Directors Report of Parekh Aluminex Ltd.

Mar 31, 2012

The 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

(Rs.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 255.00 160.00

- Mat Credit (11.67) 0.00

- Deferred 113.50 (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

FINANCIAL PERFORMANCE

The Company for the period ended March 31, 2012 recorded a turnover ofRs. 13,697.53 million, as against Rs. 9,023.46 million for the period ended March 31, 2011. The profit before tax is Rs. 1,203.43 million for the period ended March 31, 2012, as againstRs. 812.01 million for the previous period. The profit after tax is Rs. 846.60 million as against Rs. 672.51 million for the previous period,

TRANSFER TO RESERVES

During the year under review, the balance transferred to General Reserve amounts to Rs. 85 million as compared to Rs. 67.50 million for the previous year,

DIVIDEND

The Board of Directors of the Company has recommended a dividend of Rs. 4/- per share, i.e. 40% aggregating to Rs. 51.76 million. Together with corporate dividend tax of Rs. 8.40 million, the total payout works out to Rs. 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 Rs.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,

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 subjectto 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,

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,

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,

For and on behalf of the Board of Directors

Amitabh Parekh Chairman and Managing Director

Place: Mumbai

Date : August 25, 2012

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Mar 31, 2011

To the Members,

The Directors are pleased to present the 17th Annual Report together with the audited accounts of the Company for the year ended 31st March, 2011

Performance:

The financial results of the Company for the year under review are as follows:

(Rs. in million)

Particulars Current Year Previous Year

Sales 9,023.46 6,341.56

Other Income 17.82 15.71

Total Expenditure (excluding interest, depreciation & write-offs) 7,424.34 5,252.21

Profit before interest, depreciation & write-offs 1,616.94 1,105.06

Interest 363.07 267.97

Depreciation & write-offs 441.86 251.72

Profit Before Tax (PBT) 812.01 585.37

Provision for Income Tax (Excl. tax on Dividend) 139.50 129.86

Profit After Tax (Available for appropriation) 672.51 455.51

Appropriations

Proposed Dividend 45.29 38.82

Tax on Dividend 7.70 6.60

Debenture Redemption Reserve 67.60 0

General Reserves 67.50 45.60

Balance carried forward 1,670.57 1,185.92

OPERATIONS:

During the year under review, the total income increased to Rs. 9,041.28 million compared with Rs. 6,357.27 million for the year ended 31st March, 2010. The financial year 2010-11, the Company has maintained its growth. PBDIT and net profit after tax stood at Rs. 1,616.94 million and Rs. 672.51 million respectively compared with Rs. 1,105.06 million and Rs. 455.51 million for the corresponding previous year.

Dividend:

Considering substantial increase in turnover and profits for the year, your Directors are extremely happy to recommend higher dividend of Rs. 3.50 per equity share i.e. 35% (previous year 30%) on the equity shares of 12.94 million of Rs. 10 each in respect of the financial year 2010-2011. Higher dividend on enhanced capital indicates that your directors believe that Company will achieve sustainable return on turnover for the rewards of the shareholders. This payment will result into an outflow of Rs. 45.29 million towards dividend and Rs. 7.70 million towards dividend tax. If approved, the dividend will be paid to those members whose names appear in the Register of Members of the Company as on the date of book closure as mentioned in the Notice.

Capital Overview:

During the year, there is no change in authorised and paid-up capital.

Board of Directors:

Mr. Kiran C. Parikh retires by rotation but being eligible, offer himself for reappointment. He has brought rich experience and professional knowledge to the Board's decision making process whereby professional management team has been strengthened. The Board acknowledges his contribution in the growth of the Company.

Necessary resolutions for reappointment of the Director are being put to the shareholders for their approval.

DISCLOSURE UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Directors' Responsibility Statement:

Pursuant to section 217 (2AA) of the Companies Act, 1956, Directors state as follows:

a) that in the preparation of the Annual Accounts for the year ended 31st March, 2011 the applicable Accounting Standards has been followed along with proper explanation relating to material departures;

b) that they have selected such accounting policies in consultation with statutory auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2011 and the profits of the Company for that year;

c) that 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;

d) that they have prepared the Annual Accounts for the year ended 31st March, 2011 on a ongoing concern basis.

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 31st March, 2011.

A. Conservation of Energy:

The Company believes in maintaining a clean environment which is our obligation to Mother Earth. This is achieved by controlling wastages and not polluting air and water used for production purpose. Since Company uses electricity for operation of plant and equipment, no harmful gas or liquids are generated. Automatic machines are regularly serviced and preventive maintenance help to keep energy (power) consumption very low. Consumption of raw material, its movements and wastages are highly controlled as per technical norms adopted by the Company to minimise cost and keep the environment clean and healthy. Company's entire production facility does not generate any air, water or solid pollution.

B. Technology Absorption, Research & Development and resultant benefits:

Company believes in continuous upgradation of technology and adoption of latest production techniques. Different shapes and sizes of moulds are acquired or fabricated for product development and improvement. Company constantly upgrades/refurbishes equipment and moulds to offer quality products and minimise production costs. It also helps in increased productivity and shortens production cycle. The technology is constantly absorbed and employees are provided on the job training so that the production system is operated at minimum cost. This results in lowest down time and higher production. Market research and customer feedbacks are used to design and develop new variety of AFC's. This provides an edge in retaining existing customers and gaining new customers for value added products.

Management Discussion & Analysis and Report on Corporate Governance:

As required in terms of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report and a Report on Corporate Governance are annexed forming part of this report.

Public Deposits :

The Company has not accepted any public deposit and as such, no amount on account of principal or interest thereon was outstanding on the date of Balance Sheet.

Subsidiary Companies:

The Company does not have any subsidiary company.

Insurance:

All the properties and insurable interests of the Company including Building, Plant & Machineries and Stocks have been adequately insured.

Auditors:

M/s. C. V. Pabari & Co., Chartered Accountants, Mumbai, the statutory auditors of the Company hold office up to the conclusion of the forthcoming Annual General Meeting of the Company and are eligible for reappointment. The Company has received confirmation from M/S. C. V. Pabari & Co. to the effect that their appointment, if made, would be in conformity with the limits prescribed in section 224 of the Companies Act, 1956. Accordingly, the approval of Members is sought at the Annual General Meeting for their appointment.

Compliance Certificate:

A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report along with report on Corporate Governance.

Listing:

As stipulated under Clause 32 of the Listing Agreement, the names and addresses of Stock Exchanges on which the Company's equity shares are listed:

1. Bombay Stock Exchange Limited [BSE] Phiroze Jeejeebhoy Towers,

Dalal Street,

Mumbai – 400001

2. National Stock Exchange of India Limited [NSE]

Exchange Plaza,

Bandra Kurla Complex,

Bandra East,

Mumbai – 400051

Your Company confirms that Annual listing Fees for the financial year 2011-12 have been paid to BSE and NSE.

Employees:

Your Directors express their deep appreciation for the un-relented co-operation and support rendered by the employees at all levels of the Company. Your Directors have laid emphasis on safe working culture in the organisation.

Acknowledgement:

The Directors would like to thank the employees, shareholders, customers, suppliers, bankers, regulatory authorities and all the other business associates of the Company for their confidence and support to its Management.

For and on behalf of the Board of Directors

Amitabh Parekh

Chairman & Managing Director

Mumbai, 31st August, 2011

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Mar 31, 2010

The Directors have pleasure in presenting the 16thAnnual Report together with the audited accounts of the Company for the year ended 31st March 2010

Performance:

The financial results of the Company for the year under review are as follows:

(Rs. in million)

Particulars 31-03-2010 31-03-2009

Sales 6341.56 4212,60

Other Income 15.71 10.66

Total Expenditure

(excluding interest, depreciation & write-offs) 5252.21 3496.40

Profit before interest, depreciation & write-offs 1105.06 726.86

interest 267.97 140.53

Depreciation & write-offs 251.72 151.43

Profit Before Tax (PBT) 585.37 434.90

Provision for Income Tax

(Excl. tax on Dividend) 129.86 53.50

Profit After Tax

(Available for appropriation) 455.51 381.40

Appropriations

Proposed Dividend 38.82 32.35

Tax on Dividend 6.60 5.50

General Reserves 45.60 37.50

Balance carried forward 1185.92 823.09

OPERATIONS:

During the year under review, the total income grew by 50.53 percent to Rs.6357.27 million compared to Rs.4223.26 million for the year ended 31 st March 2009. The financial year 2009-2010, the Company has maintained its growth. PBDIT and Net Profit after Tax stood at Rs.1105.06 million and Rs.455.51 million respectively compared to Rs.726.86 million and Rs.381.40 million for corresponding previous year.

Dividend:

Considering substantial increase in turnover and profits for the year, your directors are extremely happy to recommend higher dividend of Rs.3 per equity share i.e. 30 percent (Previous year 25 percent) on the equity capital of 12.94 million equity shares of Rs.10/- each in respect of the financial year 2009-10. Higher dividend on enhanced capital indicates that your directors believe that Company will achieve sustainable return on turnover for the rewards of the shareholders. This payment will result into an outflow of Rs.38.82 million towards dividend and Rs.6.60 million towards dividend tax. If approved, the dividend will be paid to those members whose names appear in the Register of Members of the Company as on the date of book closure as mentioned in the Notice.

Capita! Overview:

During the year, there is no change in Authorised and Paid- up Capital.

Board of Directors:

Mr. Devanshu Desai and Mr. Rajendra Gothi retire by rotation but being eligible, offer themselves for re-appointment. They have brought rich experience and professional knowledge to the boards decision making process whereby professional management team has been strengthened. Board acknowledges their contribution in the growth of the Company.

Mr. Rajendra Gothi was designated as executive director by the Board of Directors at its meeting held on 1st October 2009

Mr. Vikram Mordani was appointed as an additional director and designated as non executive director by the Board of Directors at the meeting held on 29th March 2010

During the year under report, Mr. Ketan Chokshi resigned as a director of the Company with effect from 29th March 2010 on account of his preoccupancy. The Board has accepted with regret, his resignation and placed on records its deep appreciation for the valuable contributions made by Mr. Ketan Chokshi during his tenure as Director. The Board of Directors of the Company acknowledges his contribution in the growth of the Company.

Necessary resolutions for appointment and re-appointment of the Director are being put to the shareholders for their approval.

DISCLOSURE UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Directors Responsibility Statement:

Pursuant to section 217 (2AA) of the Companies Act, 1956, Directors state as follows:

a) that in the preparation of the Annual Accounts for the year ended 31st March 2010 the applicable Accounting Standards has been followed along with proper explanation relating to material departures;

b) that they have selected such accounting policies in consultation with statutory auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2010 and the profits of the Company for that year;

c) that 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;

d) That they have prepared the Annual Accounts for the year ended 31st March 2010 on a ongoing concern basis.

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 31st March 2010.

A. Conservation of Energy:

Company believes in maintaining clean environment which is our obligation to mother earth. This is achieved by controlling wastages and not polluting air and water used for production purpose. Since Company uses electricity for operation of plant and equipments, no harmful gas or liquids are generated. Automatic machines are regularly serviced and preventive maintenance help to keep energy (power) consumption very low. Consumption of raw material, its movements and wastages are highly controlled as per technical norms adopted by the Company to minimise cost and keep the environment clean and healthy. Companys entire production facility does not generate any air, water or solid pollution.

B. Technology Absorption, Research & Development and resultant benefits:

Company believes in continuous up-gradation of technology and adoption of latest production techniques. Different shapes and sizes of moulds are acquired or fabricated for product development and improvement. Company constantly upgrades / refurbishes equipments and moulds to offer quality products and minimise production cost. It also helps in increased productivity and shortens production cycle. The technology is constantly absorbed and employees are provided on the job training so that the production system is operated at minimum cost. This results in lowest down time and higher production. Market research and customer feedbacks are used to design and develop new variety of AFCs. This provides edge in retaining existing customers and gaining new customers for value added products.

Management Discussion & Analysis and Report on Corporate Governance:

As required in terms of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report and a Report on Corporate Governance are annexed forming part of this report.

Public Deposits:

The Company has not accepted any public deposit and as such, no amount on account of principal or interest thereon was outstanding on the date of Balance Sheet.

Recognition and Award:

As on 11 th November 2009 your Company has been included in the FORBES List of Top 200 Best under a Billion companies.

During the year CRISIL has upgraded its rating to AA- /STABLE/P1 + from A+/STABLE /P1

Subsidiary Companies:

The Company does not have any subsidiary company.

Insurance:

All the properties and insurable interests of the Company including Building, Plant & Machineries and stocks have been adequately insured.

Auditors:

M/s. C. V. Pabari & Co., Chartered Accountants, Mumbai, the statutory auditors of the Company hold office up to the conclusion of the forthcoming Annual General Meeting of the Company and are eligible for reappointment. The Company has received confirmation from M/S. C. V. Pabari & Co.to the effect that their appointment, if made, would be in conformity with the limits prescribed in section 224 of the Companies Act, 1956. Accordingly, the approval of Members is sought at the Annual

General Meeting for their appointment.

Compliance Certificate:

A certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated" under Clause 49 of the Listing Agreement is attached to this Report along with report on Corporate Governance.

Listing:

As stipulated under Clause 32 of the Listing Agreement, the names and addresses of Stock Exchange on which the Companys equity shares were listed are:

1. Bombay Stock Exchange Limited [BSE] Phiroze Jeejeebhoy Towers,

Dalai Street, Mumbai - 400001

2. National Stock Exchange of India Limited [NSE] Exchange Plaza, Bandra Kurla Complex,

Bandra East, Mumbai -400051

Your Company is delisted from PUNE Stock Exchange.

Your Company confirms that Annual Listing Fees for the year 2010-2011 have been paid to BSE and NSE.

Employees:

Your Directors express their deep appreciation for the un- relented co-operation and support rendered by the employees at all levels of the Company. Your Directors have laid emphasis on safe working culture in the organisation.

Acknowledgement:

The Directors would like to thank the employees, shareholders, customers, suppliers, bankers, regulatory authorities and all the other business associates of the Company for their confidence and support to its Management.

For and on behalf of the Board of Directors

Amitabh Parekh

Chairman & Managing Director

Mumbai, 28th July 2010