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Directors Report of Uflex Ltd.

Mar 31, 2016

The Directors have pleasure in presenting this Twenty Seventh Annual
Report together with the Standalone & Consolidated Audited Financial
Statements of the Company for the financial year ended 31st March,
2016.

FINANCIAL RESULTS

The summarized financial results for the year ended 31st March, 2016
and for the previous year ended 31st March, 2015 are as follows:

[Rs. in Crores]

Consolidated Standalone

Year Ended Year Ended

2016 2015 2016 2015

Revenue 6105.84 6180.34 3487.45 3327.17
from
Operations

Other Income 38.96 21.06 38.22 61.29

Total 6144.80 6201.40 3525.67 3388.46
Revenue

Profit before 841.24 752.68 508.96 435.96
Finance Cost,
Depreciation & Tax

Finance Cost 176.98 186.93 108.97 116.46

Depreciation 285.53 279.40 166.99 163.94

Profit before 378.73 286.35 233.00 155.56
Tax

Less: Tax 62.80 30.85 33.32 13.58
Expenses

Profit for the 315.93 255.50 199.68 141.98
year

Less: Minority 3.10 0.74 0 0
Interest

Profit after 312.83 254.76 199.68 141.98
Minority
Interest

During the year under review, your Company has achieved consolidated
total revenue and net profit of Rs. 6144.80 crore and Rs. 315.93 crore
respectively as against total revenue and net profit of Rs. 6,201.40
crore and Rs. 255.50 crore respectively during the previous financial
year ended 31st March, 2015.

Further, your Company has achieved standalone total revenue of Rs.
3525.67 crore and net profit of Rs. 199.68 crore as against total
revenue of Rs. 3,388.46 crore and net profit of Rs. 141.98 crore during
the previous financial year ended 31st March, 2015.

The comprehensive details of performance of the Company has been given
in the Management Discussion and Analysis Report appended hereto.

The Details of financial performance of all subsidiaries, associates
and joint ventures are contained in Note No. 38 of the Notes to
Accounts to the Consolidated Financial Statements.

TRANSFER TO RESERVES

An amount of Rs. 19.97 crore has been transferred to General Reserve
for the Financial Year ended 31st March 2016.

TRANSFER OF UNCLAIMED DIVIDEND

An amount of Rs. 20,01,476/- (Rupees Twenty Lac One Thousand Four
Hundred Seventy Six only) was transferred to Investor Education and
protection Fund (IEpF) during the year under review.

DIVIDEND

Your Directors are pleased to recommend a dividend @ Rs. 3.20 per share
for the financial year ended March 31, 2016 after considering future
needs of the company for growth.

The dividend, if approved at the forthcoming Annual General Meeting
will be paid to Members whose names appear in the Register of Members
as on 26th July, 2016. In respect of shares held in dematerialized
form, it will be paid to those Members whose names are furnished by
National Securities Depository Limited and Central Depository Services
(India) Limited as beneficial owner.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company.

SHARE CAPITAL

The paid-up equity share capital outstanding as on 31st March, 2016 was
Rs.72.21 Crore. During the year under review, the Company has neither
issued Shares with Differential Voting Rights nor granted Stock Options
nor Sweat Equity.

As on 31st March, 2016 none of the Directors of the Company except the
following held shares or convertible instruments of the Company:

Mr. Ashok Chaturvedi, CMD 12,64,533
Equity Shares

Mr. M.G. Gupta, Director 8,061
Equity Shares

The outstanding GDRs represent 5465840 shares as on 31.03.2016, which
are nearly 7.57% of the Subscribed Share Capital of the Company. The
GDRs have been converted into Equity Shares w.e.f. 25.04.2016. Due to
said conversion, there will no further impact on the Equity Share
Capital of the Company as the underlying shares representing
outstanding GDRs have already been included in the Equity Share
Capital.

FIXED DEPOSITS

The company neither had any fixed deposits outstanding as at 31st March
2016 nor fresh/renewal of deposits were accepted during the financial
year 2015-2016. There were no unclaimed deposits as at March 31, 2016.

DIRECTORS

The Board of Directors expressed their deep sorrow and grief on the sad
demise of fellow member on the Board, Mr. Ravi Kathpalia, who left for
heavenly abode on 16th December, 2015.

During the year, Mr. Amitava Ray (DIN: 00184143) has been appointed as
a Whole-time Director on the Board of the Company w.e.f. 2nd February,
2016. Your Directors welcome Mr. Ray on the Board of the Company. His
appointment has also been approved by the members of the company
through postal Ballot.

During the year, Mr. S.K. Kaushik (DIN: 0027035) has resigned from the
Directorship of the Company w.e.f. 2ndFebruary, 2016. The Board of
Directors placed on record their appreciations for the valuable
contribution made by Mr. S.K. Kaushik.

In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Ashok Chaturvedi, Chairman
& Managing Director (DIN 00023452) of the Company retire by rotation
and being eligible, offers himself for reappointment. The brief resume
and other details as required under Securities & Exchange of Board of
India (Listing Obligations and Disclosure Requirements), Regulations
2015 are provided in the Notice of Annual General Meeting of the
Company.

All Independent Directors of your Company have given declarations
confirming that they meet the criteria of Independence as prescribed
both under the Act and Securities & Exchange of Board of India (Listing
Obligations and Disclosure Requirements), Regulations 2015.

RELATIONSHIP BETWEEN DIRECTORS INTER- SE

None of the Directors are related to each other within the meaning of
the term "relative" as per Section 2(77) of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the Executives of
the Company, subject to disclosures in the Annual Accounts and also on
the basis of the discussion with the Statutory Auditors/ Internal
Auditors of the Company from time to time, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:

a. that in the preparation of the annual accounts for the year ended
31st March, 2016, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;

b. that the Company has selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2016 and of the Profit of the Company
for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d. that the annual accounts have been prepared on a going concern
basis;

e. that proper Internal Financial Controls were in place and that the
financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.

The Company''s Internal Auditors have conducted periodic audit to
provide reasonable assurance that the Company''s established policies
and procedures have been followed. The Audit Committee constituted by
the Board reviewed the internal controls and financial reporting issues
with Internal Auditors and Statutory Auditors.

STATUTORY AUDIT & AUDITORS

The Statutory Auditors of the Company, M/s. Vijay Sehgal & Co.,
Chartered Accountants, Delhi (Firm Registration No.000374N), were
appointed as Statutory Auditors by the members for three years. Their
appointment would be ratified at the ensuing Annual General Meeting.

The Report of the Auditors on the financial statements including
relevant notes on the accounts for the Financial Year ended 31/03/2016
are self-explanatory and therefore do not call for any further
comments.

During the year under review, the Auditors had not reported any matter
under Section 143(12) of the Companies Act, 2013, therefore no detail
is required to be disclosed under Section 134(3) of the Act.

Internal Auditors

The Board of Directors of your Company has re-appointed M/s. Jain
Singhal & Associates, Chartered Accountants, New Delhi (Firm
Registration No.005839N) as Internal Auditors pursuant to the
provisions of Section 138 of the Companies Act, 2013 for the financial
year 2016-2017.

Cost Auditors

The Board of Directors of your Company has re- appointed M/s. Jitender,
Navneet & Co., Delhi, Cost Accountants (Firm Registration No.00119) as
Cost Auditors of the Company for the financial year 2016- 2017.

Secretarial Auditors

The Board had re-appointed M/s Mahesh Gupta & Co., practicing Company
Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of
Section 204 of the Companies Act, 2013. The Report of the Secretarial
Auditor is annexed to the Report as per Annexure ''A''.

SUBSIDIARY COMPANIES

Flex Middle East FZE, UAE, UFlex Europe Limited, UK, UFlex packaging
Inc., USA, Flex p. Films (Brasil) Comercio De Films plasticosLtda, UpET
Holdings Ltd., Mauritius, UTech Developers Limited, India and USC
Holograms pvt. Ltd., India are Subsidiary Companies u/s 2(87) of the
Companies Act, 2013. Further, UpET (Singapore) pte. Ltd., Singapore,
Flex Americas, S.A. de C.V., Mexico, Flex p. Films (Egypt) S.A.E,
Egypt, Flex Films Europa Sp.zo.o., poland, Flex Films (USA) Inc., SD
Buildwell pvt. Ltd., and Flex Industries private Limited (upto 14th
January, 2016) are step-down subsidiaries of the Company.

In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company, who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company. The Consolidated Financial Statements presented
by the Company include the financial results of its Subsidiary
Companies & Associate Companies.

Financial position of each of the Subsidiaries is provided in a
separate statement attached to the Financial Statement pursuant to
first proviso to Section 129(3) of the Companies Act, 2013.

Consolidated Financial Statements

In accordance with the Accounting Standard-21, Consolidated Financial
Statements read with Accounting Standard-27 on Financial Reporting of
Interest in Joint Ventures and Accounting Standard-23 on ''Accounting
for Investments in Associates'' issued by the Institute of Chartered
Accountants of India, your Directors have pleasure in attaching the
consolidated financial statements, which form part of the Annual Report
& Accounts.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of Companies Act,
2013, your Company has a Corporate Social Responsibility (CSR)
Committee, which comprises Mr. M.G. Gupta, Chairman, Mr. Achintya
Karati, Member and Mr. Amitava Ray, Member. The terms of reference of
the Corporate Social Responsibility (CSR) Committee is provided in the
Corporate Governance Report. Your Company has also formulated a
Corporate Social Responsibility policy (CSR policy) which is available
on the website of the Company at http://www.uflexltd.com/pdf/
policies/UFLEX -CSR-policy.pDFpolicies.

Annual report on CSR activities as required under the Companies
(Corporate Social Responsibility policy) Rules, 2014 has been appended
as Annexure -"B" and forms integral part of this Report.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under SEBI (Listing of
Obligations and Disclosure Requirements) Regulation 2015 with the Stock
Exchanges.

A separate Report on Corporate Governance along with Report on
Management Discussion and Analysis is enclosed as part of this Report
as Annexure ''C'' & ''D''.

Disclosure under Companies Act, 2013

(i) Extracts of Annual Return

The details forming part of the Extracts of Annual Return is annexed as
per Annexure ''E''.

(ii) Meetings

During the year, Four Board Meetings and Four Audit Committee Meetings
were convened and held. The details of which are given in Corporate
Governance Report appended hereto.

(iii) Composition of Audit Committee

The Board has constituted a Audit Committee, which comprises of Mrs.
Indu Liberhan as the Chairperson and Mr. M.G. Gupta, Mr. A. Karati and
Mr. Amitava Ray as the Members. More details about the Committee are
given in the Corporate Governance Report appended hereto.

(iv) Related Party Transactions

All related party transactions are negotiated on an arms-length basis
and are in ordinary course of business. Therefore, the provisions of
Section 188(1) of the Companies Act, 2013 are not applicable. However,
suitable disclosure as required by the Accounting Standards (AS18) has
been made in the notes to the Financial Statements.

The Related party Transactions policy as approved by the Board is
uploaded on the Company''s website: www.uflexltd.com. at the weblink
http://www.uflexltd.com/Policy-on- Related-party-Transactions.asp

(v) Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
accompanying Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by any Regulator or
Court, which would impact the going concern status of the Company and
its future operations.

INTERNAL FINANCIAL CONTROLS

A detailed note has been provided under Management Discussion and
Analysis Report appended hereto.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

Fraud-free and corruption-free work culture has been the core of the
Company'' functioning. In view of the potential risk of fraud and
corruption due to rapid growth and geographical spread of operations,
the company has put even greater emphasis to address this risk.

To meet this objective, a Whistle Blower policy has been laid down. The
same policy as approved by the Board was uploaded on the Company''s
website www.uflexltd.com at weblinkhttp://www.uflexltd.com/
Whistle-Blower-policy.asp

BOARD EVALUATION

pursuant to the provisions of the Companies Act, 2013 and under
Securities & Exchange of Board of India (Listing Obligations and
Disclosure Requirements), Regulations 2015, the Board has carried out
an Annual performance Evaluation of its own performance and all the
Directors individually.

The evaluation of Non-Independent Directors, Chairman and the Board as
a whole was done at a separate meeting by the Independent Directors.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. There were no
complaint received from any employee during the financial year 2015-
2016 and hence no complaint is outstanding as on 31.03.2016 for
redressal.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT

There has been no material change and commitments occurred, between the
end of the financial year of the Company i.e. 31st March, 2016 and the
date of this report affecting financial position of the Company.

RISK MANAGEMENT POLICY

Risk Management is a very important part of any business. Company''s
Risk Management policy divides Risk into two broad categories; one Risk
Associated at the Transactional Level and the other Risk Associated at
the Decision Making Level.

In respect of the Risk Associated at Transactional Level, the company
has appropriate control mechanism and operating effectiveness of the
Internal Financial Controls and Legal Compliance System.

The company has created appropriate structures with proper delegation
of duties and responsibilities of employee at each level on enterprise
basis for compliances thereof.

In respect of Risk Associated at Decision Making level like political,
social & economic, market, technology, capital structure, foreign
exchange & interest rate, they are evaluated before taking any
strategic & financial decisions.

Adequacy and operative effectiveness of the Internal Financial Control
and Legal Compliance System are periodically reviewed by the
management, Internal Auditors, statutory auditors and the Audit
Committee.

INTERNAL POLICY ON REMUNERATION

The company has Internal Remuneration policy for Directors, Key
Management personnel and Senior Management personnel. The policy takes
into account several factors like age, qualification, years of
experience in the industry/ functional area and business management,
present emoluments and other qualitative factors such as leadership
qualities, communication skills, and performance track record. The aim
is to ensure that the company attracts and retains competent people.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial personnel)
Rules, 2014 in respect of employees of the Company will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees'' particulars which is available
for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of
the ensuing Annual General Meeting. Member interested in obtaining a
copy thereof, may write to the Company Secretary in this regard.

Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial personnel) Rules, 2014 are
provided as per Annexure ''F''.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, is annexed as "Annexure ''G''.

AWARDS

During the year under review, your Company received 32 awards and
Accolades conferred by reputable organizations based out of India and
overseas. The details of the Awards and Accolades are given in the
company''s web-site at http://www.uflexltd.com:

PERSONNEL

personnel relations with all employees remained cordial and harmonious
throughout the year. Your Directors wish to place on record their
sincere appreciations for the continued, sincere and devoted services
rendered by all the employees of the Company.

ACKNOWLEDGEMENT

The Directors express their gratitudes and thanks to all the Indian and
International Financial Institutions & Banks, Government Authorities
both India & overseas where company''s operations are carried out.
Shareholders, Customers, Suppliers and other Business Associates for
their continued co-operation and patronage.


For & On behalf of the Board

Ashok Chaturvedi

place : NOIDA Chairman & Managing Director

Dated :27th May, 2016 (DIN 00023452)


Mar 31, 2015

To the Members,

The Directors have pleasure in presenting this Twenty-sixth Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2015.

WORKING RESULTS

The summarized financial results for the year ended 31st March, 2015 and for the previous year ended 31st March, 2014 are as follows:

[Rs. In Lacs] Consolidated Year ended 2015 2014

gross Sales & Job work 672715 637280

Net Sales & Job work 603311 571061

Revenue from 618034 586325

Operations

Other Income 1661 2863

Profit before Finance 75268 71714

Cost, Depreciation & tax

Finance Cost 18693 23331

Depreciation 27940 26708

Profit before Tax 28635 21675

Less: Tax Expenses 3085 1512

Add : Minority Interest -74 1

Profit for the year 25476 20164

[Rs. In Lacs] Standardlone Year ended 2015 2014 gross Sales & Job work 392299 371901

Net Sales & Job work 323013 305682

Revenue from 332717 317927

Operations

Other Income 6129 8125

Profit before Finance

Cost, Depreciation & tax 43596 47273

Finance Cost 11646 16723

Depreciation 16394 14681

Profit before Tax 15556 15869

Less: Tax Expenses 1358 2933

Add : Minority Interest 0 0

Profit for the year 14198 12936

year in retrospect

During the year under review, your Company achieved on consolidated basis total revenue of Rs. 6,20,140 lacs including other income of Rs.1,661 lacs and share in profit of associate of Rs. 445 lacs as against total revenue of Rs.5,89,676 lacs including other income of Rs.2,863 lacs and share in profit of associate of Rs.488 lacs of the previous financial year ended 31st March, 2014. The profit for the year ended 31st March, 2015 at Rs.25,476 lacs was higher than the previous financial year ended March, 2014 at Rs.20,164 lacs.

Further, your Company achieved on Standalone basis total revenue of Rs. 3,38,846 lacs including other income of Rs. 6,129 lacs as against total revenue of Rs.3,26,052 lacs including other income of Rs.8,125 lacs of the previous financial year ended 31 st March, 2014. The profit for the year ended 31st March, 2015 at Rs. 14,198 lacs was higher than the previous financial year ended March, 2014 at Rs.12,936 lacs.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

DIVIDEND

In view of the future needs of funds for growth of the Company and also the overall sluggish economic environment, your Directors are pleased to recommend a dividend @ Rs. 2.70 per share for the financial year ended March 31,2015. The dividend, if approved at the forthcoming Annual General Meeting will be paid to Members whose names appear in the Register of Members as on 14th July, 2015. In respect of shares held in dematerialized form, it will be paid to those Members whose names are furnished by National Securities Depository limited and Central Depository Services (India) Limited as beneficial owner.

SHARE CAPITAL

The paid-up equity share capital as on 31st March, 2015 was Rs.72.21 Crore. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity. As on 31st March, 2015 none of the Directors of the Company held shares or convertible instruments of the Company except Mr. Ashok Chaturvedi, Chairman & Managing Director who held 1264533 equity shares and Mr. M.G. Gupta, Director who held 8061 equity shares.

FIXED DEPOSITS

No fresh/renewal of deposits were accepted during the financial year 2014-2015. There were no unclaimed deposits as at March 31,2015.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr Ashok Chaturvedi, Chairman & Managing Director (DIN 00023452) of the Company retire by rotation and being eligible, offers himself for reappointment.

During the year, Mr Tara Sankar Sudhir Bhattacharya (Din 00157305) has been appointed as an Additional Director on the Board of the Company w.e.f. 14th February, 2015.

Mrs. Indu liberhan (DIN 3341420) has also been appointed as an Additional Director on the Board of the Company w.e.f. 28th May, 2015.

your Directors welcome Mr. Bhattacharya and Mrs. liberhan on the Board of the Company.

All the Independent Directors have given Declarations that they meet criteria of Independence as laid down u/s 149(6) of the Companies Act, 2013 and Clause No. 49 of the listing Agreement.

Brief resume of the above Directors proposed to be appointed / re-appointed, nature of their expertise in specific functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given as Annexure to the Notice convening the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/ Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the Annual Financial Statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that the Company has selected such accounting policies and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the Profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a on-going concern basis;

e. that proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

The Company''s Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company''s established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with Internal Auditors.

AUDITORS & AUDIT

The Statutory Auditors of the Company, M/s. Vijay Sehgal & Co., Chartered Accountants, Delhi (Firm Registration No.000374N), who were appointed as Statutory Auditors by the members for three years. Their appointment would be ratified at the ensuing Annual General Meeting.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

Internal Auditors

The Board of Directors of your Company has re-appointed M/s. Jain Singhal & Associates, Chartered Accountants, New Delhi (Firm Registration No.005839N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2015-2016.

Cost Auditors

The Board of Directors of your Company has re- appointed M/s. Jitender, Navneet & Co., Delhi, Cost Auditors (Firm Registration No.00119) as Cost Auditors of the Company for the financial year 2015-2016.

Secretarial Auditors

The Board had appointed M/s Mahesh Gupta & Co., Practicing Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor is annexed to the Report as per Annexure ''A''. There is a qualification in the Report that Company did not appoint Woman Director upto 31st March, 2015.

The Management clarified that, it was in search for appointment of a Woman Director on the Board of the Company and appointed Mrs. Indu Liberhan as Woman Director w.e.f. 28th May, 2015.

SUBSIDIARY COMPANIES

Flex Middle East FZE, UAE, UFlex Europe Limited, UK, UFlex Packaging Inc., USA, Flex P Films (Brasil) Comercio De Films Plasticos Ltda, UPET Holdings Ltd., Mauritius, UTech Developers Limited, India and USC Holograms Pvt. Ltd., India are Subsidiary Companies u/s 2(87) of the Companies Act, 2013. Further, UPET (Singapore) Pte. Ltd., Singapore, Flex Americas, S.A. de C.V., Mexico, Flex P. Films (Egypt) S.A.E, Egypt, Flex Films Europa Sp z o.o., Poland, Flex Films (USA) Inc., SD Buildwell Pvt. Ltd., India and Flex Industries Private Limited, India are step- down subsidiaries of the Company.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company, who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies & Associate Companies.

Financial position of the each of the Subsidiaries is provided in a separate statement attached to the Financial Statement pursuant to first proviso to Section 129(3) of the Companies Act, 2013.

Consolidated Financial Statements

In accordance with the Accounting Standard-21, Consolidated Financial Statements read with Accounting Standard-27 on Financial Reporting of Interest in Joint Ventures and Accounting Standard-23 on ''Accounting for Investments in Associates'' issued by the Institute of Chartered Accountants of India, your Directors have pleasure in attaching the consolidated financial statements, which form part of the Annual Report & Accounts.

CORPORATE SOCIAL RESPONSIBILITY

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover of Rs.1000 crores or more or net profit of Rs.5 crore or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years.

Accordingly, the Company has to do a CSR Activity for an amount of Rs. 328.47 lacs based on the average profits of the three preceding financial years. However, the Company has spent Rs. 149.97 lacs upto 31st March, 2015. For the balance amount, the Company has not been able to identify any other CSR Activity covered under Schedule VII of the Companies Act, 2013 for a time being which can be undertaken by the Company on sustained basis. Accordingly, the balance amount shall be incurred by the Company in future.

A Report on CSR Activities is annexed herewith as an Annexure ''B''.

corporate GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges.

A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of the Annual Report.

Disclosure under Companies Act, 2013

(i) Extracts of Annual Return

The details forming Part of the Extracts of Annual Return is annexed as per Annexure ''C''.

(ii) Meetings

During the year, Five Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in Corporate Governance Report.

(iii) Composition of Audit Committee

The Board has constituted a Audit Committee, which comprises of Mr. Ravi Kathpalia as the Chairman and Mr. M.G. Gupta, Mr. A. Karati and Mr. S.K. Kaushik as the Members. More details about the Committee are given in the Corporate Governance Report.

(iv) Related Party Transactions

None of the transactions with any of related parties were in conflict with the Company''s interest. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements.

All related party transactions are negotiated on an arms-length basis and are ordinary course of business. Therefore, the provisions of Section 188(1) of the Companies Act, 2013 are not applicable.

The Related party Transactions policy as approved by the Board is uploaded on the Company''s website www.uflexltd.com. at the weblink http:// www.uflexltd.com/Policy-on-Related-Party- Transactions.asp

The details of the transaction with Related Party are provided in the accompanying financial statements.

(v) Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the Provisions of Section 186 of the Companies Act, 2013 are given in the accompanying Financial Statements.

significant and material orders passed BY the REGULATORS OR COURTS

There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations

INTERNAL FINANCIAL CONTROL

A detailed note has been provided under Management Discussion and Analysis Report.

VIGIL MECHANISM AND wHISTLE BLOwER POLICY

Fraud-free and corruption-free work culture has been the core of the Company'' functioning. In view of the potential risk of fraud and corruption due to rapid growth and geographical spread of operations, the company has put even greater emphasis to address this risk.

To meet this objective, a Whistle Blower Policy has been laid down. The same policy as approved by the Board was uploaded on the Company''s website www.uflexltd.com at weblink http://www.uflexltd.com/ Whistle-Blower-Policy.asp

BOARD EVALUATION

Pursuant to the Provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an Annual Performance Evaluation of its own performance and the Directors individually.

The manner of evaluation of Non-Independent Directors, Chairman and the Board as a whole was done at a separate meeting held by Independent Directors.

The performance evaluation of Independent Directors was done by entire Board, excluding Directors being evaluated.

DISCLOSURE UNDER SEXUAL HARASSMENT OF wOMEN AT wORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were no complaint received from any employee during the financial year 2014-

2015 and hence no complaint is outstanding as on 31.03.2015 for redressal.

REMUNERATION Policy

The Board has framed a Policy for selection of and appointment of Directors, Senior Management and their Remuneration.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Member interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure ''D''.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure ''E''.

AwARDS

During the year under review, your Company received many awards and felicitations conferred by reputable organizations.

UFLEX has been conferred the prestigious Plasticon Gold Award for 2015 in the Conservation of Energy, Materials and Ecology (Green Initiative) category. The award is given out by Plastindia foundation based on a competition to coincide with the staging of the triennial Plastindia show, which is one of the world''s largest and most important international trade shows on Plastics. The Plasticon Award is the most prestigious and well-known accolade in the Indian Plastics industry.

UFLEX has won three prestigious AIMCAL Awards in this year''s annual competition. The Awards were announced and handed over during AlMCAL''s Annual Meeting held in March, 2015.

The Award winning packs were :

- Food and Beverage - Technical

Category : SPARKLE Innolock Stand-up Pouch

- Food and Beverage - Marketing

Category: PARAS Ghee Pouch

- Nonfood - Technical

Category : HIRA Pouch with Multilens

PERSONNEL

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.

ACKNOWLEDGEMENT

The Directors express their gratitude and thanks to the domestic and international Financial Institutions & Banks, Government Authorities both India & overseas particularly in the states of Uttar Pradesh, Madhya Pradesh and Jammu & Kashmir, Jafza (Dubai), Six October City (Egypt), Kentucky & New Jersey (USA), London (UK), Kaliska (Poland), Tamaulipas (Mexico) & Brazil, Shareholders, GDR holders, Customers, Suppliers and other Business Associates for their continued co-operation and patronage.

For & On behalf of the Board Ashok Chaturvedi Place : NOIDA Chairman & Managing Director Dated : 28th May, 2015 (DIN 00023452)


Mar 31, 2014

The Directors have pleasure in presenting this Twenty-fifth Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2014.

WORKING RESULTS

The summarized financial results for the year ended 31st March, 2014 and for the previous year ended 31st March, 2013 are as follows:

[Rs. In lacs]

Consolidated Standalone year ended year ended

2014 2013 2014 2013

gross Sales & Job 626553 560015 369167 367278 work

Net Sales & Job 560335 495643 302948 302906 work

Revenue from 586325 516108 317927 315637 Operations

Other Income 2863 1908 8125 2403

Profit before 71714 67468 47273 49693 Finance Cost, Depreciation & tax

Finance Cost 23331 22969 16723 17478

Depreciation 26708 23599 14681 14683

Profit before Tax 21675 20900 15869 17532

less: Tax Expenses 1512 1863 2933 3685

Add: Minority 0.94

Interest

Profit for the year 20164 19037 12936 13847

YEAR IN RETROSPECT

During the year under review, your Company achieved on consolidated basis total revenue of Rs.5,89,676 lacs including other income of Rs.2,863 lacs and share in profit of associate of Rs.488 lacs as against total revenue of Rs.5,18,279 lacs including other income of Rs.1,908 lacs and share in profit of associate of Rs.263 lacs of the previous financial year ended 31st March, 2013. The profit for the year ended 31st March, 2014 at Rs.20,164 lacs was higher than the previous financial year ended March, 2013 at Rs.19,037 lacs.

Further, your Company achieved on standalone basis total revenue of Rs.3,26,052 lacs including other income of Rs.8,125 lacs as against total revenue of Rs.3,18,040 lacs including other income of Rs.2,403 lacs of the previous financial year ended 31st March, 2013. The profit for the year ended 31st March, 2014 at Rs.12,936 lacs was lower than the previous financial year ended March, 2013 at Rs.13,847 lacs.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

DIVIDEND

In view of the future needs of funds for growth of the Company and also the overall sluggish economic environment, your Directors are pleased to recommend a dividend @ Rs. 2.50 per share for the financial year ended March 31, 2014. The dividend, if approved at the forthcoming Annual General Meeting will be paid to Members whose names appear in the Register of Members as on 3rd August, 2014. In respect of shares held in dematerialized form, it will be paid to those Members whose names are furnished by national Securities Depository limited and Central Depository Services (India) limited as beneficial owner as on 3rd August, 2014.

FIXED DEPOSITS

no fresh/renewal of deposits were accepted during the financial year 2013-2014. There were no unclaimed deposits as at March 31, 2014.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri S.K. Kaushik, Director (DIN 00027035) of the Company retire by rotation and being eligible, offer himself for reappointment.

According to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Shri Ravi Kathpalia (DIN 00023576), Shri M.G. Gupta (DIN 00023524) and Shri A. Karati (DIN 00024412) as Independent Directors for five consecutive years for a term up to 31st March, 2019.

IFCI limited withdrew the nomination of Shri Shivendra Tomar (DIN 03174406) from the Board of the Company and nominated Shri Vijay Kumar Gupta (DIN 06806431) as their new nominee on the Board of the Company w.e.f. 30th May, 2014. your Directors while welcoming Shri Gupta on the Board of the Company also took the opportunity to place on record their appreciation for the valuable services rendered by Shri Shivendra Tomar during his tenure as Director of the Company.

Brief resume of the above Directors proposed to be re-appointed, nature of their expertise in specific functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/membership of the Committees of the Board, as stipulated under Clause 49 of the listing Agreement with the Stock Exchanges, are given as Annexure to the notice convening the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/ Internal Auditors of the Company from time to time, we state as under:

i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed and that there has been no material departures.

ii) that the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the annual accounts on a going concern basis.

The Company''s Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company''s established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with Internal Auditors.

AUDITORS & AUDIT

The Statutory Auditors of the Company, M/s. Vijay Sehgal & Co., Chartered Accountants, Delhi (Firm Registration no.000374n), retire at the ensuing Annual General Meeting and has confirmed their eligibility and willingness to accept office, if re- appointed. The Audit Committee and the Board of Directors recommends the re-appointment of M/s. Vijay Sehgal & Co., Chartered accountants, as the Auditors of the Company for a period of three years.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

Internal Auditors

The Board of Directors of your Company has re-appointed M/s. Jain Singhal & Associates, Chartered Accountants, new Delhi (Firm Registration no.005839n) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2014-2015.

Cost Auditors

M/s. Jitender, navneet & Co., Delhi, Cost Auditors (Firm Registration no.00119) were appointed as Cost Auditors of the Company for the financial year 2013-2014. Further the Board of Directors has re- appointed them as Cost Auditors for the financial year 2014-2015.

Secretarial Auditors

The Board of Directors of your Company has appointed M/s Mahesh Gupta & Co., practicing Company Secretary, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013 for the financial year 2014-2015.

SUBSIDIARY COMPANIES

pursuant to Section 212 of the Companies Act, 1956, Flex America Inc. USA, Flex Middle East FZE, UAE, UFlex Europe Limited, UK, Ufex Packaging Inc., USA, Flex p. Films (Brasil) Comercio De Filmes plasticos ltda, UpET Holdings ltd., Mauritius and UTech Developers limited, India are Subsidiary Companies. Further, UpET (Singapore) pte. ltd., Singapore, Flex Americas, S.A. de C.V., Mexico, Flex p. Films (Egypt) S.A.E, Egypt, Flex Films Europa Sp z o.o., poland, Flex Films (USA) Inc., SD Buildwell pvt. ltd., India & USC Holograms pvt. ltd., India are subsidiaries of the Company in terms of Section 4(1) (c) of the Companies Act, 1956.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company, who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies, Joint Venture & Associate Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard-21, Consolidated Financial Statements read with Accounting Standard-27 on Financial Reporting of Interest in Joint Ventures and Accounting Standard-23 on ''Accounting for Investments in Associates'' issued by the Institute of Chartered Accountants of India, your Directors have pleasure in attaching the consolidated financial statements, which form part of the Annual Report & Accounts.

CORPORATE GOVERNANCE

your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the listing Agreement with the Stock Exchanges.

A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of the Annual Report.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of Section 274(1)(g) of the Companies Act, 1956. your Directors have made necessary disclosures as required under various provisions of the Companies Act, 1956 and Clause 49 of the listing Agreement.

Information as per Section 217(2A) of the Act, read with the Companies (particulars of Employees) Rules, 1975, as amended from time to time, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to all the members excluding the statement containing the particulars of employees to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy.

Information under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure `A forming part of this Report.

PERSONNEL

personnel relations with all employees remained cordial and harmonious throughout the year. your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.

ACKNOWLEDGEMENT

The Directors express their gratitude and thanks to the domestic and international Financial Institutions & Banks, Government Authorities both India & overseas particularly in the states of Uttar pradesh, Madhya pradesh and Jammu & Kashmir, Jafza (Dubai), Six October City (Egypt), Kentucky & new Jersey (USA), london (UK), Kaliska (poland), Tamaulipas (Mexico) & Brazil, Shareholders, GDR holders, Customers, Suppliers and other Business Associates for their continued co-operation and patronage.

For & On behalf of the Board

S.k. kaushik Ravi kathpalia

Whole-time Director Director

place : NOIDA

Dated : 30th May, 2014


Mar 31, 2013

To the Members,

The Directors have pleasure in presenting this Twenty- fourth Annual Report together with the Audited Accounts of the Company for the fi nancial year ended 31st March, 2013.

WORKING RESULTS

The summarized fi nancial results for the year ended 31st March, 2013 and for the previous year ended 31st March, 2012 are as follows:

[Rs. in lacs]

Consolidated Standalone Year Ended Year Ended 2013 2012 2013 2012

Gross Sales & Job 560015 500816 367278 357708 Work

Net Sales & Job 495643 438711 302906 295654 Work

Revenue from 516108 451584 315637 307894 Operations

Other Income 1908 2514 2403 2771

Profi t before 67468 68239 49693 47259

Finance Cost, Depreciation & Tax

Finance Cost 22969 19925 17478 15999

Depreciation 23599 17829 14683 12365

Profit before Tax 20900 30485 17532 18895

Less: Tax Expenses 1863 5035 3685 3936

Add: Minority Interest 52

Profit for the year 19037 25502 13847 14959

YEAR IN RETROSPECT

During the year under review, your Company achieved on consolidated basis total revenue of Rs. 518279 lacs including other income of Rs.1908 lacs as against total revenue of Rs.454295 lacs including other income of Rs.2514 lacs of the previous fi nancial year ended 31st March, 2012. The profi t for the year ended 31st March, 2013 at Rs.19037 lacs was lower than the previous fi nancial year ended March, 2012 at Rs.25502 lacs.

Further, your Company achieved on standalone basis total revenue of Rs. 318040 lacs including other income of Rs. 2403 lacs as against total revenue of Rs.310,665 lacs including other income of Rs.2771 lacs of the previous fi nancial year ended 31st March, 2012. The profi t for the year ended 31st March, 2013 at Rs. 13847 lacs was lower than the previous fi nancial year ended March, 2012 at Rs.14959 lacs.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

DIVIDEND

In view of the future needs of funds for expansions & growth of the Company and also the overall sluggish economic

environment, your Directors are pleased to recommend a dividend @ Rs.2.40 per share for the fi nancial year ended March 31, 2013. The dividend, if approved at the forthcoming Annual General Meeting will be paid to Members whose names appear in the Register of Members as on 1st September, 2013. In respect of shares held in dematerialized form, it will be paid to those Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as benefi cial owner as on 1st September, 2013.

FIXED DEPOSITS

No fresh/renewal of deposits were accepted during the fi nancial year 2012-2013. There were no unclaimed deposits as at March 31, 2013.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Shri Ravi Kathpalia and Shri S.K. Kaushik, Directors of the Company retire by rotation and being eligible, offer themselves for reappointment.

During the year IFCI withdrew the nomination of Shri N.K. Duggal and Smt. Manju Jain from the Board of the Company and nominated Shri Shivendra Tomar as their new nominee on the Board of the Company. Your Directors while welcoming Shri Tomar on the Board of the Company also took the opportunity to place on record their appreciation for the valuable services rendered by Shri N.K. Duggal and Smt. Manju Jain during their tenure as Directors of the Company.

Shri Achintya Karati has resigned as Nominee Director of ICICI Bank Limited. However, the Board of Directors of the Company has appointed him as an Additional Director w.e.f. 30th May, 2013.

Brief resume of the above Directors proposed to be re- appointed, nature of their expertise in specifi c functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given as Annexure to the Notice convening the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

On the basis of compliance certifi cates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/Internal Auditors of the Company from time to time, we state as under:

i) that in the preparation of the annual accounts for the fi nancial year ended 31st March, 2013 the applicable accounting standards have been followed and that there has been no material departures.

ii) that the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that were 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 fi nancial year and of the profi t of the Company for the year under review.

iii) that the Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the Annual Accounts on a going concern basis.

The Company''s Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company''s established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and fi nancial reporting issues with Internal Auditors.

AUDITORS & AUDIT

The Auditors of the Company M/s. Vijay Sehgal & Co., Chartered Accountants, Delhi, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

COST AUDITORS

M/s. Jitender, Navneet & Co., Delhi, Cost Auditors were appointed as Cost Auditors of the Company for the fi nancial year 2012-2013. Further the Board of Directors has appointed them as Cost Auditors for the fi nancial year 2013-2014.

SUBSIDIARY COMPANIES

Pursuant to Section 212 of the Companies Act, 1956, Flex America Inc., USA, Flex Middle East FZE, UAE, UFlex Europe Limited, UK, Flex Films (USA) Inc., USA, Ufl ex Packaging Inc., USA, Flex P Films (Brasil) Comercio De Films Plasticos Ltda, Brazil, UPET Holdings Ltd., Mauritius and UTech Developers Limited, India are Subsidiary Companies. Further, UPET (Singapore) Pte. Ltd., Singapore, Flex Americas, S.A. de C.V., Mexico, Flex P. Films (Egypt) S.A.E, Egypt, TFlex America LLC (USA), Flex Films Europa Sp Z o.o., Poland & SD Buildwell Pvt. Ltd., India are subsidiaries of the Company in terms of Section 4(1)(c) of the Companies Act, 1956.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profi t and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company, who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Offi ce of the Company. The Consolidated Financial Statements presented by the Company include the fi nancial results of its Subsidiary Companies, Joint Venture & Associate Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard-21, Consolidated Financial Statements read with Accounting Standard-27 on Financial Reporting of Interest in Joint Ventures and Accounting Standard-23 on ‘Accounting for Investments in Associates'' issued by the Institute of Chartered Accountants of India, your Directors have pleasure in attaching the consolidated fi nancial statements, which form part of the Annual Report & Accounts.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges.

A separate Report on Corporate Governance alongwith Report on Management Discussion and Analysis is enclosed as part of the Annual Report.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualifi ed as per provision of Section 274(1) (g) of the Companies Act, 1956. Your Directors have made necessary disclosures as required under various provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended are given in Annexure `A forming part of this Report.

Information under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure `B'' forming part of this Report.

PERSONNEL

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.

ACKNOWLEDGEMENT

The Directors express their gratitude and thanks to the domestic and international Financial Institutions & Banks, Government Authorities both India & overseas particularly in the states of Uttar Pradesh, Madhya Pradesh and Jammu & Kashmir, Jafza (Dubai), Six October City (Egypt), Kentucky & New Jersey (USA), London (UK), Kaliska (Poland) & Tamaulipas (Mexico), Shareholders, GDR holders, customers, suppliers and other business associates for their continued co-operation and patronage.

For & On behalf of the Board

Place : NOIDA ASHOK CHATURVEDI

Dated : 30th May, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting this Twenty- third Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2012.

WORKING RESULTS

The summarized financial results for the year ended 31st March, 2012 and for the previous year ended 31st March, 2011 are as follows:

[Rs. in lacs]

Consolidated Standalone Year Ended Year Ended 2012 2011 2012 2011

Gross Sales & Job 500816 390941 357708 268767 Work

Net Sales & Job 438711 340219 295654 218044 Work

Revenue from 451584 349645 307894 230066 Operations

Other Income 2514 1434 2771 1573

Profit before 68239 114598 47259 63026

Finance Cost,

Depreciation & Tax

Finance Cost 19925 16432 15999 13488

Depreciation 17829 13631 12365 9739

Profit before Tax 30485 84535 18895 39799

Less: Tax Expenses 5035 14853 3936 11597

Add: Minority Interest 52 116 - -

Profit for the year 25502 69798 14959 28202

YEAR IN RETROSPECT

During the year under review, your Company achieved on consolidated basis total revenue of Rs.454,295 lacs including other income of Rs.2,514 lacs as against total revenue of Rs.351,241 lacs including other income of Rs.1,434 lacs of the previous financial year ended 31st March, 2011. The profit for the year ended 31st March, 2012 at Rs.25,502 lacs was lower than the previous financial year ended March, 2011 at Rs.69,798 lacs.

During the year under review, your Company achieved on standalone basis total revenue of Rs.310,665 lacs including other income of Rs.2,771 lacs as against total revenue of Rs.231639 lacs including other income of Rs.1,573 lacs of the previous financial year ended 31st March, 2011. The profit for the year ended 31st March, 2012 at Rs.14,959 lacs was lower than the previous financial year ended March, 2011 at Rs.28,202 lacs.

The profits during the financial year 2011 were higher due to prevailing extra-ordinary market conditions of PET film, giving rise to abnormal higher prices and margins thereon. Whereas during the financial year 2012, the PET film market took a u-turn, resulting into significant drop in prices and margins on PET film thereby dropping the profitability for the current financial year 2012.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

DIVIDEND

In view of the future needs of funds for expansions & growth of the Company and also the overall sluggish economic environment, your Directors are pleased to recommend a dividend @ Rs.2/- per share for the financial year ended March 31, 2012. The dividend, if approved at the forthcoming Annual General Meeting will be paid to Members whose names appear in the Register of Members as on 29th August, 2012. In respect of shares held in dematerialized form, it will be paid to those Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owner as on 29th August, 2012.

FIXED DEPOSITS

No fresh/renewal of deposits were accepted during the financial year 2011-2012. There were no unclaimed deposits as at March 31, 2012.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Shri S.K. Kaushik and Shri M.G. Gupta, Directors of the Company retire by rotation and being eligible, offer themselves for reappointment.

Brief resume of the above Directors proposed to be re- appointed, nature of their expertise in specific functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given as Annexure to the Notice convening the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/Internal Auditors of the Company from time to time, we state as under:

i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed and that there has been no material departures.

ii) that the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the annual accounts on a going concern basis.

The Company's Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company's established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with Internal Auditors.

AUDITORS & AUDIT

The Auditors of the Company M/s. Vijay Sehgal & Co., Chartered Accountants, Delhi, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under section 224(1B) of the Companies Act, 1956.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

Members are also requested to refer to the statement under section 215(2) of the Companies Act, 1956 attached to the Financial Statements in respect of non-signing of same by Chairman and Managing Director of your Company.

SUBSIDIARY COMPANIES

Pursuant to Section 212 of the Companies Act, 1956, Flex America Inc., USA, Flex Middle East FZE, UAE, UFlex Europe Limited, UK, Flex Films (USA) Inc., USA, UTech Developers Limited, India, Uflex Packaging Inc., USA and UPET Holdings Ltd., Mauritius are Subsidiary Companies. Further, UPET (Singapore) Pte. Ltd., Singapore, Flex Americas, S.A. de C.V., Mexico, Flex P. Films (Egypt) S.A.E, Egypt, TFlex America LLC, USA, Flex Films Europa Sp z o.o., Poland & SD Buildwell Pvt. Ltd., India are subsidiaries of the Company in terms of Section 4(1)(c) of the Companies Act, 1956.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company, who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies, Joint Venture & Associate Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard-21, Consolidated Financial Statements read with Accounting Standard-27 on Financial Reporting of Interest in Joint Ventures and Accounting Standard-23 on 'Accounting for Investments in Associates' issued by the Institute of Chartered Accountants of India, your Directors have pleasure in attaching the consolidated financial statements, which form part of the Annual Report & Accounts.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges.

A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of the Annual Report.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of Section 274(1) (g) of the Companies Act, 1956. Your Directors have made necessary disclosures as required under various provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended are given in Annexure 'A' forming part of this Report.

Information under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure 'B' forming part of this Report.

PERSONNEL

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.

ACKNOWLEDGEMENT

The Directors express their gratitude and thanks to the domestic and international Financial Institutions & Banks, Government Authorities particularly in the states of Uttar Pradesh, Madhya Pradesh and Jammu & Kashmir, Shareholders, GDR holders, customers, suppliers and other business associates for their continued co-operation and patronage.

For & On behalf of the Board

S.K. Kaushik Ravi Kathpalia Whole-time Director Director

Place : NOIDA

Date : 11th July, 2012


Mar 31, 2011

To the Members,

The Directors have pleasure in presenting this Twenty- second Annual Report together with the Audited Accounts of the Company for the fi nancial year ended 31st March, 2011.

WORKING RESULTS

The summarized financial results for the year ended 31st March, 2011 and for the previous year ended 31st March, 2010 are as follows:

[Rs. in lacs]

Year ended Year ended 31.03.2011 31.03.2010

Gross Sales & Job Work 274620 186531

Net Turnover 236022 167660

Profit before Interest, 63003 31858

Depreciation, Tax

Interest & Financial Charges 13488 10991

Depreciation 9739 9266

Profit before Tax & 39776 11601

Exceptional Items

(Less): Provision for Taxation

- For Income Tax (10746) (1971)

- For Wealth Tax (21) (17)

(Less): Provision for Deferred (830) (3047)

Tax (Charge)

Add: Mat Credit Entitlement - 1875

Exceptional Items (Net of Tax) - 465

Profit After Tax 28179 8906

Add/(Less): Excess/(Short) Provision for earlier years

- For Income Tax (21) 36

- For Fringe Benefit Tax - (59)

- For Expenses 43 18

- Diminution in the value of - 139

Investment

Amount available for 28202 9040

Appropriations

YEAR IN RETROSPECT

During the year under review, your Company achieved a net turnover of Rs.236022 lacs including other income & operating income of Rs.12236 lacs as against net turnover of Rs.167660 lacs including other income & operating income of Rs.11385 lacs of the previous financial year ended 31st March, 2010. The profit after tax for the year ended 31st March, 2011 at Rs.28179 lacs was higher than the previous financial year ended March, 2010 at Rs.8906 lacs.

The operational performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report.

DIVIDEND

Your Directors are pleased to recommend a dividend @ Rs. 7.50 per share for the financial year ended March 31, 2011. The dividend, if approved at the forthcoming Annual General Meeting will be paid to Members whose names appear in the Register of Members as on 10th September, 2011. In respect of shares held in dematerialized form, it will be paid to those Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owner as on 10th September, 2011.

FIXED DEPOSITS

No fresh/renewal of deposits were accepted during the financial year 2010-2011. There were Rs. 6000/- unclaimed deposit as at March 31, 2011. Reminder has been sent to one person, who did not claim repayment of his deposit. The same amount has been deposited with Investor Education & Protection Fund on 23.07.2011.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company Shri M.G. Gupta and Shri Ravi Kathpalia, Directors of the Company retire by rotation and being eligible, offer themselves for reappointment.

IFCI withdrew the nomination of Shri Javed Yunus as their nominee from the Board of Directors of the Company w.e.f. 22nd January, 2011 and appointed Shri N.K. Duggal as their new Nominee in the Board of the Company. Your Directors took the opportunity to place on record their appreciation for the valuable services rendered by Shri Javed Yunus during his tenure as a Director of the Company.

Shri R.P. Agrawal, Director of the Company, who left for heavenly abode on 27th September, 2010. Your Directors of the Company express their deep sorrow and grief on the sad demise of Shri R.P. Agrawal.

Brief resume of the Directors proposed to be re-appointed, nature of their expertise in specific functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given as Annexure to the Notice convening the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/Internal Auditors of the Company from time to time, we state as under:

i) that in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed and that there has been no material departures.

ii) that the Directors have selected such accounting policies and applied them consistently and made judgement and estimates that were prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review.

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepared the annual accounts on a going concern basis.

The Company's Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company's established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and financial reporting issues with Internal Auditors.

AUDITORS & AUDIT

The Auditors of the Company M/s. Vijay Sehgal & Co., Chartered Accountants, Delhi, retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments.

SUBSIDIARY COMPANIES

Pursuant to Section 212 of the Companies Act, 1956, Flex America Inc., USA, Flex Middle East FZE, UAE, UFlex Europe Limited, UK, UTech Developers Limited, India, Uflex Packaging Inc., USA, UPET Holdings Ltd., Mauritius & Flex Films Europa Sp Z o.o., Poland are Subsidiary Companies. Further, UPET (Singapore) Pte. Ltd., Singapore, Flex Americas, S.A. de C.V., Mexico, Flex P. Films (Egypt) S.A.E, Egypt, Tflex America LLC, USA & SD Buildwell Pvt. Ltd., India are subsidiaries of the Company in terms of Section 4(1)(c) of the Companies Act, 1956.

In accordance with the approval taken by the Company and general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company, who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary

Companies, Joint Venture & Associate Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard-21, Consolidated Financial Statements read with Accounting Standard-27 on Financial Reporting of Interest in Joint Ventures and Accounting Standard-23 on 'Accounting for Investments in Associates' issued by the Institute of Chartered Accountants of India, your Directors have pleasure in attaching the consolidated financial statements, which form part of the Annual Report & Accounts.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges.

A separate Report on Corporate Governance alongwith Report on Management Discussion and Analysis is enclosed as part of the Annual Report.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per provision of Section 274(1) (g) of the Companies Act, 1956. Your Directors have made necessary disclosures as required under various provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended are given in Annexure `A' forming part of this Report.

Information under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure `B' forming part of this Report.

PERSONNEL

Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.

ACKNOWLEDGEMENT

The Directors express their gratitude and thanks to the Financial Institutions, Banks, Government Authorities particularly in the states of Uttar Pradesh, Madhya Pradesh, Jammu & Kashmir, Shareholders, GDR holders, FCCB holders, customers, suppliers and other business associates for their continued co-operation and patronage.

For & On behalf of the Board

ASHOK CHATURVEDI

Place : NOIDA Chairman & Dated : 4th August, 2011 Managing Director









 
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