in Inventories (349.89) 207.31
(Increase) / Decrease in Debtors 140.94 (179.63)
(Increase) / Decrease in Other Current Assets (667.54) (212.27)
Increase / (Decrease) in Trade Payables (400.89) (929.36)
(Increase) / Decrease in Working Capital 1,277.38 (1,113.95)
Net Cash Generated from Operating Activities 612.85 683.46
Tax Paid (265.35) (265.35) (166.33) (166.33)
Net Cash used (-)/(+) generated from Operating activities 347.50 517.13
B Cash Flows from Investing Activities
Purchase of Fixed Assets (350.68) (342.59)
Proceeds from disposal of Fixed Assets 13.50 (337.18) -
Net Cash Used (-)/(+) generated from Investing activities (337.18) (342.59)
C Cash Flows From Financing Activities
Proceeds from Share Capital
Interest Paid (334.47) (327.05)
Proceeds from Long term borrowings – Net 248.20 (196.48)
Proceeds from Short term borrowings – Net - 275.72
Net Cash used (-)/(+) generated from Financing activities (86.26) (247.81)
D Net Increase (+)/Decrease (-) in
cash and cash equivalent (75.94) (73.27)
Cash and Cash Equivalent Opening Balance 168.70 241.97
Cash and Cash Equivalent Closing Balance #
# Includes deposits of Rs 4.87 lacs pledged as margin. 92.76 168.70

Sd/- Sd/- Sd/-
PLACE : MUMBAI
98
SCHEDULES TO THE BALANCE SHEET 31st March 10 31st March 09
Schedule No 1
SHARE CAPITAL
Authorised
Issued Subscribed and Paid Up
(Of the above 1,60,00,000 (PY 1,60,00,000) of Rs 10 each
share have been issued by capitalization of free reserves)
TOTAL 2,000.00 2,000.00
Schedule No 2
RESERVES and SURPLUS
Capital Reserve
TOTAL 155.89 155.89
Profit and Loss Account

Balance brought forward 3,709.06 2,524.44
TOTAL 3,709.06 2,524.44
TOTAL 3,864.96 2,680.33
Schedule No 3
Deferred Tax Liability (NET)
Add : Current years adjustments 24.07 19.29
TOTAL 82.92 58.85
Schedule No 4
Secured Loans
Term Loan from Banks # 269.25 410.05
Cash Credit with Banks # 2,394.94 2,009.20
Vehicle Loans # 4.98 1.71
TOTAL 2,669.17 2,420.96
Note : # a )Term Loans from banks are secured by pari pasu first charge on Land & Building and Hypothecation of entire movable fixed assets of the company
b) Installment of term loan due within one year Rs 172.92 Lacs (PY Rs 172.92 Lacs)
c) Cash Credit and other facilities from the Company’s bankers are secured by pari pasu first charge on the entire current assets comprising of stock of
raw materials, consumable stores and spares in the factory godown or in transit and book debts / receivables of the company, further secured by
personal guarantees of the promoter’s directors of the company.
99
Schedule Nos. 5
FIXED ASSETS
100
SCHEDULES TO THE BALANCE SHEET 31st March 10 31st March 09
Schedule No 6
INVESTMENTS
Unquoted Investments Trade
- Shares of Shamrao Vithal Co-op Bank Ltd 0.53 0.53
(PY Unquoted at cost 2,100 ordinary shares of Rs 25 each fully paid up)
(Of these CY 100 shares (PY 100) are held in the name of erstwhile
partnership firm Aditya Foils)
TOTAL 0.53 0.53
Schedule No 7
INVENTORIES
(At cost or net realizable value which ever is less)
- Raw Materials 615.20 432.96
- Stores & Spares 1,380.90 1,224.68
TOTAL 2,015.84 1,665.95
Schedule No 8
SUNDRY DEBTORS
- Debts Outstanding for a period exceeding six months 685.30 328.95
- Others 4,486.29 4,983.58
TOTAL 5,171.59 5,312.53
Schedule No 9
Cash on Hand 87.69 164.00
Balance with scheduled Banks – On Current Account 0.20 0.48
- On Deposit Account 4.87 4.22
TOTAL 92.76 168.70
Schedule No 10
LOANS AND ADVANCE
Advance recoverable in cash or in kind or for value to be recovered 1,073.12 479.85
Deposits 110.11 109.82
Advance payment of Tax 635.04 560.68
Accrued Interest on Fixed Deposit - 0.38
TOTAL 1,818.27 1,150.73
Schedule No 11
Sundry Creditors
1) Holding Company 1,124.56 1,548.79
2 a) Micro, Small and Medium Enterprise 23.73 11.82
b) Others 370.04 623.31
1,518.33 2,183.92
Provisions for Taxes 728.95 464.26
728.95 464.26
TOTAL 2,247.28 2,648.18
101
SCHEDULES TO THE PROFIT AND LOSS 31st March 10 31st March 09
Schedule No 12
OTHER INCOME
- Dividend 0.08 0.08
- Foreign Exchange Gain (Net) - 0.14
- Interest on Fixed Deposit (TDS on int. Rs 0.01 (PY Nil) 0.29 0.17
- Sundry Balances W/off 3.87 1.67
TOTAL 4.24 2.06
Schedule No 13
MATERIAL COST
Opening Stock 1,657.64 1,873.26
Add : Purchases 6,514.82 6,136.26
8,172.46 8,009.52
TOTAL 6,176.36 6,351.88
Increase Decrease in Finished Goods

Opening Stock of Finished Goods 8.31 -
(Accretion) / Decretion in Stock (11.43) (8.31)
TOTAL 6,164.93 6,343.57
Schedule No 14
- Freight Carriage & Octori 6.23 6.42
- Power And Fuel 83.26 71.30
- Repairs to Machinery 29.14 24.28
TOTAL 200.21 171.60
102
Schedule No 15
EMPLOYEE COST
- Salary, Wages and Allowance 333.54 302.40
- Contribution to Provident Funds & Others 13.77 11.99
TOTAL 384.81 338.17

Schedule No 16

- Bad Debts - 1.13
- Rates & Taxes 4.91 4.25
- Rent 34.52 31.31
- Conveyance & Travelling 43.89 25.87
TOTAL 368.95 236.64
Schedule No 17
FINANCIAL EXPENSES
- Bank Interest 326.07 317.12
TOTAL 334.47 327.05
103
SCHEDULES FORMING PART OF BALANCE SHEET AND PROFIT & LOSS ACCOUNT FOR THE
YEAR ENDED MARCH 31, 2010
SCHEDULE NO. 18
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.
basis of dates of bill of lading. Sales are disclosed net of excise duty, discounts and returns, as applicable.
a. Fixed Assets:
stated at the amount expended till the date of balance sheet.
c. Depreciation:
4. Inventories:
Inventories are valued at the lower of cost and net realizable value. Cost of inventories comprises 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 First In First Out method.
5. Taxation
104
7. Retirement Benefits:
a. Provident Fund benefit to employees is provided for on accrual basis and charged to Profit and Loss Account
of the year.
b. Gratuity is considered accrued and accounted for as per actuarial valuation done by SBI Life Insurance
Company Limited under the Group Gratuity Scheme.
c. Leave is considered accrued and accounted for as per actuarial valuation done by recognized valuer.
8. Borrowing Cost
of an asset exceeds its recoverable amount. A previously recognized impairment loss is further provided or
11. Earnings per Share
share holder by the weighted average number of equity shares outstanding during the period. Weighted
average number of equity shares outstanding during the period is adjusted for events of bonus share. For
the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to
equity share holders and weighted average number of shares outstanding during the period is adjusted for
the effects of all dilutive potential equity shares.
12. Leases
1. Holding Company Ess Dee Aluminium Limited.
The Company is a 100 percent subsidiary of Ess Dee Aluminium Limited.
2. Contingent Liabilities
a) Guarantees: - The Company has given guarantee to the electricity supply undertakings aggregating to
Rs 4.73 Lacs (P.Y 4.73 Lacs) which is secured by fixed deposit under lien to the bank to the extent of Rs
1.86 Lacs. (PY 1.67 Lacs)
b) The demand from Commissioner of Excise in respect of liability of Rs 10.42 Lacs. The company has
filed an appeal with the first appellate authority.
105
3 Payments to Directors
for leave encashment on retirement and other retirement benefits.
(a) Salary 15.38 48.00
(c) Perquisites Nil Nil
(d) Professional Fees to a Director Nil Nil
(e) Sitting Fees to non-executive directors Nil Nil
Rs in Lacs. Rs in Lacs.
Other Services and Certification fees Nil Nil
5. 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 2010
are as under.
1 The Principal amount remaining unpaid to supplier

as at the end of accounting year 23.73 11.82
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 payment made to the supplier
beyond the appointment day during the year Nil Nil
4. The amount of interest due and payable for the

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

remaining unpaid at the end of the accounting year Nil Nil
6. In the opinion of the Board, the Current Assets, Loans, and Advances have a value on realization in the
106
7. Employee Benefits (Accounting Standard 15)
Gratuity is a funded defined benefit plan for which the Company has obtained a qualifying insurance policy
from SBI Life Insurance Co. Ltd.
Gratuity (Funded)
31/03/2010 31/03/2009
Qualifying Insurance Policy 100% 100%
4 Past Service Cost Nil
5 Benefits Paid (0.18) Nil
6 Actuarial (gain) / loss on Obligation 2.93 0.25

3 Contributions 7.40 4.43
4 Benefits Paid (0.18) Nil
5 Actuarial gain(loss) on Plan Assets (0.06) (0.15)

3 Expected Return on Plan assets (2.09) (1.51)
4 Net Actuarial gain (loss) recognized in the year 2.99 0.41
5 Past Service Cost Nil
1 Discount Rate 8% 8%
2 Expected Rate of Return on Plan Assets 8% 8%
3 Expected Rate of Salary Increase 9% 7%
4 Attrition Rate 12% 3%
5 Mortality Post-retirement Ultimate Ultimate
107
Leave Encashment
(Un-funded)
31/03/2010 31/03/2009
The major categories of plan assets as a percentage of total plan #

5 Benefits Paid -
6 Actuarial (gain) / loss on Obligation (0.74)

3 Contributions -
4 Benefits Paid -
5 Actuarial gain(loss) on Plan Assets -

4 Net Actuarial gain (loss) recognized in the year (0.74)
6 Expenses Recognized in the statement of Profit & Loss 2.92
1 Discount Rate 7.75%
2 Expected Rate of Return on Plan Assets -
3 Expected Rate of Salary Increase 6.50%
4 Attrition Rate 6.50%
5 Mortality Post-retirement Ultimate
# Previous year figures are not given as the leave encashment was recognized on full liability basis.
108
8.1 List of Related Parties and Relationship
A. Holding Company - Ess Dee Aluminium Limited
B. Fellow Subsidiary - India Foils Limited
C. Key Management Personnel - Mr. Sudip Dutta
- Mrs. Aarti Dutta
- Mr. Abhijeet Bose.
- Mrs Vinaya Desai.
D. Relatives of Key Management Personnel - Mr. Abhishek Deshmukh
E. Enterprises over which key management - Vyoma Investments and Finance
personnel and their relatives are able to Company Private Limited
exercise significant influence
Rs in Lacs
Nature of Key Relative of key Related Fellow
Transaction Management Management Enterprises Subsidiary
Personnel Personnel
Sale of Material/Finished Goods

Ess Dee Aluminium Limited - - 6.87 -
- - (PY 13.88) -
Total - - 6.87 -
- - (PY 13.88) -
Purchase of Material/Finished Goods
Ess Dee Aluminium Limited - - 4,421.03 -
- - (PY 5,803.81) -
India Foils Limited - - - 1,987.97
- - - (PY 356.76)
Total - - 4,421.03 1,987.97
(PY 5,803.81) (PY 356.76)
Rent Paid
Mr. Sudip Dutta 22.00 - - -
(PY 22.00) - - -
Total 22.00 - - -
(PY 22.00) - - -
Salary
Mr. Abhishek Deshmukh - 2.73 - -
- (PY 2.25) - -
Mr. Abhijeet Bose 15.38 - - -
(PY Nil) - - -
- - - -
Mrs. Aarti Dutta - - - -
(PY 48.00) - - -
Total 15.38 2.73 - -
(PY 48.00) (PY 2.25) - -
109
Rs in Lacs
Nature of Key Relative of key Related Fellow

Transaction Management Management Enterprises Subsidiary
Personnel Personnel
Credit Balances as on
31.03.2010
Ess Dee Aluminium Limited - - 1,124.56 -
- - (PY 1,548.79) -
India Foils Limited - - - -
- - - (PY 284.89)
Mrs. Aarti Dutta - - - -
(PY 2.60) - - -
Total - - 1,124.56 -
(PY 2.60) - (PY 1,548.79) (PY 284.89)
Debit Balance as on 31.03.2010
India Foils Limited - - - 532.22
- - - (PY Nil)
Total - - - 532.22
- - - (PY Nil)
9. Leases (Accounting Standard - 19)

Operating Lease
respect of these leases as at 31st March 2010 and 31st March 2009 are as under.




Basic
Weighted Average Capital 2,00,00,000 2,00,00,000
EPS (Basic / Diluted) 5.92 6.13
110
Deferred Tax Liability / (Asset) at the year end comprise timing differences on account of:
Deferred Tax Liability / (Assets) As At As At
31/03/2010 31/03/2009
Related to Fixed Assets 82.92 58.85

Net Deferred Tax Liability 82.92 58.85
The Company claims exemption under section 80IB / 80IC of the Income Tax Act, 1961 (IT Act) for its
units Daman / Goa / Baddi & Sikkim.
12. Details of Movements in Provisions in Accordance with Accounting Standard 29

Rs in Lacs

01.04.2009 Additions made Reversed/ 31.03.2010
during the year Adjusted
Taxation CY 464.26 CY 265.35 CY 0.66 CY 728.95

(PY 298.34) (PY 166.32) (PY 0.41) (PY 464.26)
Other Provisions Nil CY 2.93 Nil CY 2.93

(PY Nil ) (PY Nil) (PY Nil) (PY Nil)
Out flow in respect of above provisions, both timing and certainty would depend on developments /
Additional information pursuant to paragraphs 3, 4C and 4D of part II of Schedule VI to the Companies Act,
1956.
13 Information regarding capacity, stocks, production and sale (as certified by Management)
13.1 i) Licensed Capacity: Not applicable
ii) Installed Capacity: Production depends largely upon designing skills adequate space
and competent staff. The term “installed capacity” does not have relevance
in relation to the items manufactured by the Company.
(As certified by the management and being a technical matter accepted by the auditors)
iii) Stocks, Production and Sales:
Details Unit Opening Closing Production / Quantity Sales Value

Stock Stock Consumption Sold Net of Excise
during
the year
Nos. Nos. Nos. Nos. Rs In Lacs.
Printed- Kgs CY 4,132 CY 9,650 CY 31,05,507 CY 30,99,989 CY 8,998.43

Aluminium Foil (PY Nil) (PY 4,132) (PY 25,68,267) (PY 26,64,135) (PY8,885.33)
111
13.2 Raw Materials Consumed:
2009-10 2008-09
*Nos Rs in Lacs *Nos Rs in Lacs
Aluminium Foil 30,85,378 5,664.11 28,04,171 5,736.81

100% Indigenous
Others 500.82 606.76
Grand Total 6,164.93 6,343.57
Notes: 1. * Quantity in various units of measurements

2. None of the items included in the groups individually account for 10% or more of the total value of
materials consumed. In the absence of verifiable records the Auditors have relied upon the management’s
representation to this behalf
14 Foreign Currency Earnings and outgoing

Rupees Rupees
Earnings in Foreign Exchange: Nil Nil
FOB Value of Exports Nil Nil
15 Previous year’s figures have been regrouped / reclassified wherever necessary.
Signature to Schedules

Sd/- Sd/- Sd/-
PLACE : MUMBAI
112
Balance Sheet Abstract and General Profile of the Company under Part IV to Schedule of the
Companies Act, 1956 (FAFPL)
Sr. Particulars Details

No.
I Registration Details
Registration No U27203MH2005PTC188967
State Code 24
Balance Sheet Date 31.03.2010
II Capital raised during the year (Rupees in Thousand)

Public Issue NIL
Right Issue NIL
Bonus Issue NIL
Private Placement NIL
III Position of mobilization and deployment of funds

(Rupees in Thousand)
Total Liabilities 10,86,433
Total Assets 10,86,433
IV Sources of Funds (Rupees in Thousand)

Paid up capital 2,00,000
Reserves and surplus 3,86,496
Deferred Tax Liability (Net) 8,292
Secured Loans 2,66,917
Unsecured Loans Nil
V Application of Funds (Rupees in Thousand)

Net Fixed Assets (Incl. of CWIP) 1,76,533
Investments 53
Net Current Assets 6,85,118
Miscellaneous Expenditure Nil
VI Performance of Company (Rupees in Thousand)

Turnover (Include other Income) 9,00,267
Total Expenditure 7,52,894
Profit/(Loss) Before Tax 1,47,373
Profit/(Loss) After Tax 1,18,431
Earning Per Share (Rs.) 5.92
Dividend (%) Nil
VII Generic Name of Principal Products of Company

(As per monetary terms)
Item Code No (ITC Code) Manufacture of Blister
Aluminium Foil 76.07
113
K
N
LA
B
FT
LE
LY
L
A
N
IO
T
EN
T
IN
IS
E
G
PA
IS
TH
114
Regd. Office: P. No. 124-133, Panchal Udyog Nagar, Bhimpore, Daman-396210
6TH ANNUAL GENERAL MEETING
PROXY FORM
DP Id*....................... Folio No......................................
Client Id*................... No. of Shares held.....................
(*Applicable for investors holding shares in electronic form)
I/We.................................................................of……………………………………………………in the
district of ..............................................................................................................being member(s) hereby
appoint .....................................................................of............................in the district of
................................................... (or failing him/her) ......................................of........ ........................... in the
district of ................................................. (or failing him/her) ......................................of........ ..............in the
district of ................................................. as my/our proxy to attend and vote for me / us on my / our
behalf at the Annual General Meeting of the Company to be held on Tuesday, the 14th December
2010, at 12.30 p.m. at Hotel Miramar, Devka Beach, Daman- 396 210, and at any adjournment thereof.
Affix
Re. 1
Revenue
Stamp
AS WITNESS my hand/our hands this.......... day of ……….....2010

N.B. : The instrument appointing proxy shall be deposited at the Registered Office of the Company not
later than 48 hours before the commencement of the meeting.

Regd. Office : P. No. 124-133, Panchal Udyog Nagar, Bhimpore, Daman-396210
6TH ANNUAL GENERAL MEETING
ATTENDANCE SLIP
DP Id*....................... Folio No......................................
Client Id*................... No. of Shares held.....................
(*Applicable for investors holding shares in electronic form)
Name of the Member........................................................................................................................
No. of Shares held.............................................................................................................................
Name of the Proxy..............................................................................................................................
(to be filled only when a proxy attends the meeting)
I hereby record my presence at the 6th Annual General Meeting of the Company on Tuesday, the
14th December 2010, at 12.30 p.m. at Hotel Miramar, Devka Beach, Daman -396 210
Signature of Member/ Proxy
*This slip may please be handed over at the entrance of the meeting hall.
Note: Members are requested to bring their copies of the Annual Report to the meeting

Essdee 2010 AR

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C O N T E N T S

Corporate Governance Report 23

Auditors’ Report – Consolidated 69

Directors’ Report – Flex Art Foil Private Limited 89

Auditors’ Report – Flex Art Foil Private Limited 93

Financials – Flex Art Foil Private Limited 96

The Sixth Annual General Meeting will be held on

Place: Mumbai By order of the Board of Directors

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING

None of the other directors are concerned or interested in the Resolutions.

Place: Mumbai By order of the Board of Directors

CONSEQUENT TO THE MERGER

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

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

b) Own Generation (through diesel generator)

B Consumption per unit of production

(B) Technology absorption, adaptation and innovation

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

Annexure to ‘B’ the Directors’ Report

Name Designation Experience Date of Remu- Age Last Qualification

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

1. Name of the Subsidiary Flex Art Foil Private

2. Holding Company’s Interest 200,00,000 Equity Shares

3 Extent of Holding 100%

4 Subsidiary’s Financial year ended on March 31, 2010

5 Net aggregate amount of subsidiary’s profit not dealt within Rs in Lacs

6 Net aggregate amount of subsidiary’s profit dealt within

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

Name of Director Category No. of Board No. of Directorship/committee(s) positions

Mr. Sudip Dutta Promoter 5 Yes 1 1 —-

* Appointed as Additional directors on January 14, 2010 vide circular resolution.

Nature of Received during Cleared/attended Pending at the end

Mr. Sudip Dutta Chairman & 16218927 303.67 303.67 None

Mr. Prasenjit Datta Whole Time 1355 21.70 21.70 None

Mr. Rajib Director - 1475 6.94 6.94 None

b) Non - Executive Directors

Name Sitting Fees Number shares held as on

7. GENERAL BODY MEETINGS

To the Shareholders of Ess Dee Aluminium Limited

Sub: Compliance with Code of Conduct

Mumbai, Sudip Dutta

TRADING IN THE COMPANY’S SHARES BY DIRECTORS AND DESIGNATED EMPLOYEES

iv) Date of book closure

Indices: Sensex For the period: April 2009 to March 2010

Month OPEN HIGH LOW CLOSE PRICE/ PRICE/ DIVIDEND

ix) Registrar and Transfer Agents

Distribution of shareholding by ownership as on 31st March, 2010

Plot No. 161, 1, Sagore Dutta Ghat Road,

No.57/5/2, Bhenslore, Village & P.O. Hoera

iii) instances of significant fraud of which we have

c. We accept responsibility for establishing and Mumbai,

For M.P. Chitale & Co.

To the Members of Ess Dee Aluminium Limited

For M.P. Chitale & Co.

Name of the party Relationship Max bal during Balance as on

Rs. in Lacs Rs. in Lacs

Sudip Dutta Chairman and MD 9.38 Nil

Note: Interest due on above Rs.157.47 lacs

Statute Amount Financial year to which Forum where

Income Tax 225.56 2005-06 Asst Commissioner

Income Tax 624.48 2006-07 Asst Commissioner

For erstwhile IFL

Name of the Nature Amount Period to which Forum where