Parekh Aluminex Limited - Moneycontrol.com...Concept & design by Printed at Dot Communications Annual Report 2011-12 Parekh Aluminex Limited Annual Report 2011 - 12 Parekh Aluminex

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Annual Report 2011-12

Parekh Alum

inex Limited

Annual R

eport 2011 - 12

Parekh Aluminex Limited

Parekh Aluminex Limited601, Auto Commerce House, Kennedy Bridge, Nana Chowk,

Mumbai 400 007, INDIA

CAUTIONARY STATEMENT

In this Annual Report we have disclosed forward-looking information to enable investors to comprehend our prospects and take informed investment decisions. This report and other statements - written and oral - that we periodically make contain forward-looking statements that set out anticipated results based on the management’s plans and assumptions. We have tried wherever possible to identify such statements by using words such as ‘anticipates’, ‘estimates’, ‘expects’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any discussion of future performance.

We cannot guarantee that these forward looking statements will be realized, although we believe we have been prudent in assumptions. The achievement of results is subject to risks, uncertainties and even inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Readers should bear this in mind.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

Contents

02Corporate Information

04Chairman’s Speech

06Notice

08Directors’ Report

12Management Discussion & Analysis

14Report on Corporate Governance

25Financial Section

PAREKH ALUMINEX LIMITED


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CORPORATE INFORMATION

Board of Directors

Mr. Amitabh Parekh : Chairman and Managing Director

Mr. Kiran Parikh : Director

Mr. Devanshu Desai : Director

Mr. Vikram Mordani : Director

Audit Committee

Mr. Vikram Mordani : Chairman

Mr. Devanshu Desai : Member

Mr. Kiran Parikh : Member

Share Transfer Committee




Shareholders’ / Investors’ Grievance Committee




Remuneration Committee

Mr. Devanshu Desai : Chairman


Mr. Vikram Mordani : Member

Debenture Issue Committee

Mr. Amitabh Parekh : Chairman

Mr. Vikram Mordani : Member


Registered Office

601, Auto Commerce House, Kennedy Bridge, Nana Chowk, Mumbai-400 007, INDIA

Administrative Office

G-11, Everest Building, 8th floor, Tardeo, Mumbai Central, Mumbai-400 034, INDIA

Tel: 91-22-40844777

Fax: 91-22-23523777 / 23524777

E-mail: [email protected]

Website: www.parekhaluminex.com

Bankers

Indian Overseas Bank

Export-Import Bank of India

Punjab National Bank

State Bank of India

Union Bank of India

Bank of Baroda

AuditorsM/s. C.V. Pabari & Co. Chartered Accountants Mumbai, INDIA

Manufacturing Units

•SurveyNo.204/1/2,NearDadraCheckPost, Village Dadra-396 191, U.T. of D. & N.H., INDIA

•SurveyNo.207,PlotNo.4,NearDadraCheckPost, Village Dadra-396 191, U.T. of D. & N.H., INDIA

•SurveyNo.208,UnitNo.8,NearDadraCheckPost, Village Ddra-396 191, U.T. of D. & N.H., INDIA

Registrar & Share Transfer Agents

TSR Darashaw Ltd.

6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai-400011

Tel.: 91-22-66568484

Fax: 91-22-66568484

www.tsrdarashaw.com

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IMPORTANT COMMUNICATION TO SHAREHOLDERS

The Ministry of Corporate Affairs (“MCA”)

has launched a “Green Initiative in Corporate

Governance by allowing paperless compliances

by the Companies. In accordance with the

circular bearing nos. 17/ 2011 and 18/2011 dated

April 21, 2011 and April 29, 2011, issued by the

Ministry, Companies can now send various notices /

documents (including notice calling Annual General

Meeting, Audited Financial Statements, Directors’

Report, Auditors’ Report, etc.) to their shareholders

through electronic mode to the registered e-mail

addresses of the shareholders and the same is

deemed as valid service in terms of Section 53 of

the Companies Act, 1956.

Keeping in view the underlying theme and the

circular(s) issued by MCA, the Company proposes

to send Notices of General Meeting(s), Financial

Statements, Annual Reports and other shareholders’

communications in electronic mode. This will be sent

to the shareholders’ e-mail address(es) provided by

the depositories and registered with the Company.

E- mail Communications to the shareholders will

result in multiple benefits as under:

• Timely receipt of all communications without

any transit loss.

• Helping in protecting environment and

conservation of resources.

• Easy storage in soft copy, thereby eliminating

the requirement of storage of bulky documents

for subsequent reference.

The Company will simultaneously display

full text of the Annual Report and other

shareholders’ communications on its website

www.parekhaluminex.com as soon as the same is

emailed to the shareholders and will also be made

available for inspection at the Registered office of

the Company during the office hours.

Members who hold shares in physical form and

desire to receive the documents in electronic

mode are requested to provide their details (name,

folio no., email-id) on the Company’s email-id viz.

[email protected]. Members who hold

shares in electronic form are requested to get their

details updated with the respective depositories.

The shareholders of the Company, receiving the

documents in electronic mode, will be entitled to be

furnished, free of cost, a printed copy of the Annual

Report and other shareholders communications of

the Company, upon receipt of a requisition from

shareholder, at any time.


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CHAIRMAN’S SPEECH

Dear Shareholders,

First and foremost I am highly obliged for having

kept faith and invested confidently in your Company.

It is my privilege to be at the helm of the affairs

of a Company which is progressively taking giant

strides and buoyantly exceeding prevailing industry

norms. It is a pleasure to be dealing with everyday

challenges as those challenges not only re-define

our limits but also empower us to out-perform.

It gives me immense pleasure to announce that

your Company has posted 52% growth in the top

line and 26 % growth in the bottomline compared to

last year. The production capacities have increased

by 15 %. As usual the Company did not have to

contend with any rejections – showing its unique

strength in quality controls. Overall exports grew by

76%. There were zero bad debts, showcasing the

Company’s controls.

This year the Company expects to have a topline

growth of approximately 40% based on the

Company’s order- book size and its execution

capacity.

Going by the vectors of the potential and promise,

there is a great future for the products of the

Company. Domestically many states are banning

plastic, the best replacement to that is your

Company’s products. Your Company’s products

are 100% recyclable, eco- friendly, aesthetically

appealing, safe, convenient and comparatively

cheaper. A further boost to the product demand

comes from changing lifestyle from 2 and 3 tier

cities.

Today the issue which the Company is facing is

not in respect of sales but of making the products

available to public at large. Until some time back

the Company was catering to Railways, Airlines,

Railway Contractors, base kitchens, flight caterers,

restaurants, fast food chains, bakeries, hospitals,

hotels, etc. Now the Company has begun sales to

outlets of Bharti Walmart, Reliance, Big Bazaar etc.

The Company wants its presence in the pan- India’s

retails shop outlets, so that the Company’s products

become household necessity products.

For the said purpose the Company is in the midst

of organizing a new team, logistics, branding and

advertisements. Hopefully we should be able to

achieve our goal of starting the retailing of the

Company’s products early next year.

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In the overseas market your Company is acquiring

US based American Foils. The reason is that your

Company already makes ` 936.98 million sales to

the US. With this acquisition there would be lots

of synergies which would help the Company to

augment its sales in the US market by double digit

year on year.For the other markets like the UK and

Middle East, the demand is already rising for your

Company’s products, but as per the policy, our first

preference is domestic sales, as in India the market

is still at a very nascent stage and there is a huge

growth potential on the horizon.

To conclude, I would like to thank all the Investors,

Bankers, Financial Institutions, Employees,

customers and vendors who have stood by the

Company and have put in faith and loyalty. Further,

being at the helm of the affairs, I would like to

consolidate the Company with a strong foundation,

system driven efficiency, satisfaction to the core

for the employees, trusted product for the mass

consumers, and an incremental value addition in the

value chain for Investors, stake holders, and above

all for our clients and consumers.

It will be my endeavour to see that the Company

meticulously adheres to the norms of Corporate

Governance, following the rules and regulations of

the land, being eco-friendly as far as possible and

to try to do whatever is possible for the uplift of the

weaker sections of the society.

With regards

Amitabh Parekh Chairman and Managing Director

August 25, 2012


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NOTICE

Notice is hereby given that the Eighteenth Annual General Meeting of the members of Parekh Aluminex Limited will be held on Saturday, 29th day of September 2012, at The Bombay Presidency Radio Club Limited, 157, Arthur Bunder Road, Colaba, Mumbai- 400 005 at 10.30 A.M. to transact the following businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2012 and the Statement of Profit and Loss for the year ended on that date together with the reports of the Board of Directors’ and Auditors’ thereon.

2. To declare a dividend on equity shares.

3. To appoint a Director in place of Mr. Vikram Mordani, who retires by rotation and being eligible, offers himself for re-appointment.

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

“RESOLVED THAT M/s.Chaturvedi & Shah, Chartered Accountants, Mumbai (FRN 101720W) be and are hereby appointed as Statutory Auditors of the Company, in place of retiring Auditors M/s. C. V. Pabari & Co., Chartered Accountants, Mumbai (FRN 114402W), (who have expressed their inability to continue as the Auditors of the Company), who shall hold office from the conclusion of this Annual General Meeting upto the conclusion of next Annual General Meeting of the Company at such

remuneration as may be decided by the Board of Directors in consultation with the said Auditors.”

For and on behalf of the Board of Directors

Amitabh ParekhChairman and Managing Director

Registered Office601, Auto Commerce House,Kennedy Bridge, Nana Chowk,Mumbai - 400 007.

Place: MumbaiDate: August 25, 2012

EXPLANATORY NOTE TO ITEM No. 4

The present Auditors M/s. C.V. Pabari & Co., Chartered Accountants, Mumbai (FRN 114402W), who would be retiring at the conclusion of the forthcoming Annual General Meeting have expressed their inability to continue as the Auditors of the Company.

The Company has received special notice as required under Section 225 of the Companies Act 1956, proposing the appointment of M/s.Chaturvedi & Shah, Chartered Accountants, Mumbai as the Auditors. M/s. Chaturvedi & Shah have forwarded to the Company certificate stating that the appointment if made, will be within the limit specified in section 224 (1B) of the Companies Act 1956.

The Directors recommend the ordinary Resolution at item no. 4 of the Notice for your approval.

None of the Directors of the Company, in any way, are concerned or interested in the above resolutions.

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF ON POLL ONLY AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FOR HOLDING OF THE MEETING.

2. Corporate Members intending to send their authorised representative(s) to attend the Meeting are requested to send a certified copy of the Board Resolution pursuant to Section 187

of the Companies Act, 1956 authorizing such representative(s) to attend and vote on their behalf at the Meeting.

3. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, September 24, 2012 to Saturday, September 29, 2012 (both days inclusive)

4. The dividend on Equity Shares, if declared at the Annual General Meeting will be paid to those members whose names shall appear on the Company’s Register of Members as on the date of Annual General Meeting of the Company i.e. September 29, 2012.

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5. Members holding shares in electronic form may note that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company or its Registrars and Share Transfer Agents can not act on any request received directly from the members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the members.

6. Members holding shares in electronic form are requested to intimate immediately any change in their address or bank mandates to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form are requested to advise any change in their address immediately to the Company/ Registrars and Share Transfer Agents, TSR Darashaw Limited.

7. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are therefore requested to submit the PAN details to their Depository Participants (DP) with whom they are maintaining demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

8. The unclaimed dividend of the Company for the financial year ended March 31, 2004 has been transferred to the Investor Education and Protection Fund of the Central Government as

required under Section 205C of the Companies Act, 1956.

9. In terms of Sections 205A and 205C of the Companies Act, 1956, the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company is required to be transferred to the Investors Education and Protection Fund established by the Central Government and no claims lie against the said fund or the Company for the amount of dividend so transferred to the fund. Shareholders who have not yet encashed their dividend warrant(s) for the financial year ended March 31, 2005 or any subsequent financial years are requested to make their claims to the Company.

10. Members who wish to obtain any information on the Company or view the accounts for the financial year ended March 31, 2012 may visit the Company’s corporate website www.parekhaluminex.com or send their queries atleast 10 days before the Annual General Meeting to the Secretarial Department at the administrative office of the Company.

11. Members desirous of making a nomination in respect of their shareholding in the Company, as permitted under Section 109A of the Companies Act, 1956, are requested to send the same to the office of the Registrar and Share Transfer Agents of the Company.

12. Members are requested to bring their Admission slips alongwith copy of the Annual Report and accounts to the Annual General Meeting.

13. In pursuance of Clause (IV)(G) of the Listing Agreement, the details of Directors seeking re-appointment at the ensuing Annual General Meeting to be held on Saturday, September 29, 2012 are given as follows:

Name of The Director Mr. Vikram Mordani

Date of Birth 29/03/1974

Nationality Indian

Date of Appointment as a Director 29/03/2010

Designation Independent Director

Qualification He is B.E. in Computer Science from Mumbai and MBA from European School of Management with a specialisation in Finance.

Experience/Expertise He possesses a work experience of more than twelve years and has been instrumental in setting up manufacturing units and has professional expertise in the domain of manufacturing.

Shareholding in the Company Nil

List of Directorships held in other Companies (except Private, Foreign and Section 25 Companies)

AAP Prabhadevi Infracon Limited

List of Chairmanship and Membership in Other Public Companies (considered only Audit Committee and Shareholders’ /Investors Grievance Committee)

NIL

Relationship with existing Directors of the Company Not Related


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DIRECTORS’ REPORT

Dear Shareholders,

Your Directors take pleasure in presenting the Eighteenth Annual Report together with the Audited Accounts

for the financial year ended on March 31, 2012.

FINANCIAL RESULTS

(` in Millions)

Particulars March 31, 2012 March 31, 2011

Income

Net Sales (Net of Excise duty) 13,697.53 9,023.46

Other Income 36.48 17.82

Total Income 13,734.01 9,041.28

Expenses

Consumption of R.M. 10,297.04 6,770.17

Other Expenditures 919.95 654.17

Total Expenses 11,216.99 7,424.34

Profit before finance cost and depreciation 2,517.02 1,616.94

Finance Costs 714.36 363.07

Depreciation 599.23 441.86

Profit before tax 1,203.43 812.01

Tax Expenses• Current• MatCredit• Deferred

255.00(11.67)113.50

160.000.00

(20.50)

Net Profit after tax 846.60 672.51

Appropriations

Proposed Dividend 51.76 45.29

Tax on Dividend 8.40 7.70

Debenture Redemption Reserve 148.90 67.60

General Reserves 85.00 67.50

Balance carried forward 2,214.45 1,670.57

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FINANCIAL PERFORMANCE

The Company for the period ended March 31, 2012

recorded a turnover of ̀ 13,697.53 million, as against

` 9,023.46 million for the period ended March 31,

2011. The profit before tax is ` 1,203.43 million for

the period ended March 31, 2012, as against ̀ 812.01

million for the previous period. The profit after tax is

` 846.60 million as against ` 672.51 million for the

previous period.

TRANSFER TO RESERVES

During the year under review, the balance transferred

to General Reserve amounts to ` 85 million as

compared to ` 67.50 million for the previous year.

DIVIDEND

The Board of Directors of the Company has

recommended a dividend of ` 4/- per share. i.e.

40% aggregating to ` 51.76 million. Together with

corporate dividend tax of ` 8.40 million, the total

payout works out to ` 60.16 million. The dividend,

if approved, shall be payable to the shareholders

registered in the books of the Company and the

beneficial owners as per details furnished by the

depositories as on September 29, 2012.

TRANSFER TO INVESTOR EDUCATION AND

PROTECTION FUND

The Company has transferred a sum of ̀ 0.14 million

in respect of unpaid/ unclaimed dividend for the

Financial Year ended March 31, 2004 to the Investor

Education and Protection Fund of the Central

Government as required under Section 205C of the

Companies Act, 1956.

DIRECTORS

In accordance with the provisions of Section 256

of the Companies Act, 1956 and the Articles of

Association of the Company, Mr. Vikram Mordani

retires by rotation at the ensuing Annual General

Meeting of the Company and being eligible,

offers himself for re-appointment. Your Directors

recommend his re-appointment as Director of the

Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act,

1956, the Directors hereby confirm that:

1. In preparation of the Annual Accounts for

the year ended March 31, 2012 the applicable

Accounting Standards have been followed along

with proper explanation relating to material

departures;

2. They have selected such accounting policies

in consultation with the Statutory Auditors and

applied them consistently and made judgements

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 ended March 31, 2012 and the profits of the

Company for that year;

3. To the best of their knowledge and information,

they have taken proper and sufficient care

for the maintenance of adequate accounting

records in accordance with the provisions of

the Companies Act, 1956 for safeguarding the

assets of the Company and for preventing and

detecting fraud and other irregularities;

4. They have prepared the Annual Accounts on a

going concern basis.


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PUBLIC DEPOSITS

Your Company has neither accepted nor renewed

any deposit within the meaning of Section 58A and

58AA of the Companies Act, 1956 and rules made

thereunder during the year ended March 31, 2012.

AUDITORS

M/s. C. V. Pabari & Co., Chartered Accountants,

Mumbai, the Statutory Auditors of the Company,

who would be retiring at the conclusion of the

forthcoming Annual General Meeting have

expressed their inability to continue as the Auditors

of the Company.

The Company has received special notice as

required under Section 225 of the Companies Act

1956 proposing the appointment of M/s. Chaturvedi

& Shah, Chartered Accountants, Mumbai (FRN

101720W) as the Statutory Auditors of the Company.

M/s. Chaturvedi & Shah, Chartered Accountants

have forwarded to the Company certificate stating

that the appointment, if made, will be within the limit

specified in Section 224 (1B) of the Companies Act,

1956.

Your Directors recommend their appointment as

Statutory Auditors of the Company for the Financial

Year 2012-13 and to hold office up to the conclusion

of the next Annual General Meeting of the Company.

COST AUDITORS

Pursuant to the provisions of Section 233B

of the Companies Act, 1956 and in terms of

order no. 52/26/CAB-2010 dated June 30, 2011 issued

by Central Government,and subject to the approval of

the Central Government, the Company has appointed

M/s. Kasina & Associates, Cost Accountants

(FRN 01303) as the Cost Auditors of the Company for

Audit of the cost accounting records for the financial

year 2011-12 and 2012-13.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance and

future outlook of your Company is given in the

Management Discussion and Analysis, which forms

part of this Report.

CORPORATE GOVERNANCE

Your Company is compliant with the requirements

of Clause 49 of the Listing Agreement. Necessary

disclosures have been made in this regard in the

Corporate Governance Report. A certificate from

the Statutory Auditors of your Company regarding

compliance with the requirements of Corporate

Governance as stipulated under Clause 49 of the

Listing Agreement is attached to this report. The

report on Corporate Governance is included and

forms part of this report.

LISTING

The equity shares of the Company continue to be

listed on BSE and NSE. The annual listing fees for

the financial year 2012-13 have been paid to the

Stock Exchanges.

PARTICULARS OF EMPLOYEES

As required under the provisions of Section 217(2A)

of the Companies Act, 1956 read with Companies

(Particulars of Employee) Rules, 1975, as amended,

details of employees who were in receipt of

remuneration exceeding the limits as prescribed

under the said Section is given as below:

Name & Designation

Nature of employment

whether contractual

or otherwise

Nature of Duties

Other terms & conditions

Salary & Perquisite Received

Qualification &

Experience (years)

Date of commencement of Employment

Age (Years)

Previous employment

held

% of Equity Shares

held

Mr. Amitabh Parekh

Chairman and Managing Director

Contractual Overall Management

As applicable to other senior

executive of the

company

` 24 million

B. Com &

18 Years

01-09-1994 39 Nil 23,06,650

(17.83%)

* Apart from above there are no other employees who are receiving a salary of more than ` 5 Lacs per month or ` 60 Lacs per annum.

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CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

EARNINGS & OUTGO

Information as per Section 217(1)(e) read with the

Companies(Disclosure of Particulars in the Report of

Board of Directors) Rules, 1988 and forming part of

the Directors’ Report for the year ended March 31,

2012 are as follows:

CONSERVATION OF ENERGY

The Company has a strong commitment towards

energy conservation for the benefit of the nation

and itself. Efforts to optimize process parameters,

modernize & upgrade technology as well as

equipments, with the objective of increasing energy

productivity are continuous and ongoing. Company

ensures optimization of resources and is committed

to control wastages and avoid air and water pollution.

Water is used on minimal basis. Company in order to

conserve energy and fuel, have installed high speed

globally accredited automatic machines which has

higher productivity and thus consumes less power.

Company has a strategy of recycling of certain

waste and thus conserves energies. Automatic

loading area, specialized warehousing saves extra

movement of vehicles and thus saves fuel and

power. Company has aspirators with scrap bailing

system to reduce scrap % and increase productivity.

TECHNOLOGY ABSORPTION, RESEARCH AND

DEVELOPMENT AND RESULTANT BENEFITS

Company has unique innovation strategy and

has developed and trained human force to adopt

international technology to be used in process.

Company has automatic packing unit for foil

containers and household foils which increases

productivity and reduces manual handling and well

equipped in-house tool room for machine and mould

maintenance having leath machine, surface grinder

drill machine, surface grinder, bench grinder. New

stackers developed for semi automatic machines

which has increased productivity and minimized

manual handling of the product. Company is market

leader in India due to its technical innovation and

focus on continous upgrdation. Company has

philosophy of continous review and development of

new innovative process.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year Company’s foreign exchange

transactions are as follows:

[` in Millions]

Particulars March 31, 2012 March 31, 2011

Foreign Exchange earnings

1,626.43 924.79

Foreign Exchange outgo

2,118.82 1,265.72

APPRECIATION

The Directors acknowledge with gratitude and wish

to place on record their deep appreciation of the

continued support and co-operation received by the

Company from the various Government authorities,

Shareholders, Bankers, business associates,

customers and Financial Institutions during the year.

The Directors place on record their deep

appreciation of the dedication and commitment of

your Company’s employees at all levels and look

forward to their continued support in the future as

well.


Amitabh Parekh

Chairman and Managing Director

Place: Mumbai

Date: August 25, 2012


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MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENT

India has witnessed a huge transformation

in economic and social growth resulting into

emergence of the large Aluminium container and

Kitchen Foil Industry. This industry predominantly

was run as small scale operations by individual

operators but has been transformed into organized

structured Industry recognized as Packaging

products mainly in Food sector, Caterings, Railways,

Airlines, Hotels, Restaurants, etc. Aluminium being

biodegradable and good for Food packaging, the

Industry is gradually migrating into a FMCG sector.

Further the product application for Aluminium

containers has been into Health and Hygiene sector

also like Hospitals and Health centres resulting into

a sector being termed as Aluminium Consumer

goods sector. Currently India has limited players

in organized sector in Aluminium Containers and

Kitchen Foils. Hardly couple of players may fall in

category of unorganized and organized players

while on small scale and local area basis there may

be few more who have insignificant share in market

making. The Country has been seeing huge demand

of this products due to increased urbanization and

hygiene awareness resulting into growth by existing

players and also few global Companies are trying

to market their product initially and may get into

operations as and when they find the market ready

for their products. Further the Company is constantly

introducing newer products for newer application

for newer markets; thereby increasing the overall

market of the products.

FINANCIAL PERFORMANCE

Economic growth in India during the last year has

distinctly slowed down. Industrial growth was

soft and not in a buoyant mode. There was no

encouraging reports from Indian Exports.

Despite the gloomy situation, Parekh Aluminex

Limited (PAL) registered a sales growth of 49%

in the domestic market and 73% in the export

market. EBIDTA grew by 56% and profit after tax

grew by 26%. Domestic Sales grew as a result of

the Company’s expanding market presence due to

increase in applications of the product, enhanced

need for hygiene and awareness about the eco

friendly nature of our products. The Company also

started sales to big retailers like Bharti Walmart,

Reliance, Big Bazaar etc. Export business grew with

growth coming from US and UK markets. EBIDTA to

Sales was 17.92% last year, this year it is 18.38%;

there is an improvement of 2.57% due to economies

of scale and better efficiencies. Net Profit to sales

was 7.45% last year, whereas this year it is 6.18%.

The deterioration is due to high finance cost as

compared to last year due to higher borrowings.

Since the Company has entered absolutely nascent

retail market of foil containers & foil rolls, with more

than 250 varieties the inventories have gone up.

OPPORTUNITIES

The young population, urbanization, international

exposure to the current people, environmental

rules and regulations, nuclear family concepts, huge

demand for improved hygiene levels, huge growth

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in retail markets, provides huge opportunities to

scale up this business and industry will see huge

multiple growth in years to come.

THREATS

• Substitutionwithotherpackagingmaterial

• Not meeting the demand due to production

constraints

• Managingthenewretailbusinessviz:logistics,

selling chain, etc.

However substitution product to be successful

needs to be cheaper, eco- friendlier and better than

the Company’s products.

Company shall plan expansion in advance to meet

the demand and with a strong new management

team the new retail business should be able to be

managed effectively.

RISKS AND CONCERNS

All the plants of the Company are at one location. Due

to that Company derives huge economies of scale &

efficiencies. But there is always a risk of any natural /

unnatural eventualities occurring; that shall effect the

entire operations of the Company. Since Company is

entering retail sales; there would be challenges over

supply chain, logistics etc. Inventories and debtors

level is expected to be high till such time that the

retail business stabilizes. Demand not matching up

with the supply as by the end of 2012-13 production

capacities of the Company would be almost at the

optimum utilization. There could be a slight drop in

the bottomline in case of finance cost going up.

CURRENT YEAR’S OUTLOOK

Going forward Company plans to focus more towards

retail business, product brand building, develop

custom made products for food chains. This will

result in a fundamental change in perception about

the Company and there will be lots of value addition

thereby increasing the bottom line of the Company.

Branding of the Company’s product range will also

improve the image of the Company. Company has

also started sales of coloured foil containers and foil

rolls, which not only gives edge to the product line

but also creates value additions. Company is also

in process of putting various systems/ processes

in place, so that eventually the Company is system/

processes driven. We are also in the process of

building a much stronger and professional team in

various faculties to facilitate smooth working.

Based on Company’s order book position and

execution capabilities; we are hopeful of achieving

40% growth in the topline of the Company. We also

expect to increase our retail business share. This year

the team, logistics, branding and advertisements

would be in place along with the entire supply chain

to launch the retail packs of foil containers and foil

rolls. We target to have everything in place by this

yearend so as to kick start the business from early

next year onwards. In the current year we shall also

be exploring new markets for exports. Overall we

look to the immediate future with optimism & sense

of well being.


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CORPORATE GOVERNANCE REPORT(As required under Clause 49 of the Listing Agreement entered into with the Stock Exchanges)

1. COMPANY’S PHILOSOPHY

The Company believes in abiding by the Code of Governance so as to be a responsible corporate citizen and to serve the best interest of all the stakeholders, viz., the employees, shareholders, customers, vendors and the society at large. The Company seeks to achieve this goal by being transparent in its business dealings, by disclosure of all relevant information in an easily understood manner and by being fair to all stakeholders, by ensuring that the Company’s activities are managed by a professionally competent and independent Board of Directors.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report forms part of the Annual Report. Your Company is in full compliance with the requirements and disclosures as stated therein. A certificate from the Statutory Auditors of the Company confirming compliance of the Corporate Governance is appended to the Report on Corporate Governance.

Your Company is in compliance with all the requirements of the Code of Governance, enshrined in Clause 49 of the Listing Agreement.

2. BOARD OF DIRECTORS

The Board consists of eminent persons with considerable professional experience and expertise in business and industry.

i. Composition of the Board

As on March 31, 2012, the Company has four Directors on its Board, of which one is Executive Director and three Non-Executive

/Independent Directors. Mr. Rajendra Gothi, Whole-Time Director, resigned w.e.f. October 25, 2011. The composition of Board of Directors of the Company meets the stipulated requirements of Clause 49 of the Listing Agreement of the Stock Exchanges in the following manner:

Directors Category

Mr. Amitabh Parekh Chairman and Managing Director

Mr. Vikram Mordani Non-Executive /Independent Director

Mr. Devanshu Desai Non-Executive /Independent Director

Mr. Kiran Parikh Non-Executive /Independent Director

ii. Directors’ Attendance Record and Directorship Held

The names of Directors on the Board, their attendance at Board Meeting during the year and at the last Annual General Meeting and also the numbers of Directorship and Committee memberships held by them in other Companies are given below:

Name of the Director Attendance at the AGM held on

September 28, 2011

Attendance at the Board Meetings held during the

year

As on March 31, 2012

Total Meetings Attended

Directorship* Committee Chairmanship

Committee Membership

Mr. Amitabh Parekh Yes 26 12 0 0

Mr. Rajendra Gothi(Resigned w.e.f. October 25, 2011)

Yes 15 - - -

Mr. Kiran Parikh No 26 2 0 0

Mr. Devanshu Desai No 26 4 0 0

Mr. Vikram Mordani No 21 1 0 0

* Directorship held by directors does not include directorship in Foreign Companies, directorship in Companies incorporated under Section 25 of the Companies Act, 1956 and Private Limited Companies except for the Director who has resigned during the year and for which details as on March 31, 2012 are not available.

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None of the Directors on the Board is a member of more than ten Committees and Chairman of more than five committees (as specified in Clause 49), across all the Companies in which he is a Director.

Dates for the Board Meetings in the ensuing year are decided tentatively well in advance and communicated to the Directors. Additional meetings of the Board are held when deemed necessary by the Board.

The Board periodically reviews compliance of all laws applicable to the Company.

iii. Number of Board Meetings

Twenty Six Board meetings were held during the year 2011-12 and the gap between two meetings did not exceed four months. The dates on which the Board meetings were held are as follows:

a) 2011 - April 28, May 13, May 23, June 1, June 3, June 15, June 28, July 5, July 12, July 20, August 12, August 31, September 17, September 28, October 5, October 25, November 11, December 8, December 13 and December 26.

b) 2012 - February 10, February 29, March 15, March 16, March 23 and March 30.

3. AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchanges read with Section 292A of the Companies Act, 1956.

i. Terms of Reference

The following are the terms of reference and scope of the Audit Committee:

a) Overall assessment of the Company’s financial reporting process and the disclosure of its financial information and to ensure that the financial statements are correct, sufficient and credible.

b) Recommending the appointment, re-appointment and, if required, the replacement or removal of the Statutory Auditors and fixation of the audit fee and also approval for payment for any other services rendered by the Auditors.

c) Recommending the appointment, re-appointment and, if required, of the Cost Auditors and fixation of the audit fee and also approval for payment for any other services rendered by the Cost Auditors.

d) Reviewing with management the annual financial statements before submission to Board, focusing primarily on:

• Matters required to be includedin the Directors’ Responsibility Statement to be included in the Board’s Report in terms of clause (2AA) of Section 217 of the Companies Act, 1956.

• Changes, if any, in accountingpolicies and practices.

• Major accounting entries basedon exercise of judgement by management.

• Observations, if any, in the draftaudit report.

• Significant changes/amendments,if any, arising out of audit.

• Thegoingconcernassumption.

• Compliance with accountingstandards.

• Qualification in the draft auditreport, if any.

• CompliancewithListingAgreementand other legal requirements concerning financial statements.

• Any related party transactions i.e.,transaction of the Company of material nature, with promoters or the management, their relatives etc., that may have potential conflict with the interests of Company at large.

e) Review of quarterly/half yearly and annual financial results before submission to the Board for approval.

f) Reviewing, with the management, the statement of utilization/ 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 and making appropriate recommendations to the Board to take up steps in this matter.

g) Reviewing, with the management, the performance of Statutory Auditors and adequacy of internal control systems.

h) Discussion with Statutory Auditors, before the commencement of audit, on


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nature and scope of audit, as well as post-audit discussion to ascertain any area of concern.

i) Reviewing the Company’s financial and risk management policies.

j) Assessing the reasons for substantial defaults, if any, in the payment to the debenture holders, shareholders (in case of non payment of declared dividends) and creditors.

k) Carrying out any other function which is mentioned in the terms of reference of the Audit Committee.

ii. Composition, Names of Members and Attendance during the Year

As on March 31, 2012, the Audit Committee comprised of three Independent Directors.

Six Audit Committee Meetings were held during the financial year ended March 31, 2012 and the gap between two meetings did not exceed four months. The dates on which the Audit Committee Meetings were held are as follows: May 13, 2011, May 23, 2011, August 12, 2011, August 31, 2011, November 11, 2011 and February 10, 2012. Necessary quorum was present at the above meetings.

The composition of the Audit Committee and the details of meetings attended by the members of the Audit Committee are given below:

Name of the Member Designation No. of Audit Committee Meetings attended

Mr. Vikram Mordani Chairman 6

Mr. Rajendra Gothi (Resigned w.e.f. October 25, 2011)

Member 4

Mr. Devanshu Desai (w.e.f. October 25, 2011)

Member 2

Mr. Kiran Parikh Member 6

Statutory Auditors and Managing Director are invitees and they have attended all the meetings. The meetings are also attended by Accounts Manager. The Company Secretary acts as the Secretary to the Audit Committee.

4. SHAREHOLDERS’ / INVESTORS’ GRIEVANCE COMMITTEE

The Company has constituted a Shareholders’ / Investors’ Grievance Committee of Directors

to look into the redressal of complaints of Investors such as transfer of shares, non-receipt of dividend /notices / annual report, etc.

Composition, Names of Members and Attendance during the Year

As on March 31, 2012, the Shareholders’ / Investors’ Grievance Committee comprised of three Independent Directors. The Committee met 5 (Five) times during the year viz. May 13, 2011, August 12, 2011, November 11, 2011, February 10, 2012 and March 16, 2012.

The composition of the Shareholders’ / Investors’ Grievance Committee and the details of meetings attended by the members of the Shareholders’ / Investors’ Grievance Committee are given below:

Name of the Member Designation No. of Investors’Grievance

Committee Meetings attended


Chairman 2

Mr. Vikram Mordani (appointed as Chairman w.e.f. October 25, 2011)

Chairman/Member

3

Mr. Kiran Parikh Member 5Mr. Devanshu Desai Member 5

The Company Secretary acts as the Secretary to the Committee.

Name and Contact Details of Compliance Officer

Mr. Prasad Vaikul Add.: G-11, Everest Building, 8th Floor, Tardeo, Mumbai – 400034 Tel: 91-22-40844777 Fax:91-22-23523777 / 23524777 Email: [email protected]

Details of Investor Complaints Received and Redressed

Pending at the beginning of the year : NIL

Received during the year : 51

Redressed / Replied during the year : 51

Pending at the year end : NIL

5. SHARE TRANSFER COMMITTEE

The transfer of equity shares of the Company is approved by the Share Transfer Committee constituted to approve share transfers. The Share Transfer Committee met 5(five) times during the year viz. May 13, 2011, August 12, 2011, November 11, 2011, February 10, 2012 and March 16, 2012.

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Composition, Names of Members and Attendance during the Year

The composition and attendance of the members at the Share Transfer Committee Meetings are as follows:

Name of the Member Designation No. of Share Transfer Committee Meetings attended


Chairman 2

Mr. Devanshu Desai Member 5

Mr. Kiran Parikh Member 5

Mr. Vikram Mordani (w.e.f. October 25, 2011)

Chairman 3

The Company Secretary acts as the Secretary to the Committee.

6. REMUNERATION COMMITTEE

The Remuneration Committee is constituted in accordance with the Corporate Governance Code and the provisions of the Companies Act, 1956, having due regard to the relevant factors.

Composition of Remuneration Committee

Name of the Member Designation

Mr. Devanshu Desai Chairman

Mr. Kiran Parikh Member

Mr. Vikram Mordani Member

Remuneration/Sitting Fees and No. of shares held by Directors in the Company as on March 31, 2012

[Amt. in ` except No. of shares]

Name Salary Perquisites/allowances

Commission Sitting Fee Total No. of shares

Mr. Amitabh Parekh 2,40,00,000 - - - 2,40,00,000 23,06,650Mr. Rajendra Gothi (Resigned w.e.f October 25, 2011)

9,45,000 9,45,000 5,000

Mr. Kiran Parikh - - - 55,000 55,000 NILMr. Devanshu Desai - - - 45,000 45,000 NILMr. Vikram Mordani - - 41,500 41,500 NIL

* Except sitting fees no other payment is made to the Independent Directors/Non-Executive Directos.

Presently the Company does not have any scheme to grant option either to Directors or Employees.

7. DEBENTURE ISSUE COMMITTEE

Composition of Debenture Issue Committee

Name of the Member DesignationMr. Amitabh Parekh ChairmanMr. Rajendra Gothi (Resigned w.e.f. October 25, 2011) MemberMr. Vikram Mordani MemberMr. Devanshu Desai Member

8. DIVIDEND HISTORY

Year Mar-04 Mar-05 Mar-06 Mar-07 Mar-08 Mar-09 Mar-10 Mar-11 Mar-12% of Final Dividend 8.00 10.00 12.00 16.00 20.00 25.00 30.00 35.00 40.00


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9. GENERAL BODY MEETINGS

i. Annual General Meeting (AGM)

Year Meeting Location Date Time

2010-2011 AGM The Bombay Presidency Radio Club Ltd., 157, Arthur Bunder Road, Colaba, Mumbai – 400 005

September 28, 2011 4.00 P.M.

2009-2010 AGM Malabar Hill Club Ltd., B. G. Kher Marg, Mumbai-400 006

September 30, 2010 4.00 P.M.

2008-2009 AGM Malabar Hill Club Ltd., B. G. Kher Marg, Mumbai-400 006.

September 30, 2009 11.00 A.M.

ii. Postal Ballot

During the year under review, no resolution was passed by means of Postal Ballot. None of the businesses proposed to be transacted in the ensuing Annual General Meeting require passing of Special Resolution through Postal Ballot.

iii. Special Resolutions

Details of special resolutions passed in the Annual General Meetings during the last three financial years are as follows:

Date of Annual General Meeting

Number of Special Resolutions passed

Details of the Special Resolutions

September 28, 2011 1 Item No. 6: Authority to the Board of Directors of the Company under Section 293(1)(a) of the Companies Act, 1956 for creating charge on the assets.

September 30, 2010 3 Item No. 7: Approval of members for appointment of Mr. Rajendra Gothi as an Executive Director of the Company w.e.f. 1st October, 2009.

Item No. 8: Approval under Section 81(1A) to issue further equity shares in the aggregate principal amount not exceeding ` 5000 Million.

Item No. 10: Authority to the Board of Directors of the Company under Section 293(1)(a) of the Companies Act, 1956 for creating charge on the assets.

September 30, 2009 1 Item No. 7: Authority to the Board of Directors of the Company under Section 293(1)(a) of the Companies Act, 1956 for creating charge on the assets.

10. DISCLOSURES

i. Materially Significant Related Party Transactions

Transactions with related parties are disclosed in Note no. 24 of the Financial Statements in the Annual Report.

ii. Disclosure of Accounting Treatment

In the preparation of the financial statements, the Company has followed the accounting standards issued by the Institute of Chartered Accountants of India to the extent applicable

iii. Disclosure of Risk Management

The Company has initiated the risk assessment and minimization procedure.

iv. Compliance by the Company

The Company has complied with all the requirement of Regulatory Authorities. No penalties or strictures were imposed on it by the stock exchanges or SEBI or any matter related to capital market during the last three years.

v. Code of Conduct

The Company has adopted the Code of Conduct for all the members of the Board, Senior Management personnel and other executives of the Company. The Company has received confirmations from all the members of the Board and Senior Management Personnel regarding compliance of the Code during the year

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under review. The Code of Conduct is posted on the website of the Company.

vi. Review of Directors’ Responsibility Statement

The Board in its report has confirmed that the annual accounts for the year ended 31st March, 2012 have been prepared as per applicable accounting standards and policies and that sufficient care has been taken for maintaining adequate accounting records.

vii. CEO Certification

In terms of the requirements of Clause 49(V) of the Listing Agreement, the Chairman and Managing Director has submitted necessary certificate to the Board at its meeting held on August 25, 2012 stating the particulars specified under the said clause.

viii. Code for Prevention of Insider Trading Practices

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading Regulations), 1992 the Company has laid down a comprehensive Code of Conduct for prevention of Insider Trading for the Directors, Senior Management, Officers & Other Employees. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of the Company.

ix. Whistle Blower Policy

The Company has no formal Whistle Blower policy, however it takes cognizance of complaints made and suggestions given by the employees and whenever necessary, suitable corrective steps are taken for it. No personnel have been denied access to the Audit Committee of the Company.

11. MEANS OF COMMUNICATION

a) Quarterly/half yearly results are published in the leading English newspapers and Regional language newspapers.The results are also promptly forwarded to BSE and NSE.

b) Annual audited results, on approval by Board, are also published in the same way. They are also put on Company’s web site.

c) Company’s Website - www.parekhaluminex.com

d) Management Discussion and Analysis Report forms part of the Directors’ Report.

e) Company has not made any presentations to Institutional Investors or to the analysts during the year.

12. GENERAL SHAREHOLDER INFORMATION

i. Annual General Meeting

Date : Saturday, September 29, 2012.

Time : 10.30 A.M

Venue : The Bombay Presidency Radio Club Ltd., 157, Arthur Bunder Road, Colaba, Mumbai – 400 005

ii. Financial Calendar Financial Year: April 1 to March 31

Financial Results 2011-12 2012-13 (Tentative)

For the Quarter Ended June, 30

August 12, 2011

On August 14, 2012

For the Quarter Ended September, 30

November 11, 2011

By November 14, 2012

For the Quarter Ended December, 31

February 10, 2012

B y February 14, 2013

For the Quarter Ended March, 31

May 15, 2012

By May 15, 2013 (if Unaudited)

By May 30, 2013 (if Audited)

iii. Book Closure

The books shall remain closed from Monday, September 24, 2012 to Saturday, September 29, 2012 (Both days inclusive).

iv. Dividend Payment Date

From October 5, 2012 to October 10, 2012

v. Listing

At present, the equity shares of the Company are listed on BSE and NSE. The annual listing fees for the financial year 2012-2013 to BSE and NSE have been paid.

vi. Custodial Fees

The Company has paid custodial fees for the year 2012-13 to NSDL and CDSL on the basis of the number of beneficial accounts maintained by them as on March 31, 2012.

vii. Stock Codes / Symbol

Name of the Stock Exchange Stock Code/ Symbol

BSE 532606

NSE PARAL

Equity Shares are listed at BSE in “B/SMLCAP” Group and at NSE they are listed under “EQ” series.


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viii. International Securities Identification Number

The ISIN code of the Company is INE 620C01013 ix. Market Price Data

MonthBSE NSE

High Price`

Low Price`

High Price`

Low Price`

April, 2011 305.00 244.00 299.40 243.00May, 2011 260.95 239.95 261.90 232.00June, 2011 309.00 237.00 308.80 246.00July, 2011 295.35 248.00 295.00 250.00August, 2011 269.00 205.20 268.00 206.80September, 2011 273.00 222.00 273.95 221.00October, 2011 272.00 218.30 272.90 218.80November, 2011 246.50 177.80 248.85 176.20December, 2011 230.00 168.60 226.95 165.65January, 2012 297.00 165.85 298.70 164.00February, 2012 389.00 292.65 387.90 294.40March, 2012 372.00 289.70 368.00 293.00

Performance of Share Price of the Company

Chart A: Company’s Share Performance versus BSE SENSEX

Chart B: Company’s Share Performance versus NSE NIFTY

x. Registrar and Share Transfer Agents

TSR Darashaw Limited

6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai – 400011

Tel.: 022-6656 8484

Fax: 022-6656 8494

E-mail: [email protected]

Website: www.tsrdarashaw.com

xi. Share Transfer System

The Registrar and Share Transfer Agents, TSR Darashaw Limited, Mumbai, are authorised by the Board for processing of share transfers, which are approved by the Company’s Share Transfer Committee.

Share transfer requests are processed and dispatched to the shareholders generally within 30 days from the date of receipt. All valid requests for dematerialization of shares are processed and confirmation given to the depositories within 15 days.

Pursuant to Clause 47(C) of the Listing Agreement with the Stock Exchanges, on half-yearly basis, certificates have been issued by a Company Secretary-in-practice for due compliance of share transfer formalities by the Company.

xii. Dematerialisation of Shares & Liquidity

The Shares of the Company are available for trading under both the depository systems in India – National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) 93.98% (12044047 of total equity shares) of the shares are held in electronic form as on March 31, 2012.

Sr. No.

Category Total No of Shares

Total Records

% of Equity

1 NSDL 8122350 3095 62.77

2 CDSL 3921697 1401 30.31

3 Physical 895953 133 6.92

Total 12940000 4629 100.00

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Shareholding as on March 31, 2012

a) Distribution of Shareholding as on March 31, 2012

Group of Shares Holdings Amount (`) Percent To Equity Capital

No. of Holders

Percent To Total Share Holders

1 to 5000 401,310 4013100 3.10 4,135 89.335001 to 10000 176,629 1766290 1.36 215 4.6510001 to 20000 170,365 1703650 1.32 110 2.3820001 to 30000 115,445 1154450 0.89 45 0.9730001 to 40000 75,617 756170 0.58 21 0.4540001 to 50000 88,642 886420 0.69 19 0.4150001 to 100000 195,250 1952500 1.51 26 0.56Greater than 100000 11,716,742 117167420 90.55 58 1.25TOTAL 12,940,000 129400000 100.00 4,629 100.00

b) Categories of Equity Shareholders as on March 31, 2012

Category No. of Shareholders No. of Shares Held Percent to Total ShareholdingForeign Companies 0 0 0.00Non Resident Indians 215 2808696 21.71Foreign Inst. Investors 6 1506500 11.64Financial Institutions 0 0 0.00Mutual Funds 0 0 0.00Banks 0 0 0.00Other Bodies Corporate 252 2467917 19.07Promoters 8 4867400 37.62Resident Individuals 4148 1289487 9.96TOTAL 4629 12940000 100.00


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xiii. Outstanding ADRs, GDRs, Warrants or any convertible instruments, conversion date and impact on Equity

Your Company has not issued any ADRs, GDRs, warrants or any convertible instruments.

xiv. Company’s Office Addresses and Plant Locations

a) Registered Office Address

601, Auto Commerce House, Kennedy Bridge, Nana Chowk, Mumbai – 400 007, INDIA

b) Administrative Office / Communication Address

G-11, Everest Building, 8th Floor, Tardeo, Mumbai – 400 034, INDIA

c) Plant Locations

• Survey No.204/1/2, Plot No.2,Near Dadra Check Post, Village Dadra-396 191, U.T. of D. & N.H., INDIA

• Survey No.207, Plot No.4,Near Dadra Check Post, Village Dadra-396191, U.T. of D. & N.H., INDIA

• Survey No.208, Unit No.8,Near Dadra Check Post, Village Dadra-396191, U.T. of D.& N.H., INDIA

xv. Address for Correspondence on Share Issues

• Registrar & Share Transfer Agents

TSR Darashaw Ltd. 6-10, Haji Moosa Patrawala Industrial

Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai-400011

Tel: 91-22-66568484

Fax: 91-22-66568484

Website: www.tsrdarashaw.com

• The Secretarial Department

Parekh Aluminex Limited G-11, Everest Building, 8th Floor, Tardeo, Mumbai – 400 034, INDIA

Tel: 91-22-40844777

Fax: 91-22-23523777 / 23524777

Email:[email protected]

Website: www.parekhaluminex.com

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DECLARATION ON COMPLIANCE OF CODE OF CONDUCT

To

The Members of Parekh Aluminex Limited

I, Amitabh Parekh, Chairman and Managing Director of the Company hereby declare that all the Board Members and Senior Management personnel of the Company have affirmed compliance with the Company’s Code of Conduct for the Financial Year 2011-2012.

For Parekh Aluminex Limited

Place: Mumbai Amitabh ParekhDate: August 25, 2012 Chairman and Managing Director

AUDITORS’ CERTIFICATE REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To


We have examined the compliance of conditions of Corporate Governance by Parekh Aluminex Limited for the year ended March 31, 2012 as stipulated in Clause 49 of the Listing Agreement of the said Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance with the conditions of Corporate Governance as stipulated in the said clause. 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, we certify that the Company has, in all material respect, complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that in respect of Investor Grievances received, generally no Investor grievances are pending for a period exceeding one month against the Company as per records maintained by the Investors Grievances Committee.

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

For C.V. Pabari & Co.Chartered Accountants

Firm Registration No.114402W

Chetan PabariPlace: Mumbai ProprietorDate: August 25, 2012 Membership No. 047924


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CERTIFICATE

To

The Board of Directors Parekh Aluminex Limited

We have reviewed the financial statements and the cash flow statement of Parekh Aluminex Limited for the financial year 2011-12, and certify that:

(a) These statements to the best of our knowledge and belief:

(i) do not contain any materially untrue statements or omit any material facts or contain statements that might be misleading;

(ii) present a true and fair view of the Company’s affairs and of the results of operations and cash flow. They are in compliance with existing accounting standards, applicable laws and regulations.

(b) To the best of our knowledge and belief, there are no transactions entered into by the Directors and Senior Management during the year, which are fraudulent, illegal or volatile of the Company’s Code of Conduct.

(c) We accept overall responsibility for establishing and maintaining internal control system for financial reporting and have evaluated the effectiveness of the internal control systems of the Company for such reporting. We have disclosed to the Auditors and the Audit Committee, deficiencies, if any, in the design or operation of such internal controls, of which we are aware, and the steps taken and/or proposed to be taken to rectify these deficiencies.

(d) We have also indicated to the Auditors and the Audit Committee:

(i) Significant changes in the internal controls with respect to financial reporting during the year and the achievement of adequate internal controls;

(ii) Significant changes in accounting policies during the year and these have been disclosed in the notes to the financial statements.

(e) To the best of our knowledge and belief, there are no instances of significant fraud involving either the management or employees having a significant role in the Company’s internal control systems with respect to financial reporting.

However, during the year there were no such changes or instances.


Amitabh Parekh Chairman and Managing Director

Place: Mumbai Date: August 25, 2012

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AUDITORS’ REPORT

To


We have audited the attached Balance Sheet of Parekh Aluminex Limited as at March 31, 2012 and also the statement of Profit & Loss and the Cash Flow Statement for the year ended on that date annexed thereto.

1. 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 misstatement. 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 management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of Sub-Section (4A) Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law, have been maintained by the Company so far as it appears from our examination of such books of the Company;

(c) The Balance Sheet, statement of Profit & Loss and Cash Flow Statement dealt with by this report are in agreement with books of account of the Company;

(d) In our opinion, Balance Sheet, statement of Profit & Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards as referred to in Sub-Section (3C) of Section 211 of the Companies Act, 1956;

(e) On the basis of the written representations received from the Directors, as on March 31, 2012 and taken on record by the Board of Directors, we report that none of the directors of the Company are disqualified as at March 31, 2012, from being appointed as a director, in terms of clause (g) of Sub-Section (1) Section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2012;

(ii) in the case of the Statement of Profit & Loss, of the profit for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.





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ANNEXURE TO THE AUDITORS’ REPORT

Referred to in paragraph 3 of our Report of even date to the members of Parekh Aluminex Limited on the financial statements for the year ended March 31, 2012.

1. In respect of Fixed Assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The Company has a programme for physical verification of the fixed assets, which in our opinion is reasonable having regards to the nature of business. Accordingly, the Fixed Assets have been physically verified by the management at the end of the year and no material discrepancies were noticed on such verification.

(c) During the year, Company has disposed off some of the fixed assets. In our opinion and according to the information and explanations given to us, fixed assets disposed off were not substantial and therefore has not affected the going concern assumption.

2. In respect of its inventories:

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

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the Management are 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 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.

3. According to the information and explanations given to us, Company has not granted / taken any secured or unsecured loan to Companies, Firms or other parties covered in the Register

maintained under Section 301 of the Companies Act, 1956. Therefore, sub-clause (b), (c), (d), (e), (f) and (g) of (iii) of the said Order are not applicable for the year under review.

4. 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 nature of its business with regard to the purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weakness in the internal control systems.

5. In respect of transactions entered in the registered maintained in pursuance of Section 301 of the Companies Act, 1956,

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

(b) According to the information and explanations given to us and excluding certain transactions of purchase of goods and material of special nature for which alternate quotations are not available, where each of such transactions is in excess of five lacs rupees in respect of any party, in our opinion, the transactions have made at prices which are prima facie reasonable having regard to the prevailing market prices at the relevant time. However, with regard to the Management Service Contract with a party, as service is of specialized nature it is not possible to ascertain the market price for the same.

6. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from public and therefore, the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975 are not applicable to the Company.

7. In our opinion, Company has an internal audit system commensurate with the size and the nature of its business.

8. We have broadly reviewed the books of accounts maintained by the Company in respect of products where, pursuant to the

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Rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause (d) of Sub-Section (1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records, with a view to determine whether they are accurate or complete.

9. Statutory and Other Dues:

(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, Income-Tax, Sales-Tax, Customs Duty and other statutory dues with the appropriate authorities during the year;

(b) According to the records of the Company and information and explanations given to us, disputed Excise Duty demands aggregating to ` 2,26,818/- have been deposited but the matter is pending with Central Excise & Service Tax Appellate Tribunal.

10. The Company does not have accumulated losses as at the end of the financial year and has not incurred any cash losses during current financial year and the immediately preceding financial year.

11. Based on our audit procedures and on the basis of information and explanations given by the Management, we are of the opinion that the Company has not defaulted in the repayment of dues to Financial Institutions and Banks.

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

13. The provisions of any Special Statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the company.

14. Based on the records examined by us and according to the information and explanations given to us, we are of the opinion that the Company does not deal or trade in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has given guarantee of ` 125 Million for loans taken by others from Banks and Financial Institutions.

16. 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 during the year for the purposes for which the loans were obtained.

17. According to the Cash Flow Statement and records examined by us and according to the information and explanations given to us, on overall basis, funds raised on short term basis have, prima facie, not been used during the year for long term investment.

18. The Company has not made any preferential allotment of shares to parties or companies covered in the Register maintained under Section 301 of the Companies Act, 1956.

19. According to the information and explanations given to us, the Company has not issued any debentures during the year under review and securities or charges have been created in respect of debentures issued.

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

21. During the course of our examination of the books and records of the Company and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the course of our audit.




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BALANCE SHEET AS AT 31st MARCH, 2012

(` in Millions)

Sr. No.

Particulars Note No As at

31st March, 2012 As at

31st March, 2011

I. EQUITY AND LIABILITIES

Shareholders' Funds Share Capital 2 129.40 129.40 Reserves and Surplus 3 4,331.55 3,553.77

Non-Current Liabilities Deferred Tax Liabilities (Net) 4 131.56 18.06 Long Term Borrowings 5 3,509.39 3,472.10

Current Liabilities Short-Term Borrowings 6 6,431.56 1,893.43 Trade Payables 7 574.48 329.09 Other Current Liabilities 8 340.49 276.68 Short-Term Provisions 9 315.16 212.99 Total 15,763.59 9,885.52

II. ASSETS

Non-Current AssetsFixed Assets 10 Tangible Assets 5,620.64 4,614.48 Intangible Assets - - Capital Work-In-Progress 1,190.46 950.18

Other Non - Current Assets 11 16.02 5.80

Current Assets Inventories 12 3,354.99 1,752.16 Trade Receivables 13 3,461.73 1,942.12 Cash and Bank Balances 14 431.76 377.25 Short-Term Loans and Advances 15 1,687.99 243.53

Total 15,763.59 9,885.52 Significant accounting policies and notes to financial statements 1-31 The notes referred above forms an integral part of the financial statements.

As per our report on even date

For C.V. PABARI & CO For & on behalf of the BoardChartered AccountantsFirm Registration No.114402W

CHETAN PABARI AMITABH PAREKH KIRAN PARIKH SHILPA TIWARIProprietor Chairman & Managing Director Director Company SecretaryMembership No. 047924Mumbai, August 25, 2012

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STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2012

(` in Millions except EPS)

Particulars Note No Year ended

31st March, 2012 Year ended

31st March, 2011

IncomesRevenue from Operations (Net of Excise Duty) 16 13,697.53 9,023.46 Other Incomes 17 36.48 17.82 Total Revenue 13,734.01 9,041.28 ExpensesCost of Raw Materials Consumed 18 10,508.90 6,976.84 Changes in Inventories of Finished Goods 19 (211.86) (206.67)Manufacturing and Operating Expenses 20 565.39 415.32 Employee Benefit Expenses 21 94.64 61.31 Finance Costs 22 714.36 363.07 Depreciation and Amortization Expenses 10 599.23 441.86 Other Expenses 23 259.92 177.54 Total Expenses 12,530.58 8,229.27 Profit Before Tax 1,203.43 812.01

Tax ExpenseCurrent Tax 255.00 160.00 Less : MAT Credit (11.67) -

243.33 160.00 Deferred Tax 113.50 (20.50)

Profit After Tax 846.60 672.51

Earning per equity share of face value of ` 10/– each(1) Basic 28 65.43 51.97 (2) Diluted 28 65.43 51.97 Significant accounting policies and notes to financial statements 1-31 The notes referred above forms an integral part of the financial statement.




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CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2012

(` in Millions)

Sr. No.

Particulars Year ended 31st March,

2012

Year ended 31st March,

2011

A. Cash flows from Operating ActivitiesNet Profit Before Tax and Extra-ordinary Items 1,203.43 812.01 Adjustments for:Interest Paid 714.36 363.07 Interest Received (31.80) (17.43)Depreciation 599.23 1,281.79 441.86 Operating Profit Before Working Capital Changes 2,485.22 1,599.51 Change in:Trade and Other Receivables (2,963.52) (518.28)Inventories (1,602.83) (656.91)Trade and Other Payables 251.27 (4,315.08) (124.22)Cash Generated from Operations (1,829.86) 300.10 Interest Paid (714.36) (363.07)Direct Tax Paid (109.52) (823.88) (131.60)Net Cash flow from Operating Activities (2,653.74) (194.57)

B. Cash flow from Investing ActivitiesPurchase of Fixed Assets (1,607.63) (3,536.57)Sale of Fixed Assets 2.24 9.61 Payment for Capital Work-In-Progress (240.28) 2,428.69 Net Cash flow from Investing Activities (1,845.67) (1,098.27)

C. Cash flow from Financing ActivitiesProceeds from Borrowings (Net) 4,575.11 1,306.13 Interest Received 31.80 17.43 Dividend and Dividend Distribution Tax Paid (52.99) (45.42)Expenses for issue of NCD - (7.25)Net Cash flow from Financing Activities 4,553.92 1,270.89

Net Increase in Cash and Cash Equivalents Generated during the year (A+B+C) 54.51 (21.95)Cash and Cash Equivalents as at the beginning of the year 377.25 399.20 Cash and Cash Equivalents as at the end of the year 431.76 377.25




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NOTES TO THE FINANCIAL STATEMENTS

Note 1: Preparation of Financial Statements

(A) Basis of Presenting Financial Statements

(I) Basis of Accounting

The financial statements are prepared on historical cost convention basis and in accordance with the generally accepted accounting principles in India, the provisions of the Companies Act, 1956, and the applicable Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006. The Company follows the mercantile system of accounting. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

(II) Use of Estimates

The presentation of the financial statements in conformity with generally accounting principles requires the Management to make estimates and assumptions that affect the reported amount of assets and liabilities, revenues and expenses and disclosure of contingent liabilities. Such estimates and assumptions are based on management’s evaluation of relevant facts and circumstances as on the date of financial statements. The actual outcome may diverge from these estimates.

(III) Classification of Assets and Liabilities

The Revised Schedule VI to the Companies Act, 1956 requires assets and liabilities to be classified as either Current or Non-current.

(a) An asset shall be classified as current when it satisfies any of the following criteria:

(i) It is expected to be realized in, or is intended for sale or consumption in, the Company’s normal operating cycle;

(ii) It is held primarily for the purpose of being traded;

(iii) It is expected to be realized within twelve months after the reporting date; or

(iv) It is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date.

(b) All assets other than current assets shall be classified as non-current.

(c) A liability shall be classified as current when it satisfies any of the following criteria:

(i) It is expected to be settled in the Company’s normal operating cycle;

(ii) It is held primarily for the purpose of being traded;

(iii) It is due to be settled within twelve months after the reporting date; or

(iv) The company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

(d) All liabilities other than current liabilities shall be classified as non-current.

(IV) Previous year figures

The financial statements for the year ended March 31, 2012 have been presented as per the Revised Schedule VI to the Companies Act, 1956. Accordingly, the previous year’s figures have also been reclassified to confirm to this year’s classification.

(B) Summary of Significant Accounting Policies

(I) Fixed Assets & Depreciation

(a) Fixed Assets are stated at their original cost, such expenditure comprises purchase price, import duties, levies and any directly attributable cost of bringing the assets to their working condition.

(b) Depreciation on fixed assets is provided on written down value method at the rates and in the manner prescribed in schedules XIV to the Companies Act 1956.

(c) Depreciation on assets added / disposed off during the year is provided on pro-rata basis with reference to the period of use.

(d) Assets costing up to ` 5,000/- are fully depreciated in the year of acquisition.

(II) Valuation of Inventory

(a) Finished goods are valued at cost plus direct expenses related to it.

(b) Raw Material is valued at cost.

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NOTES TO THE FINANCIAL STATEMENTS

(III) Revenue Recognition

Domestic Sales revenue are recognized on dispatch of the goods to the customers and stated net of returns. Export sales are recognised on date of bill of landing/airway bill.

(IV) Foreign Currency Transactions

Foreign Currency transactions are accounted at the rates prevailing on the date of transaction. Exchange differences arising on foreign currency transactions settled during the year are recognised in the statement of profit and loss.

All foreign currency denominated monetary assets and liabilities are translated at the exchange rate prevailing at the date of balance sheet and resultant exchange differences are recognised in the Statement of Profit and Loss for the year.

(V) Taxation

Current tax is determined as the amount of tax payable in respect of the taxable income for the year.

Deferred tax is recognised, subject to consideration of prudence, on timing differences, being the difference between taxable income and accounting income that originate in one period are capable of reversal in one or more subsequent periods. Deferred tax assets are not recognised on unabsorbed depreciation and carry forward of losses unless there is virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.

Minimum Alternate Tax (MAT) credit is recognised as an asset on the basis of the considerations that there being a convincing evidence of realisation of the asset and in the year in which the MAT credit becomes eligible to be recognised, the said asset is created by way of credit to the statement of profit and loss.

(VI) Impairment of Assets

Impairment is ascertained at each balance sheet date in respect of Cash Generating Units. An impairment loss is recognised whenever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is greater of the net selling price and value in use.In assessing value in use, the

estimated future cash flows are discounted to their present value based on an appropriate discount factor.

(VII) Employee Benefits

(i) As per the consistent accounting policies followed by the Company since inspection, the Company is not providing for any other benefit to employees except for Provident Fund to their permanent employees.

(ii) Short term employee benefits are recognised as an expense at the undiscounted amount in the statement of profit and loss of the year in which the related service is rendered.

(VIII) Leases

Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the leased assets are classified as operating leases. Operating lease payments / receipts are recognised as an expense / income in the Statement of Profit and Loss on a straight-line basis over the lease term.

(IX) Cash and Cash Equivalent

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short term (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value

(X) Provision & Contingencies

A provision is recognised when the Company has a present legal or constructive obligation as a result of past event and it is probable that an outflow of resources will be required to settle obligation, in respect of which reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised but are disclosed in the notes to the financial statement. A contingent asset is neither recognised nor disclosed.

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Note 2: Share Capital( ` in Millions)

Particulars As at 31st March, 2012 As at 31st March, 2011Authorised2,00,00,000 (previous year: 2,00,00,000) equity shares of ` 10/- each)

200.00 200.00

200.00 200.00 Issued, Subscribed & Paid up1,29,40,000 (previous year: 1,29,40,000) equity shares of ` 10/- each fully paid up)

129.40 129.40

Total 129.40 129.40

2.1 Terms / right attached to equity sharesThe Company has only one class of equity shares having a par value of ` 10 per share.Each Shareholder is eligible for one vote per share.The dividend proposed by the Board of Directors are subject to the approval of shareholders, except in case of interim dividend.

In the event of Liquidatin of the Company, the holders of equity shares will be entitled to receive remaning assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.

2.2 The reconciliation of the number of shares outstanding is set out below

(In Numbers)

Number of shares at the beginning 12,940,000 12,940,000 Add: Shares issued during the years - - Number of shares at the end 12,940,000 12,940,000

Particulars As at 31st March,2012 As at 31st March,20112.3 The details of Shareholders holding more than 5 % shares

Name of shareholdersNo. of shares

% of holding

No. of shares

% of holding

Amitabh Arun Parekh 23,06,650 17.83% 2,226,650 17.21%Deepen Arun Parekh 17,79,400 10.66% 1,379,400 10.66%Arun Parekh 8,67,550 6.70% 867,550 6.70%Ajitsinh Gokaldas Khimji 8,42,705 6.51% 582,000 4.50%Dharmesh Ajitsinh Khimji 7,00,000 5.41% 700,000 5.41%

Note 3: Reserves and Surplus( ` in Millions)

Particulars As at 31st March, 2012 As at 31st March, 20113.1 General Reserves

Opening Balance 214.15 146.65 Add : Transfer from current year profit 85.00 67.50 Closing Balance 299.15 214.15

3.2 Share Premium AccountOpening Balance 1,601.45 1,601.45 Add : Transfer from current year profit - - Closing Balance 1,601.45 1,601.45

3.3 Debenture Redemption ReserveOpening Balance 67.60 - Add : Transfer from current year profit 148.90 67.60 Closing Balance 216.50 67.60

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( ` in Millions)Particulars As at 31st March, 2012 As at 31st March, 2011

3.4 Statement of Profit and LossOpening Balance 1,670.57 1,185.92 Add : Profit during the year 846.60 672.51 Add : Excess/Short provision of I.Tax earlier years written back (8.66) 0.23 Less: Proposed Dividend 51.76 45.29 Less: Tax on Proposed Dividend 8.40 7.70 Less: Debentures Redemption Reserve 148.90 67.60 Less: General Reserve 85.00 67.50 Closing Balance 2,214.45 1,670.57

Total 4,331.55 3,553.77

Note 4: Deffered Tax Liability


Depreciation and Amortisation 131.56 18.06

Total 131.56 18.06

4.1 Break-up of Deferred Tax AssetsDifference between books & tax Depreciation 131.56 18.06

Note 5: Long Term Borrowings


Secured Non Convertible Debentures 2,470.00 2,470.00 Unsecured Loan from Directors & Others 1,039.39 1,002.10

Total 3,509.39 3,472.10

5.1 ` 1,250 million are secured by way of first pari passu charge on the Fixed Assets of the Company.Rate of interest 9.75 % p.a.

5.2 ` 720 million are secured by way of first pari passu charge on the Fixed Assets of the Company.Rate of interest 10.20 % p.a.

5.3 ` 500 million are secured by way of first pari passu charge on the Fixed Assets of the Company.Rate of interest 11.00 % p.a.

5.4 Maturity Profile of Non Convertible Debentures are set out below: F.Y. 2012-13 F.Y. 2013-14 F.Y. 2014-15 F.Y. 2015-16Non Convertible Debentures Nil 616.00 991.00 863.00

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Note 6: Short Term Borrowings( ` in Millions)

Particulars As at 31st March, 2012 As at 31st March, 2011Secured Cash Credit from Banks 3,030.72 1,055.52 Working Capital facilities are secured by hypothecation of

stocks and book debts. These are further secured by second charge on the fixed assets of the company.

Unsecured Loans from others 3,400.84 837.91

Total 6,431.56 1,893.43

Note 7: Trade Payables( ` in Millions)

Particulars As at 31st March, 2012 As at 31st March, 2011Micro, Small and Medium Enterprises 7.09 4.54 Others 567.39 324.55

Total 574.48 329.09

7.1 (a) Disclosure of Sundry Creditors under Current Liabilities is based upon the information available with the Company regarding the status of the suppliers as defined under the Micro, Small and Medium Expenses as per Micro, Small and Medium Enterprise Development (MSMED) Act, 2006.

(b) Details of dues to Micro, Small and Medium Enterprises as per Micro, Small and Medium Enterprise Development (MSMED) Act, 2006

The principal amount and the interest due there on remaining unpaid to any supplier ( ` in Millions) -Principal amount 4.31 -Interest thereon Nil -Interest due & payable thereon 0.13 (c) Total amount due to various Small Scale Industrial (SSI) undertakings is ` 7.86 Million.The above informations

regarding Small Scale Industrial Undertaking have been determined to the extent such party has been identified on the basis of information furnished by company.

(d) The information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.This has been relied upon by the Auditors.

Note 8: Other Current Liabilities( ` in Millions)

Particulars As at 31st March, 2012 As at 31st March, 2011Current Liabilities 302.62 238.45 Unclaimed Dividends 0.90 0.98 Dues to Micro, Small & Medium Enterprises 4.31 3.79 Statutory Dues 13.35 15.09 Other Payables 0.13 0.15 Interest accrued but not due 16.57 16.59 Accured Salaries & BenefitsSalaries 2.52 1.59 Provision for Expenses 0.09 0.04

Total 340.49 276.68

Note 9: Short-Term Provisions( ` in Millions)

Particulars As at 31st March, 2012 As at 31st March, 2011Provision for Current Tax 255.00 160.00 Provision for Dividend and Dividend Distribution Tax 60.16 52.99

Total 315.16 212.99

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Not

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37Annu

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Note 11: Other Non - Current Assets( ` in Millions)

Particulars As at 31st March, 2012 As at 31st March, 2011MAT Credit Available 11.67 - Other Advances 4.35 5.80 Total 16.02 5.80

Note 12: Inventories( ` in Millions)

Particulars As at 31st March, 2012 As at 31st March, 2011Stock in Trade-Raw Material 2,712.21 1,321.24 Stock in Trade-Finished Goods 642.78 430.92 Total 3,354.99 1,752.16

Note 13: Trade Receivables( ` in Millions)

Particulars As at 31st March, 2012 As at 31st March, 2011Secured and Considered Good 3,461.73 1,942.12 Less: Provision for Doubtful Debt - - Total 3,461.73 1,942.12

Note 14: Cash and Cash Balances( ` in Millions)

Particulars As at 31st March, 2012 As at 31st March, 2011Balances with Schedule Banks 60.28 90.22 Fixed Deposits 97.68 62.16 Cash on Hand 38.25 13.76 Others Balances with Margin Money kept with Banks 235.55 211.11

Total 431.76 377.25 Fixed Deposits with Banks include deposits of ` 97.68 Million (previous year ` 54.68 Million) with maturity period between 1-2 year.

Note 15: Short Term Loans and Advances( ` in Millions)

Particulars As at 31st March, 2012 As at 31st March, 2011Loans and Advances (Unsecured and Considered Good) 1,673.18 231.58 Deposits 14.81 11.95 Others - - Total 1,687.99 243.53

Note 16: Revenue from Operations( ` in Millions)

Particulars Year Ended

31st March, 2012 Year Ended

31st March, 2011Sales of Products 13,697.53 9,023.46 Total 13,697.53 9,023.46

16.1 : FOB Value of Receipts ( ` in Millions)



31st March, 2011Export of Goods 1,621.90 922.09 Sale of Moulds 4.53 2.70 Total 1,626.43 924.79

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Note 17: Other Incomes

( ` in Millions)



31st March, 2011Interest Income 31.80 17.42 Rent Received 2.40 0.38 Profit on Sale of Moulds 2.28 0.02 Total 36.48 17.82

Note 18: Cost of Raw Material Consumed( ` in Millions)



31st March, 2011Opening Stock 1,321.24 871.00 Add: Purchases 11,899.87 7,427.08

13,221.11 8,298.08 Less: Closing Stock 2,712.21 1,321.24 Total 10,508.90 6,976.84

18.1 : Value of Imports on C.I.F. Basis( ` in Millions)



31st March, 2011Raw Materials 1,918.67 1,062.10

1,918.67 1,062.10

18.2 : Imported and Indigenous Raw Materials( ` in Millions)

Particulars%

Year Ended 31st March,

2012 %


2011-Imported 16% 1,918.67 14% 1,062.10 -Indigenous 84% 9,981.20 86% 6,364.98

100% 11,899.87 100% 7,427.08

Note 19: Changes in Inventories of Finished Goods( ` in Millions)



31st March, 2011Opening Stock 430.92 224.25 Closing Stock 642.78 430.92 Total (211.86) (206.67)

Note 20: Manufacturing and Operating Expenses

( ` in Millions)



31st March, 2011Stores & Spares 31.47 23.43 Power & Fuels 61.84 26.95 Rent 16.51 12.20 Other Expenses 455.57 352.74 Total 565.39 415.32

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20.1 : Expenditure in Foreign Currency( ` in Millions)



31st March, 2011Plant & Machinery and Moulds 200.15 41.84 Stores - 153.50 Power & Fuel - 8.28 Total 200.15 203.62

Note 21: Employee Benefits Expenses

( ` in Millions)



31st March, 2011Directors Remmuneration 24.95 25.11 Directors’ Sitting Fees 0.14 0.17 Salaries and Wages 56.27 27.97 Staff Welfare Expenses 13.28 8.06 Total 94.64 61.31

21.1 The Company has classified the various benefits provided to the employees as under : i) Defined Contribution Plan

a) Provident Fund

b) Superannuation Fund and Pension Scheme – 1995

The Company has recognized the following amounts in the Statement of Profit and Loss which are included under contribution to Provident Fund and other Funds for their permanent employees.

(In `)



31st March, 2011Provident Fund 1,131,161 599,559 Total 1,131,161 599,559

Note 22: Finance Costs( ` in Millions)



31st March, 2011Interest Expenses 714.36 363.07 Total 714.36 363.07

Note 23: Other Expenses

( ` in Millions)



31st March, 2011Administrative & General ExpensesConveyance & Travelling Expenses 15.61 14.76 Professional & Legal Fees 27.18 14.50 Telephone Expense 2.71 2.25 Other Expenses 137.89 109.92 Selling & Distribution ExpensesBrokerage & Commission 6.46 3.83 Sales Promotion Expenses 57.29 27.46 Insurance 10.76 3.28 Audit Fees 2.02 1.54 Total 259.92 177.54

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23.1 : Payments to Auditors( ` in Millions)



31st March, 2011For Audit Fees 2.02 1.54 For Other Capacity 1.35 0.67 Total 3.37 2.21

Note 24 : Disclosures as required by the Accounting Standard - 18 “Related Party Disclosures” are given below

a. List of related party (i) Associates Companies 1 Deepen Holding Limited 7 AAP Equity Capital Limited

2 AAP Securities Limited 8 AAP Minerva Builtcon Limited3 AAP Racing and Stud Farms Limited 9 AAP Mount Plesant Infracon Limited4 AAP Entertainment Limited 10 AAP Prabhadevi Infracon Limited5 AAP Hotel and Hospitality Limited 11 AAP Realtors Limited6 Arms Retails (India) Limited 12 AAP Clothes Management Limited

(ii) Key Management Personnel Mr. Amitabh Parekh - Chairman and Managing Director

( ` in Millions)

Particulars

Associates Companies

Key Management Personnel and their relatives


2012


2011


2012


2011 b. Transaction with Related Party

Professional Fees - - 0.84 0.84 Salary Expenses - - 0.59 0.38 Rental Expenses - - 8.40 6.30 Directors Remuneration - - 24.95 25.11 Directors Sitting Fees - - 0.14 0.17 Car Hiring Charges - - 1.20 1.15 Dividend on Shares - - 17.00 14.60

Note 25 : Segment Reporting

Primary Segment

Based on the guiding principle given in the Accounting Standard – 17 “Segment Reporting” issued by the Institute of Chartered Accountants of India, the Company’s primary segment are Aluminium Foil Containers, Lids & Rolls. Company’s operation during the year predominately consists of Aluminium Foil Containers, Trays, Lids & Rolls. Hence, there is no separately reportable segment.

Secondary Segment

Segment reporting of revenue for the Company is on the basis of the geographical location of the customers is as under( ` in Millions)

Revenue India U.K/Europe U.S.A Others Total Year ended 11,980.45 436.20 936.98 343.90 13,697.53 31.03.2012Year ended 8,030.12 333.55 517.66 142.13 9,023.46 31.03.2011

Note 26 : Contingent Liabilites

a) Disputed demand of Central Excise of ` 0.23 Million and the matter is taken up before Central Excise & Service Tax Appellate Tribunal. The Company has made deposit of ` 0.23 Million with Central Excise & Service Tax Appellate Tribunal (Previous Year ` 0.23 Million).

b) Outstanding L.C. & Bank Guarantee issued to clients / suppliers by Bankers secured by counter guarantee of the Company is ` 1176.34 Million. (Previous Year ` 1269.16 Million).

c) Guarantee given by the Company on behalf of others `125.00 Million.(Previous year ` 125.00 Million)

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Note 27 Remittance in foreign currency on account of Dividends to N.R.I.



31st March, 2011No. of Shareholders (In number) 07 08 No. of shares held (In number) 1,884,607 2,007,441 Dividend remitted ( ` in Million) 6.60 6.02 Dividend for the year 2010-11 2009-10

Note 28 : Earnings per Share

Sr.No Particulars Year Ended


31st March, 2011i) Numerator used for calculating basic and diluted earnings

per share -Profit after Tax ( In millions) 846.60 672.52

ii) Weighted average number of shares outstanding during the year ( In Number )

12,940,000 12,940,000

iii) Nominal value of shares – (In ` ) 10/- 10/- iv) Basic & diluted Earnings per Share – (In ` ) 65.43 51.97

Note 29 : Operating Leases (AS-19)

i) The Company normally acquire offices, factory & vehicles on operating leases. The future minimum lease payment in respect of which as at 31st March, 2012 are as follows:

( in `)

Period Year Ended


31st March, 2011-Payable not later than 1 year 14,282,796 4,004,222 -Payable later than 1 year not later than 5 years 9,645,273 1,147,083 -Payable later than 5 years - -

ii) The Company has given property on lease and lease rentals are receivable as follows:( in `)

Period Year Ended


31st March, 2011-Receivable not later than 1 year 2,400,000 2,400,000 -Receivable later than 1 year not later than 5 years 800,000 3,200,000 -Receivable later than 5 years - -

Note 30 : The Company has transferred a sum of ` 0.14 Million for the financial year ended March 31, 2004 to the Investor Education and Protection Fund.

Note 31 : Previous years figures have been regrouped and rearranged wherever necessary.




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AUDITORS’ CERTIFICATE

We have examined the attached Cash Flow statement of Parekh Aluminex Limited for the year ended March 31, 2012. The statement has been prepared by the Company in accordance with the requirements of Listing Agreement Clause 32 with the Stock Exchanges (BSE & NSE) and is based on and in agreement with the corresponding statement of Profit & Loss and Balance Sheet of the Company covered by our report dated August 25, 2012 to the members of the Company.





PROXY FORM

For Office use

REGD. FOLIO NO.

DP. ID / CLIENT ID

PROXY NO.

NO. OF SHARES

I /We of in the district of being a member / members of

PAREKH ALUMINEX LIMITED, hereby appoint of in the district of 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 Eighteenth Annual General Meeting of the Company to be held on Saturday, September 29, 2012 at 10.30

A.M. at The Bombay Presidency Radio Club Limited, 157, Arthur Bunder Road, Colaba, Mumbai- 400 005 and at any adjournment thereof.

Signed this Day of 2012

Signature

NOTE: The proxy must be deposited at the Registered Office of the Company not less than 48 hours before the time of holding the Meeting.


ATTENDANCE SHEET

Folio No. No. of Shares

D.P. ID / CLIENT ID

I / We hereby present my / our attendance at the Eighteenth Annual General Meeting of PAREKH ALUMINEX LIMITED held on Saturday, September 29, 2012 at 10.30 A.M. at The Bombay Presidency Radio Club Limited, 157, Arthur Bunder Road, Colaba, Mumbai- 400 005.

NAME OF THE SHAREHOLDER (IN CAPITAL LETTERS)

SIGNATURE OF THE SHAREHOLDER

NAME OF THE PROXY (IN CAPITAL LETTERS)

SIGNATURE OF THE PROXY

Notes: 1. Members / Proxies are requested to hand over the slip at the entrance of the meeting hall.

2. Members / Proxies are requested to bring their copy of Annual Report for reference at the Annual General Meeting.

Affix Revenue Stamp of

` 1/-

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Parekh Aluminex Limited - Moneycontrol.com...Concept & design by Printed at Dot Communications Annual Report 2011-12 Parekh Aluminex Limited Annual Report 2011 - 12 Parekh Aluminex