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Notes to Accounts of Uflex Ltd.

Mar 31, 2016

1. In the opinion of the Board and to the best of their knowledge,
value on realisation of assets, other than fixed assets & non-current
investments in the ordinary course of the business, would not be less
than the amount at which they are stated in the Balance Sheet.

2. During the year, Insurance Company has settled the claim in
respect of aggregate loss claim filed by the Company of Rs. 2568.23
lacs due to outbreak of fire in factory premises of the Company,
Situated at Sector-60, Noida in the financial year ended 31st March
2012. In settlement thereof, Insurance Company has paid a sum of Rs.
2072.60 lacs. Out of short amount received, Rs. 214.71 Lacs are
capitalised along with the value of assets reinstated, not allowed on
account of upgradation in technology of assets replaced and balance
Rs.280.92 lacs has been disclosed as "Loss on Settlement of Fire Claim
" and disclosed under Note No."28(B)" .

3. Balances of some of the parties are subject to reconciliation &
confirmations.

4. a) Rupees have been rounded off to the nearest thousand.

b) Previous Year figures have been recasted / regrouped/ reclassified,
wherever considered necessary.


Mar 31, 2014

1. SHARE CAPITAL

A AUTHORISED

The Company''s Authorised Capital is of Rs.34000.00 lacs (previous year same) distributed into 1,90,00,000 (previous year same) preference Shares of Rs.100/- each and 15,00,00,000 (previous year same) Equity Shares of Rs. 10/- Each.

Further, the Issued, Subscribed and paid-up Capital of the Company includes 54,65,840 (previous year same ) Equity Shares lying with Depository, representing 27,32,920 (previous year same) Global Depository Receipts (GDRs), issued through an international offering in US Dollars, outstanding as at Balance Sheet date.

C RESTRICTION ON VOTING RIGHTS

Holders of GDRs have no voting rights in respect of underlying shares represented by the GDRs. However Depository can exercise the power to vote in respect of shares represented by the GDRs as directed by the Board, in terms of the conditions contained in offering circular. Registered holders of Shares, withdrawn from the deposit facility will be entitled to vote and exercise other direct shareholder rights.

However the holders of the GDRs are entitled to portion of the annual dividend, if any declared, on the shares represented by the outstanding GDRs.

(Rs.in lacs)

As At As At 31.03.2014 31.03.2013

2. Contingent liabilities not provided for in respect of:

i) Guarantees issued by Banks 2124.05 1286.41

ii) Corporate Guarantees issued for facilities taken by foreign 213907.50 175904.20

subsidiaries / step down subsidiaries from Banks

iii) Import duty obligations on outstanding export commitment 2264.64 2854.16 under Advance license / EPCG Schemes

iv) letters of Credit (Unexpired) issued by Banks (net of Margin) 6121.32 6355.77

v) Show cause notice / demands of Excise Authorities in 8038.09 6384.20 respect of Excise Duty & Service Tax not acknowledged by the Company and are contested / appealed / replied.

vi) Additional demands raised by the Income Tax Department, 519.04 480.71 which are under rectification & appeal

vii) Additional demands raised by the Sales Tax Department, 791.91 204.63 which are under rectification & appeal

viii) Demand raised by pF authority for alleged lower contribution 27.73 27.73 of pF and is under appeal

ix) Amount demanded by the erstwhile workers of the Company 10.48 9.77 and are pending in labour Court

x) Claims against the Company/ disputed liabilities not 415.86 419.67 acknowledged as debt.

3. Ministry of Corporate Affairs (MCA) has passed an order on 9th October 2013, wherein MCA has not acceded to the request made by the Company for waiver of recovery of excess remuneration paid by the company to its Chairman & Managing Director during the period from 2004-05 to 2008-09, aggregating to Rs.1184.79 lacs. Accordingly the Chairman & Managing Director has refunded the amount determined as excess paid in the past, to the Company.

4. In the opinion of the Board and to the best of their knowledge, value on realisation of assets, other than fixed assets & non-current investments in the ordinary course of the business, would not be less than the amount at which they are stated in the Balance Sheet.

5. Aggregate claim bill of Rs.2568.23 Lacs was fled during the year ended 31st March,2012, with insurance company, out of which Rs.2454.41 lacs is covered on re-instatement basis, towards machines, buildings, cables etc. destroyed during outbreak of fire in factory premises of the Company, situated at Sector 60, NOIDA and balance of Rs.113.82 lacs towards stock of materials, to be recovered from the insurance company. Up to the year end, Company has received interim claim of Rs.445.18 lacs from the Insurance Company.

6: Balances of some of the parties are subject to reconciliation & confirmations.

7 a) Rupees have been rounded off to the nearest thousand.

b) Previous Year figures have been recasted / regrouped/ reclassified, wherever considered necessary.

8. Following disclosures are made, as per Accounting Standard-18 (AS-18), regarding, "Related party

Disclosures", issued by The Institute of Chartered Accountants of India:- (a) list of Related parties:

i) wholly Owned Subsidiaries : Flex America Inc. (Up to 7th January, 2014), Flex Middle East FZE , UFlex Europe ltd., UFlex packaging Inc., UpET Holdings ltd., UTech Developers ltd.,Flex Films (USA) Inc. (Up to 6th December, 2013), Flex p Films (Brasil) Comercio De Films plasticos ltda. and USC Holograms (p) ltd.

ii) Fellow Subsidiaries : Flex Films Europa Sp. Z.o.o, Flex p Films (Egypt) S.A.E., UpET (Singapore) pTE. ltd., Flex Americas S.A. DE C.V., SD Build well pvt.ltd., Flex Films (USA) Inc. (w.e.f 7th December, 2013) and Flex America Inc. (w.e.f 8th January, 2014)

iii) Associate : Flex Foods limited

iv) Joint Venture : Qcell limited (Till 30th September 2013) [Joint Venture of a Wholly Owned Subsidiary]#

v) Key Management Personnel & their relatives/ HUF (also exercising significant influence over the Company) : Mr. Ashok Chaturvedi, Chairman & Managing Director (relative Mrs. Rashmi Chaturvedi), Mr. Ashok Chaturvedi (HUF) and Mr. S.K. Kaushik, Whole-time Director

vi) Enterprises in which the persons referred in (v) along with their relatives exercise significant influence : Flex International (p) ltd., Anshika Investments (p) ltd., Ultimate Flexipack ltd., A.R.Infrastructure & projects (p) ltd., Anant Overseas (p) ltd., Apoorva Extrusion (p) ltd., Anshika Consultants (P) Ltd., A.R. Leasing (P) Limited, Cinfex Infotech (P) Ltd., Ultimate Enterprises (P) Ltd., AR Aerotech (p) ltd., AR Airways (p) ltd., Kaya Kalpa Medical Services (p) ltd.,AC Infrastructures (p) ltd., Club One Airways (p) ltd.,Flex Industries (p) ltd., AC Infratech (p) ltd., RC properties (p) ltd., A to Z Infratech (p) ltd.,Ultimate Infratech (p) ltd., AKC Investments (p) ltd.,Ganadhipati Investments (p) ltd.,Ultimate prepress llp, AKC Retailers ltd., niksar Finvest (p) ltd.,Refex Energy (Rajasthan) (P) Ltd., A-One Infratech (P) Ltd.,Ganadhipati Infraproject (P) Ltd.,Nirman Overseas (P) Ltd.,Holofx Urban Infrastructures (p) ltd.,laurel Real Estates (p) ltd.,Sungrace products (India) (p) ltd.,Virgin Infrastructures (p) ltd.,Vendee Builders (p) ltd., Ultimate Energy ltd., Modern Info Technology (p) ltd., liberal Advisory Services (p) ltd., Saga Realtors (p) ltd., Genius Infratech (p) ltd. and naveli Collections (p) ltd.


Mar 31, 2013

1: GENERAL

A. COMPANY AND ITS BACKGROUND

FLEX INDUSTRIES LIMITED an Indian Public Limited Company was established under the Provisions of Companies Act, 1956 (No 1 of 1956). The name of the Company was changed to UFLEX LIMITED w. e. f. 19th March 2007.

The Company was registered with the ROC, Delhi & Haryana under the Registration number 55-32166 dated 21st June 1988. Old Registration number has been converted into new Corporate Identifi cation number (CIN) L74899DL1988PLC032166.

Registered offi ce of the Company is situated at 305, 3rd Floor, Bhanot Corner, Pamposh Enclave, Greater Kailash-I, New Delhi- 110 048.

The Company has been engaged in the manufacture and sale of fl exible packaging products & offer a complete fl exible packaging solution to its customers across the globe.

2. Disclosures for Assets under Operating Leases

The Company has given an aircraft on operating lease (Refer Note No.13 "Fixed Assets"). The Company has also taken certain vehicles on operating Lease.

The additional disclosures required in terms of Accounting Standard (AS)-19- on "Leases" are as under:

3. The Ministry of Corporate Affairs has advised that the company has paid excess remuneration to Chairman & Managing Director for the period from 2004-05 to 2008-09. The amount of such excess remuneration works out to be Rs.1184.79 lacs, which in the opinion of the company do not amount to excess remuneration. Accordingly the company had moved an application for the waiver of the same, as per the option given by the Ministry, which is still pending with the Ministry.

4. In the opinion of the Board and to the best of their knowledge, value on realisation of assets, other than fi xed assets & non-current investments in the ordinary course of the business, would not be less than the amount at which they are stated in the Balance Sheet.

5. Defined Benefit Plan

a) Gratuity

The employees'' Group Gratuity Scheme is managed by ICICI Prudential Life Insurance Company Limited. The present value of obligation is determined based on actuarial valuation using the Projected Unit credit Method, which recognizes each period of service as giving rise to additional unit of employee benefi t entitlement and measures each unit separately to build up the fi nal obligation. The additional disclosure in terms of Accounting Standard-15, "Employee Benefi ts" is as under:

6. Aggregate claim bill of Rs.2893.38 lacs, was fi led during the year ended 31st March,2012, with insurance company, out of which Rs.2541.54 lacs is covered on re-instatement basis, towards machines, buildings, cables etc. destroyed during outbreak of fi res in factory premises of the Company, situated at Jammu & Sector 60, NOIDA and balance of Rs.351.84 lacs towards stock of materials, to be recovered from the insurance company. During the year the Company has received interim claim of Rs.445.18 lacs from the Insurance Company and has placed the orders on the supplier for acquisition of machine.

7. Balances of some of the parties are subject to reconciliation & confi rmations

8. a) Rupees have been rounded off to the nearest thousand.

b) Previous Year fi gures have been recasted / regrouped/ reclassifi ed, wherever considered necessary.

9. Following disclosures are made, as per Accounting Standard-18 (AS-18), regarding, "Related Party Disclosures", issued by The Institute of Chartered Accountants of India:- (a) List of Related Parties:

i) Wholly Owned Subsidiaries : Flex America Inc., Flex Middle East FZE , Ufl ex Europe Ltd., UFlex Packaging Inc., Upet Holdings Ltd., UTech Developers Ltd.,Flex Films (USA) Inc. and Flex P Films (Brasil) Comercio De Films Plasticos Ltda. ii) Fellow Subsidiaries : Flex Films Europa Sp z o.o.,Flex P Films (Egypt) S.A.E., UPET (Singapore) Pte.

Ltd., Flex Americas S.A. de C.V., SD Buildwell Pvt.Ltd. and TFlex Americas LLC (upto 30.03.2013). iii) Associate : Flex Foods Limited iv) Joint Venture : Qcell Limited

v) Key Management Personnel & their relatives (also exercising signifi cant infl uence over the Company) : Mr. Ashok Chaturvedi, Chairman & Managing Director (relative Mrs. Rashmi Chaturvedi) and Mr. S.K. Kaushik, Whole-time Director

vi) Enterprises in which the persons referred in (v) along with their relatives exercise signifi cant infl uence : Flex International (P) Ltd., Anshika Investments (P) Ltd., Ultimate Flexipack Ltd., A.R.Infrastructure & Projects (P) Ltd., Anant Overseas (P) Ltd., Apoorva Extrusion (P) Ltd., Anshikha Consultants (P) Ltd., A.R.Leasing (P) Limited, Cinfl ex Infotech (P) Ltd., Ultimate Enterprises (P) Ltd., AR Aerotech (P) Ltd., AR Airways (P) Ltd., Kaya Kalpa Medical Services (P) Ltd.,AC Infrastructures (P) Ltd., Club One Airways (P) Ltd.,Flex Industries (P) Ltd., AC Infratech (P) Ltd., RC Properties (P) Ltd., A to Z Infratech (P) Ltd.,Ultimate Infratech (P) Ltd., AKC Investments (P) Ltd.,Ganadhipati Investments (P) Ltd.,Ultimate Prepress LLP, AKC Retailers Ltd., Niksar Finvest (P) Ltd.,Refex Energy (Rajasthan) (P) Ltd., A-One Infratech (P) Ltd.,Ganadhipati Infraproject (P) Ltd.,Nirman Overseas (P) Ltd.,Holofi x Urban Infrastructures (P) Ltd.,Laurel Real Estates (P) Ltd.,Sungrace Products (India) (P) Ltd.,Virgin Infrastructures (P) Ltd.,Vendee Builders (P) Ltd., Ultimate Energy Ltd., Modern Info Technology (P) Ltd., Liberal Advisory Services (P) Ltd. and Saga Realtors (P) Ltd.,


Mar 31, 2012

1 SHARE CAPITAL

A. AUTHORISED

The Company's Authorised Capital is of Rs. 34000.00 Lacs (Previous Year Same) distributed into 1,90,00,000 (Previous Year Same) Preference Shares of Rs. 100/- each and 15,00,00,000 (Previous Year Same) Equity Shares of Rs. 10/- Each.

B. ISSUED, SUBSCRIBED & PAID-UP

The issued, subscribed & Fully Paid up capital of the Company as at 31st March 2011 is of Rs. 7218.08 Lacs.

During the year, the Company has allotted 30,711 Fully paid up Equity Shares of Rs. 10/- Each on 09/06/2011 upon conversion of the Foreign Currency convertible Bonds (FCCB's) on request of the Foreign Currency convertible Bonds (FCCB's) Holder.

Accordingly the issued, subscribed and fully paid up capital of the Company is Rs. 7221.15 Lacs, represented by the 7,22,11,486 Equity Shares of Rs. 10/- Each as at 31st March 2012. The reconciliation of the Equity Share Capital of the Company is given as under:

Further, the issued, subscribed and paid up capital of the Company includes 54,65,840 (Previous Year Same) Equity Shares lying with Depository, representing 27,32,920 (Previous Year Same ) Global Depository Receipts (GDRs), issued through an international offering in US Dollars, outstanding as at Balance Sheet date.

Also the company has an outstanding 1,00,00,000 warrants carrying conversion price of Rs. 300/- each as on the Balance Sheet date. These warrants give holders the right to convert warrants into equal number of equity shares of the company at any time within 18 Months from the date of allotment i.e. 25th November 2010. However, the warrant holders did not exercise their rights for conversion of warrants into equity shares upto the due date.

C. Restriction on Voting Rights

Holders of GDRs have no voting rights in respect of underlying shares represented by the GDRs. However Depository can exercise the power to vote in respect of shares represented by the GDRs as directed by the Board, in terms of the conditions contained in offering circular. Registered holders of Shares, withdrawn from the deposit facility will be entitled to Vote and exercise other direct shareholder rights.

However the holders of the GDRs are entitled to portion of the annual dividend, if any declared, on the shares represented by the outstanding GDRs.

In terms of the Resolution passed through Postal Ballot declared on 19th November 2010 the Company had allotted 135 Lacs Warrants at a price of Rs.300/- per warrant (inclusive of premium of Rs.290/- per warrant), which gives holders the right to convert warrant into equal number of equity shares of the company at any time within 18 Months from the date of allotment viz 25th November 2010.

2. LONG TERM BORROWINGS

a) The company had issued 4%, 850 FCCBs of the face value of US $ 100,000 each, aggregating to US $ 85 millions redeemable on March 9, 2012 at 121.89% of the outstanding principal amount. These bonds were convertible into equity shares of the company, at the option of the bondholders, at any time at an exchange rate of Rs. 44.44/$ and share price of Rs. 144.70 but with conversion price reset on each anniversary of the FCCB issue on 8th of March. The conversion price is adjustable downwards only but not below Rs. 144.70 as determined under rules of SEBI. Up to the year end, Bonds aggregating to US$ 28.70 million were converted into 79,42,197 equity shares, Bonds aggregating to US$ 47.00 million were bought back by the Company and Bonds aggregating to US$ 9.30 million were redeemed on due date for payment i.e. 9th March, 2012.

Previous Year figures have been given in brackets.

* These are secured a) on pari passu basis by way of hypothecation of specific movable properties of the Company (save and except book debts), both present & future, subject to prior charges created and / or to be created in favour of Company's bankers for working capital facilities, b) by first pari passu equitable mortgage of specific immovable properties of the Company situated at Malanpur (M.P.), Jammu (J & K) and NOIDA (U.P.) and c) by guarantee of Chairman & Managing Director of the Company.

** This is secured by way of first charge on the aircraft and is guaranteed by Chairman & Managing Director of the Company.

@ This is secured a) on pari passu basis by way of second hypothecation of specific movable properties of the Company (save and except book debts), both present & future, subject to prior charges created and / or to be created in favour of Company's Bankers for working capital facilities, b) by second pari passu equitable mortgage of specific immovable properties of the Company situated at Malanpur (M.P.), Jammu (J & K) and NOIDA (U.P.) and c) is guaranteed by Chairman & Managing Director of the Company.

3. DEFERRED TAX LIABILITY (NET)

In accordance with the Accounting Standard-22 (AS-22), regarding 'Accounting for Taxes on Income', issued by The Institute of Chartered Accountants of India, the Cumulative Tax effects of significant timing differences, that resulted in Deferred Tax Asset & Liabilities and description of item thereof that creates these differences are as follows :

4. SHORT TERM BORROWINGS

1. Working capital facilities from banks are secured a) on pari passu, by way of hypothecation of stock of raw materials, semi-finished goods, finished goods and book debts of the Company, both present and future, b) by way of second pari passu charge on specific fixed assets of the Company, situated at Malanpur (M.P.), Jammu (J & K) and NOIDA (U.P.), and c) by guarantee of Chairman & Managing Director of the Company.

2. * Guaranteed by Chairman & Managing Director of the Company.

5. TRADE PAYABLES

* The details of amounts outstanding to Micro,Small and Medium Enterprises under the Micro,Small and Medium Enterprises Development Act,2006 (MSMED Act),based on the available information with the Company are as under :

1 Leasehold Land includes Rs.320.00 lacs (Previous Year Rs.320.00 lacs) pending execution of title deed.

2 Building includes Rs. 5.30 lacs (Previous Year Rs.5.30 lacs) acquired on ownership basis & Rs.19.85 lacs (Previous Year Rs. 19.85 lacs) pending execution of title deed.

3 Gross Block & Capital Work in Progress includes Pre-operative expenses, basis of which is certified by the Management.

4 Capital Work in Progress includes Rs 67.02 lacs (Previous year Rs. 238.56 lacs) in respect of Machinery in Transit.

5 Plant & Machinery includes Rs.2397.72 lacs in respect of Machineries, destroyed during out break of fires, on which depreciation has been ceased to be charged, from the date of fire (Refer Note No. 37 for details).

6 Depreciation for the year includes Rs 0.52 lacs (Previous year Rs. 0.56 lacs) charged to Pre-operative expenses.

7 Gross Block includes Rs. 5.08 lacs (Previous Year Same) added on revaluation of followings:

a. Rs. 2.27 Lacs for Building revalued as at 31st December 1987.

b. Rs. 2.81 lacs for Land revalued as at 31st December 1987.

Aggregate Market Value of Quoted Investment is Rs.4118.00 lacs (Previous Year Rs.4768.79 lacs). In the opinion of the Management, decline in the market value of the Investments is temporary.

* Pledged with Banks as margin for Letters of Credits, Guarantees and Bills Discounted.

6. Disclosures for Assets under Operating Leases

The Company has given an aircraft on operating lease (Refer Note No.12 "Fixed Assets"). The Company has also taken certain vehicles on operating Lease.

7. The Ministry of Corporate Affairs has advised that the company has paid excess remuneration to Chairman & Managing Director for the period from 2004-05 to 2008-09. The amount of such excess remuneration works out to be Rs.1184.79 lacs, which in the opinion of the company do not amount to excess remuneration. Accordingly the company had moved an application for the waiver of the same, as per the option given by the Ministry, which is still pending with the Ministry.

35. In the opinion of the Board and to the best of their knowledge, value on realisation of assets, other than fixed assets & non-current investments in the ordinary course of the business, would not be less than the amount at which they are stated in the Balance Sheet.

8. Gratuity

The Employees' Group Gratuity Scheme is managed by ICICI Prudential Life Insurance Company Limited. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The additional disclosure in terms of Accounting Standard-15,

9. Aggregate claim biil of Rs.2893.38 lacs, has been filed during the year,with insurance company, out of which Rs.2541.54 lacs is covered on re-instatement basis, towards machines, buildings, cables etc. destroyed during outbreak of fires in factory premises of the Company, situated at Jammu & Sector 60, NOIDA and balance of Rs.351.84 lacs towards stock of materials, which will be recovered from the insurance company.

10. During the year the Company has made payment of BLR $ 800000 equivalent to Rs. 215.72 lacs to Flex P Films (Brasil) LTDA, towards subscription of Equity Shares. On Allotment of Equity Shares, Flex P Films (Brasil) LTDA will become a subsidiary of Uflex Limited.

11. Balances of some of the parties are subject to reconciliation & confirmations.

12. a) Rupees have been rounded off to the nearest thousand. b) Previous Year figures have been recasted / regrouped/ reclassified, wherever considered necessary.

13. SEGMENT DISCLOSURE :

Consequent upon the strategic business re-structuring considering business synergies, risks & returns and assets of the Company, there is only one reportable segment. Accordingly, segment wise reporting is not applicable. However geographical distribution of revenue is as under :

* Includes Scrap Sales shown under the head "Other Operating Revenue" - Note No.- 21B.

14. Following disclosures are made, as per Accounting Standard-18 (AS-18), regarding, "Related Party Disclosures", issued by The Institute of Chartered Accountants of India:- (a) List of Related Parties:

i) Wholly Owned Subsidiaries : Flex America Inc., Flex Middle East FZE, Uflex Europe Ltd., Uflex Packaging Inc., Upet Holding Ltd., U Tech Developers Ltd. and Flex Films (USA) Inc.

ii) Fellow Subsidiaries : Flex Films Europa Sp. z.o.o.,Flex P Films (Egypt) S.A.E., UPET (Singapore) PTE. Ltd., Flex Americas S.A. DE C.V., SD Buildwell Pvt.Ltd. and Tflex Americas LLC

iii) Associate : Flex Foods Limited

iv) Joint Venture : Qcell Limited

v) Key Management Personnel & their relatives (also exercising signifi cant influence over the Company) : Mr. Ashok Chaturvedi, Chairman & Managing Director (relative Mrs. Rashmi Chaturvedi) and Mr. S.K. Kaushik, Wholetime Director

vi) Enterprises in which the persons referred in (v) along with their relatives exercise significant influence : Flex International (P) Ltd., Anshika Investments (P) Ltd., Ultimate Flexipack Ltd., A.R.Infrastructures & Projects Pvt.Ltd., Anant Overseas (P) Ltd., Apoorva Extrusion (P) Ltd., Anshika Consultants (P) Ltd., A.R.Leasing (P) Limited, Cinflex Infotech (P) Ltd., Ultimate Enterprises (P) Ltd., AR Aerotech (P) Ltd., AR Airways (P) Ltd., Kaya Kalpa Medical Services (P) Ltd.,AC Infrastructures (P) Ltd., Club One Airways (P) Ltd.,Flex Industries (P) Ltd., AC Infratech (P) Ltd., RC Properties (P) Ltd., A to Z Infratech (P) Ltd. and Ultimate Infratech (P) Ltd.

Previous Year figures have been given in Italic.

AKC Developers Ltd., fellow subsidiary & Ultra Urban Infratech Ltd.an associate company are not reported above, since the Company has transferred the Management & ownership control under the agreement dated 21st May'2010 with an understanding to transfer the entire Share Holding on payment of the amount due under the agreement.

As per section 215(1) of the Companies Act, 1956 every Balance Sheet and Profit and Loss Account of a Company shall be signed on behalf of the Board of Directors by not less than two Directors of the Company one of whom shall be a Managing Director where there is one.

However the attached Balance sheet, Statement of Profit and Loss along with Notes and Cash Flow Statement of UFLEX Limited has not been signed by the Managing Director as he was not present within the territory of India at the time of the Board Meeting in which such accounts were approved.

He had gone out of territory of India to attend some urgent business meetings with customers which were unavoidable and therefore has not signed the attached Balance Sheet, Statement of Profit and Loss along with Notes and Cash Flow Statement of the Company.

As advised to the Company, when the Managing Director is not present in India at the time of signing the Balance Sheet & Statement of Profit & Loss, any other Director of the Company automatically get the right by the virtue of sub-section 1(ii) and sub-section 2 of section 215 of the Companies Act, 1956 to sign the Balance Sheet and Statement of Profit & Loss explaining the reason for the absence of Managing Director. Hence we are attaching this statement pursuant to section 215 (2) of the Companies Act, 1956 and due to this reason and as authorised by the Board of Directors, we have signed the attached Balance Sheet, Statement of Profit and Loss along with Notes and Cash Flow Statement of the Company.


Mar 31, 2011

(Rs.in lacs) As At As At 31.03.2011 31.03.2010

1. Contingent liabilities not provided for in respect of :

i) Guarantees issued by Banks 753.32 201.41

ii) Corporate Gurantee issued for facilities taken by subsidiary / step 97286.00 88565.00 down subsidiaries from Banks

iii) Import duty obligations on outstanding export commitment under 4775.86 2032.33 Advance Licence / EPCG Schemes

iv) Letters of Credit (Unexpired) issued by Banks (Net of Margin) 2524.17 2060.54

v) Show cause notice / demands of Excise Authorities not 5183.56 5426.02 acknowledged by the Company and are contested / appealed / replied.

vi) Additional demands raised by the Income Tax Department, which are 295.04 38.82

under rectification & appeal

vii) Additional demands raised by the Sales Tax Department, which are 324.93 538.59 under rectification & appeal

viii) Demand raised by PF authority for alleged lower contribution of PF 20.72 20.72

and are under appeal ix) Amount demanded by the erstwhile workers of the Company and are 12.20 45.02 pending in labour Court

x) Premium on Redemption on maturity of outstanding Foreign Currency 914.84 2141.42

Convertible Bonds* * The holders of FCCBs are expected to opt for the conversion rather than redemption and in that case no premium would be payable by the Company. On this basis the amount of premium has not been provided and is shown as contingent liability. However the premium, if liable to be paid would be adjusted against the available Securities Premium Account/ charged to Profit and Loss account at the time of redemption.

3. Disclosures for Assets under Operating Leases

The Company has given an asset on operating lease grouped under the category of Vehicles in the "Fixed Assets" - Schedule No. "7". The Company has also taken certain vehicles on operating Lease.

7. In the opinion of the Board and to the best of their knowledge, the value on realisation of Current Assets, Loans and Advances in the ordinary course of the business would not be less than the amount at which they are stated in the Balance Sheet.

8. Steps have been taken for identifying suppliers & seeking relevant information in order to make necessary disclosures, as required under Micro,Small & Medium Enterprises Development Act,2006.

12. Balances of some of the parties are subject to reconciliation & confirmations.

13. a) Rupees have been rounded off to the nearest thousand.

b) Previous Year figures have been recasted / regrouped, wherever considered necessary.

14. The name of the Company stands changed from Flex Industries Limited to UFLEX LIMITED w.e.f. 19th March 2007.

17. Following disclosures are made, as per Accounting Standard-18 (AS-18), regarding, "Related Party Disclosures", issued by The Institute of Chartered Accountants of India:- (a) List of Related Parties:

i) Wholly Owned Subsidiaries : Flex America Inc., Flex Middle East FZE , Uflex Europe Ltd., Uflex Packaging Inc. Upet Holding Ltd. and UTech Developers Ltd.

ii) Fellow Subsidiaries : Flex Films Europa Sp Z o.o.,Flex P Films (Egypt) S.A.E., UPET (Singapore) PTE. Ltd., Flex Americas S.A. DE C.V., SD Buildwell Pvt.Ltd. and Tflex Americas LLC

iii) Associate : Flex Foods Limited

iv) Joint Venture : Qcell Limited

v) Key Management Personnel & their relatives (also exercising signifi cant influence over the Company) : Mr. Ashok Chaturvedi, Chairman & Managing Director (relative Mrs. Rashmi Chaturvedi) and Mr. S.K. Kaushik, Whole-time Director

vi) Enterprises in which the persons referred in (v) along with their relatives exercise significant influence : Flex International (P) Ltd., Anshika Investments (P) Ltd., Ultimate Flexipack Ltd., A.R.Infrastructure & Projects Pvt.Ltd., Anant Overseas (P) Ltd., Apoorva Extrusion (P) Ltd., Anshika Consultants (P) Ltd., A.R.Leasing (P) Limited, Cinflex Infotech (P) Ltd., Ultimate Enterprises (P) Ltd., AR Aerotech (P) Ltd., AR Airways (P) Ltd., Kaya Kalpa Medical Services (P) Ltd.,AC Infrastructures (P) Ltd., Club One Airways (P) Ltd.,Flex Industries (P) Ltd., AC Infratech (P) Ltd., RC Properties (P) Ltd., A to Z Infratech (P) Ltd. and Ultimate Infratech (P) Ltd.


Mar 31, 2010

(Rs.in lacs)

As At As At 31.03.2010 31.03.2009

1. Contingent liabilities not provided for in respect of :

i) Guarantees issued by Banks 201.41 605.97

ii) Corporate Gurantee issued for facilities taken by subsidiary / step down subsidiaries from Banks 88565.00 26215.80

iii) Import duty obligations on outstanding export commitment under Advance Licence / EPCG Schemes 2032.33 13632.96

iv) Letters of Credit (Unexpired) issued by Banks (Net of Margin) 2060.54 2042.45

v) Show cause notice / demands of Excise Authorities not acknowledged by the Company and are contested/ appealed/replied. 5426.02 4770.47

vi) Additional demands raised by the Income Tax Department, which are under rectification & appeal 38.82 155.02

vii) Additional demands raised by the Sales Tax Department, which are under rectification & appeal 538.59 413.28

viii) Demand raised by PF Authority for alleged lower contribution of PF authority and are under appeal 20.72 20.72

ix) Amount demanded by the erstwhile workers of the Company and are pending in labour Court 45.02 62.31

x) Premium on Redemption on maturity of outstanding Foreign Currency Convertible Bonds* 2141.42 2398.64

* The holders of FCCBs are expected to opt for the conversion rather than redemption and in that case no premium would be payable by the Company. On this basis the amount of premium has not been provided and is shown as contingent liability. However the premium, if liable to be paid would be adjusted against the available Securities Premium Account/ charged to Profit and Loss account at the time of redemption.

2 In the opinion of the Board and to the best of their knowledge, the value on realisation of Current Assets, Loans and Advances in the ordinary course of the business would not be less than the amount at which they are stated in the Balance Sheet.

3 Necessary disclosures required under Micro, Small & Medium Enterprises Development Act, 2006, can only be considered once the relevant information to identify the suppliers who are covered under the said Act are received from such parties.

4 Gratuity

The Employees’ Group Gratuity Scheme is managed by ICICI Prudential Life Insurance Company Limited. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes

5 Balances of some of the parties are subject to reconciliation & confirmations.

6 a) Rupees have been rounded off to the nearest thousand.

b) Previous Year figures have been recasted / regrouped, wherever considered necessary.

7 The name of the Company stands changed from Flex Industries Limited to UFLEX LIMITED w.e.f. from 19th March 2007.

8 Following disclosures are made, as per Accounting Standard-18 (AS-18), regarding, "Related Party Disclosures", issued by The Institute of Chartered Accountants of India:- (a) List of Related Parties:

i) Wholly Owned Subsidiaries : Flex America Inc., Flex Middle East FZE Uflex Europe Ltd., Uflex Packaging Inc.,Upet Holding Ltd. and UTech Developers Ltd. ii) Fellow Subsidiaries : UPET (Singapore) PTE. Ltd., Flex Americas S.A. de C.V., Flex P Films (Egypt), UTech Retailers Ltd.(Upto 19.03.2010), AKC Developers Ltd., SD Buildwell Pvt.Ltd. and Ultra Urban Infratech Ltd. (Upto 10.03.2010).

iii) Associates : Flex Foods Limited and Ultra Urban Infratech Limited iv) Joint Venture : QCell Limited v) Key Management Personnel & their relatives (also exercising significant influence over the Company) : Mr. Ashok Chaturvedi, Chairman & Managing Director (relative Mrs. Rashmi Chaturvedi) and Mr. S.K. Kaushik, Whole-time Director

vi) Enterprises in which the persons referred in (v) along with their relatives exercise significant influence : Flex International (P) Ltd., Anshika Investments (P) Ltd., Ultimate Flexipack Ltd., A.R.Infrastructure & Projects Pvt.Ltd., Anant Overseas (P) Ltd., Apoorva Extrusion (P) Ltd., Anshikha Consultants (P) Ltd., A.R.Leasing (P) Limited, Cinflex Infotech (P) Ltd., Ultimate Enterprises (P) Ltd., AR Aerotech (P) Ltd., AR Airways (P) Ltd., Kaya Kalpa Medical Services (P) Ltd.,AC Infrastructures (P) Ltd., Club One Airways (P) Ltd.,Flex Industries (P) Ltd., AC Infratech (P) Ltd., RC Properties (P) Ltd., A to Z Infratech (P) Ltd. and Ultimate Infratech (P) Ltd.