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Directors Report of Flex Foods Ltd.

Mar 31, 2018

To the Members,

The Directors have pleasure in presenting this Twenty Eighth Annual Report together with Audited Accounts of the Company for the financial year ended 31^st March, 2018.

FINANCIAL RESULTS :

The summarized financial results for the year ended 31^st March, 2018 and for the previous year ended 31^st March, 2017 are as follows:

[Rs. in Lacs]

	Year Ended 31.03.2018	Year Ended 31.03.2017
Revenue from Operations	9106.73	8514.68
Other Income	245.59	186.93
Total Revenue	9352.32	8701.61
Profit before Finance Cost, Depreciation & Tax	1932.62	2091.30
Finance Cost	363.42	482.88
Depreciation	500.16	486.27
Profit before Tax	1069.04	1122.15
Less : Tax Expenses	388.26	337.61
Profit for the year	680.78	784.54

During the year under review, your Company achieved total revenue and net profit of Rs 9352.32 Lacs and Rs 680.78 Lacs respectively as against total revenue and Net Profit of Rs. 8701.61 Lacs and Rs 784.54 Lacs respectively during the previous financial year ended 31^st March, 2017.

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

TRANSFER OF UNCLAIMED DIVIDEND

An amount of Rs 1157892/- (Rupees Eleven Lacs Fifty Seven Thousand Eight Hundred Ninety Two only) was transferred to Investor Education and protection Fund (IEpF) during the year under review.

TRANSFER OF UNCLAIMED SHARES TO AUTHORITY

As per the provision of Section 124(6) of the Companies Act, 2013 read with Investor Education and protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, the Company has transferred 3,53,985 (Three Lacs Fifty Three Thousand Nine Hundred Eighty Five) Equity Shares on which Dividend was not paid for more than seven years to Investor Education and protection Fund (IEpF) during the year under review.

DIVIDEND

Keeping in view, the fund requirements for expansions of the Company, the Board of the Directors of the Company has not recommended Dividend for the financial year under review.

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 31^st March, 2018 was Rs.12.45 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 31^st March, 2018 none of the Directors of the Company except the following held shares or convertible instruments of the Company:

Mr. Ashok Chaturvedi - 7610 Equity shares

FIXED DEPOSITS

The Company neither had any fixed deposits outstanding as at 31^st March 2018 nor any fresh/renewal of deposits were accepted during the financial year 2017-18. There were no unclaimed deposits as at March 31, 2018.

DIRECTORS

During the year Mr. A. Raghavendra Rao (DIN 05116052) was appointed as Additional Director and Whole-time Director of the Company on 14.08.2017 and Mr. Rajendra Kumar Mishra (DIN 07905342) appointed as an Additional Director on the Board w.e.f. 16.08.2017. They will hold office upto the date of ensuing Annual General Meeting and being eligible offer themselves for their appointment as Directors of the Company. Your Directors welcome Mr. A. Raghavendra Rao and Mr. Rajendra Kumar Mishra on the Board of the Company

During the year under review Mr. S. K. Kaushik, Mr. T. N. pandey, Mr. G. N. Gupta, Mr. M.G. Gupta and Mr. R. K. Jain resigned from the Board of Directors due to their personal reason w.e.f. 30.06.2017, 14.08.2017, 16.08.2017, 21.09.2017 and 13.11.2017 respectively. The Board of Directors placed on record their appreciations for the valuable contribution made during their tenure as Directors of the Company.

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

The tenure of Mr. P.N. Sharma (DIN 00023625) as an Independent Director of the Company is expiring on 25^th May, 2019 and being eligible be reappointed as an Independent Director of the Company from 26^th May, 2019 for second term of three years till 25^th May, 2022.

The brief Resume and other details as required under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 and SS-2 issued by ICSI are provided in the Notice of Annual General Meeting of the Company.

All the 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 Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of Familiarization programme to Independent Directors of the Company are put up on the website of the Company at the link https://www.flexfoodsltd. com/pdf/Familiarization-program-for-Independent-Directors/Familiarization-program-for-Independent-Directors-2017-20118.pdf

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

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

DIRECTORSâ 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 31^st March, 2018, 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 judgments 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 31^st March, 2018 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 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

There is no change in Statutory Auditors as M/s. MJMJ & Associates LLp, Chartered Accountants (Firm Registration No. 027706N/N400013), will continue as Statutory Auditor of the Company as appointed for a term of five years in last Annual General Meeting i.e. from the conclusion of 27^th Annual General Meeting till the conclusion of 32^nd Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013.

The Report given by M/s. MJMJ & Associates LLp, Chartered Accountants (Firm Registration No. 027706N/N400013)), Statutory Auditors on the financial statement of the Company for the year 2017-18 is part of the Annual Report. There is no qualification, reservation or adverse remark or disclaimer in their Report.

The Report of the Auditors on the financial statements including relevant notes on the accounts for the Financial Year ended 31^st March, 2018 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. Vijay Sehgal & Co., Chartered Accountants, New Delhi (Firm Registration No.000374N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2018-2019.

Secretarial Auditors

The Board has 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 for the financial year 2018-2019. The Report of the Secretarial Auditor is annexed to the Report as per Annexure âAâ.

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. p.N. Sharma, Chairman, Mr. Rajendra Kumar Mishra, Member and Mr. A. Raghavendra Rao, Member. During the year Mr. M.G. Gupta, Mr. R.K. Jain and Mr. S. K. Kaushik have resigned from the Board and accordingly ceased as members of the Corporate Social Responsibility Committee 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.flexfoodsltd.com/pdf/ CSRpolicy.pdf.

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

The Company had to do CSR Activity for an amount of Rs.26.42 lacs based on the average profits of the three proceeding financial years. However, the Company spent Rs.20.00 lacs upto 31^st March, 2018. The balance amount of Rs.6.42 lacs could not be spent as the company was not able to identify meaningful CSR activities.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations 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 âCâ & âDâ respectively.

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 âEâ.

(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 Mr. p.N. Sharma as the Chairman, Mr. Rajendra Kumar Mishra and Mrs. Anupam Ahuja 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 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. flexfoodsltd.com. at the weblink http://www.flexfoodsltd. com/b2c-policy-on-related-party-transactions.php

(v) Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments 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 is 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.flexfoodsltd.com at weblink http://www.flexfoodsltd.com/pdf/whistleblowerpolicy. pdf

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 and under Securities & Exchange 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 2017-2018 and hence no complaint is outstanding as on 31.03.2018 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. 31^st March, 2018 and the date of this report affecting financial position of the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

RISK MANAGEMENT

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.

However no risk has been identified which in the opinion of the Board may threaten the existence of the Company.

POLICY ON REMUNERATION

The company has Nomination and Remuneration policy for Directors, Key Management personnel and Senior Management personnel. The said policy is available at www. flexfoodsltd.com

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES :

The company does not have any subsidiary or Joint Venture. However, the company is associate company of Uflex Limited.

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 âFâ.

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 âAnnexure âGâ.

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 gratitude and thanks to all the Institutions & Banks, Government Authorities 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

Dated: 26^th May, 2018 (DIN 00023452)

Mar 31, 2017

The Directors have pleasure in presenting this Twenty Seventh Annual Report together with Audited Accounts of the Company for the financial year ended 31^st March, 2017.

FINANCIAL RESULTS :

The summarized financial results for the year ended 31^st March, 2017 and for the previous year ended 31^st March, 2016 are as follows:

[Rs. in Lacs]

	Year Ended 31.03.2017	Year Ended 31.03.2016
Revenue from Operations	8517.25	8268.62
Other Income	186.93	242.30
Total Revenue	8704.18	8510.92
Profit before Finance Cost, Depreciation & Tax	2091.30	2087.13
Finance Cost	482.88	365.57
Depreciation	486.27	431.03
Profit before Tax	1122.15	1290.53
Less : Tax Expenses	337.61	474.02
Profit for the year	784.54	816.51

During the year under review, your Company achieved total revenue and net profit of Rs 8704.18 Lacs and Rs 784.54 Lacs respectively as against total revenue and Net Profit of Rs. 8510.92 Lacs and Rs 816.51 Lacs respectively during the previous financial year ended 31⁵¹ March, 2016.

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

TRANSFER OF UNCLAIMED DIVIDEND :

An amount of Rs 1149518/- (Rupees Eleven Lacs Forty Nine Thousand Five Hundred Eighteen 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. 2.50 (25%) per share for the financial year ended March 31, 2017 after considering business exigencies.

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 05.08.2017 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 31^st March, 2017 was Rs.12.45 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 31^st March, 2017 none of the Directors of the Company except the following held shares or convertible instruments of the Company:

Mr. Ashok Chaturvedi - 7610 Equity shares

FIXED DEPOSITS

The Company neither had any fixed deposits outstanding as at 31^st March 2017 nor any fresh/renewal of deposits were accepted during the financial year 2016-17. There were no unclaimed deposits as at March 31, 2017.

DIRECTORS

During the year under review Mrs. Shefali Dubey resigned from the Board of Directors due to her personal reason w.e.f. 21.02.2017. The Board of Directors placed on record their appreciations for the contribution made by Mrs. Shefali Dubey during her tenure as Director of the Company.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. R.K. Jain (DIN:00024692) of the Company retire by rotation and being eligible, offers himself for reappointment. The brief Resume and other details as required under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 are provided in the Notice of Annual General Meeting of the Company.

The details of Familiarization Programme to Independent Directors of the Company are put up on the website of the Company at the link http://www.fiexfoodsltd.com/pdf/ FAMILIRISATION%20PROGRAM%20FORIDs.pdf

RELATIONSHIP BETWEEN DIRECTORS INTER-SE

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

DIRECTORSâ RESPONSIBILITY STATEMENT

a. that in the preparation of the Annual Financial Statements for the year ended 31^st March, 2017, 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 judgments 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 31^st March, 2017 and of the Profit of the Company for the year ended on that date;

d. that the annual financial statements 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.

STATUTORY AUDIT & AUDITORS

As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. Jain Singhal & Associates LLP, Chartered Accountants (Firm Registration No. 005639N/N500066), New Delhi as the Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company.

The Board of Directors of the Company at their meeting held on 29^th May, 2017, on the recommendation of the Audit Committee, have made its recommendation for appointment of MJMJ & Associates LLP, Chartered Accountants as the Statutory Auditors of the Company by the Members at the 27^th Annual General Meeting of the Company for an initial term of five years. Accordingly, a resolution, proposing appointment of MJMJ & Associates LLP, Chartered Accountants (Firm Registration No. 027706N/C400013), as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 27^thAnnual General Meeting till the conclusion of 32^nd Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice of the 27^th Annual General Meeting of the Company. The Company has received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed there under.

The Report given by M/s Jain Singhal & Associates LLP, Chartered Accountants (Firm Registration No. 005839N/ N500066), Statutory Auditors on the financial statement of the Company for the year 2016-17 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

During the year under review, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) of the Act. M/s. Jain Singhal & Associates LLP, over many years have successfully met the challenge that the size and scale of the Company''s operations pose for auditors and have maintained the highest level of governance, ethical standards, rigour and quality in their audit. The Board place on record its appreciation for the services rendered by M/s. Jain Singhal & Associates LLP, as the Statutory Auditors of the Company.

The Report of the Auditors on the financial statements including relevant notes on the accounts for the Financial Year ended 31^st March, 2017 are self-explanatory and therefore do not call for any further comments.

Internal Auditors

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 âAâ.

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. R. K. Jain, Member and Mr. S.K. Kaushik, 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.fiexfoodsltd.com/pdf/CSRPolicy.pdf.

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

CORPORATE GOVERNANCE

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

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 âEâ.

(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 appended hereto.

(iii) Composition of Audit Committee

The Board has constituted a Audit Committee, which comprises of Mr. T.N. Pandey as the Chairman, Mr. M.G. Gupta, M. G.N. Gupta, Mrs. Anupam Ahuja, Mr. P.N. Sharma and Mr. R.K. Jain 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 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. fiexfoodsltd.com. at the weblink http://www.flexfoodsltd. com/b2c-policy-on-related-party-transactions.php

(v) Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments 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

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. fiexfoodsltd.com at weblink http://www.fiexfoodsltd.com/pdf/ whistleblowerpolicy.pdf

BOARD EVALUATION :

Pursuant to the Provisions of the Companies Act, 2013 and under Securities & Exchange 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 2016-2017 and hence no complaint is outstanding as on 31.03.2017 for redressal.

There has been no material change and commitments occurred, between the end of the financial year of the Company i.e. 31^st March, 2017 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.

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.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES :

The company does not have any subsidiary or Joint Venture. However, the company is associate company of Ufiex Limited.

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 âFâ.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

PERSONNEL

ACKNOWLEDGEMENT

For & On behalf of the Board

Ashok Chaturvedi

Place : NOIDA Chairman

Dated : 29^th.May, 2017 (DIN 00023452)

Mar 31, 2016

To the Members,

The Directors have pleasure in presenting this Twenty Sixth Annual Report together with Audited Accounts of the Company for the Financial Year ended 31^st March, 2016.

FINANCIAL RESULTS :

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

[Rs. in Lacs]

	Year Ended 31.03.2016	Year Ended 31.03.2015
Revenue from Operations	8286.42	7245.20
Other Income	242.30	245.88
Total Revenue	8528.72	7491.08
Profit before Finance Cost, Depreciation & Tax	2075.02	2116.28
Finance Cost	365.57	286.28
Depreciation	431.03	389.15
Profit before Tax	1278.42	1440.85
Less : Tax Expenses	469.82	499.51
Profit for the year	808.60	941.34

During the year under review, your Company achieved total revenue and net profit of Rs 8528.72 Lacs and Rs 808.60 Lacs respectively as against total revenue and net profit of Rs. 7,491,08 Lacs and Rs. 941.34 Lacs respectively during the previous financial year ended 31⁵¹ March, 2015.

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

TRANSFER TO RESERVES :

An amount of Rs.80.86 Lacs has been transferred to General Reserve for the Financial Year ended 31^st March 2016.

TRANSFER OF UNCLAIMED DIVIDEND :

An amount of Rs. 10,61,382/- was transferred to Investor Education and Protection Fund (IEPF) during the year under review.

DIVIDEND :

Your Directors are pleased to recommend a dividend @ Rs. 2.50 (25%) 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 13.08.2016. 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 31^st March, 2016 was Rs.12.45 Crores. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity.

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

Mr. Ashok Chaturvedi, Chairman 7,610 Equity Shares FIXED DEPOSITS :

The company neither had any fixed deposits outstanding as at 31^st March 2016 nor any fresh/renewal of deposits were accepted during the financial year 2015-16. There were no unclaimed deposits as at March 31, 2016.

DIRECTORS :

During the year, Mr. S.K. Kaushik, Director (DIN: 00027035) has been appointed as Whole-time Director on the Board of the Company w.e.f. 1^st March, 2016. Your Directors welcome Mr. Kaushik on the Board of the Company as Whole Time Director. His appointment has been approved by the members of the company through Postal Ballot.

Mr. P.N. Sharma has been appointed as an Additional Director on the Board w.e.f. 26^th May, 2016. Your Directors welcome Mr. P.N. Sharma on the Board of the Company.

The brief Resume and other details as required under the 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 the 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 ârelativeâ as per Section 2(77) of the Companies Act, 2013.

DIRECTORSâ RESPONSIBILITY STATEMENT :

a. that in the preparation of the Annual Accounts for the year ended 31^st 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 31^st 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.

STATUTORY AUDIT & AUDITORS :

The Statutory Auditors of the Company, M/s. Jain Singhal & Associates., Chartered Accountants, New Delhi (Firm Registration No.005839N), 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 on 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. Vijay Sehgal & Co, Chartered Accountants, Delhi (Firm Registration No.000374N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2016-2017.

SECRETARIAL AUDITORS :

The Board had appointed M/s Mahesh Gupta & Co., Practicing Company Secretaries, Delhi as Secretarial Auditors 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 âAâ.

CORPORATE SOCIAL RESPONSIBILITY :

The Company was required to spend an amount of Rs. 23.57 Lacs for the financial year 2015-16 on CSR out of which an amount of Rs. 19.58 Lacs was spent during the year.. The balance amount of Rs. 3.99 lacs will be spent in the future.

Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure -âBâ 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 the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of this Report as Annexure âCâ & âDâ respectively.

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 âEâ.

(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 appended hereto.

(iii) Composition of Audit Committee

The Board has constituted a Audit Committee, which comprises of Mr. T.N. Pandey as the Chairman, Mr. M.G. Gupta, Mr. G.N. Gupta, Mrs. Anupam Ahuja and Mr. R.K. Jain 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. flexfoodsltd.com. at the web link http://www.flexfoodsltd.com/ b2c-policy-on-related-party-transactions.php

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 :

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. flexfoodsltd.com at web link http://www.flexfoodsltd.com/pdf/ whistleblowerpolicy.pdf

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.

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

RISK MANAGEMENT POLICY :

INTERNAL POLICY ON REMUNERATION :

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES :

The company does not have any subsidiary or Joint Venture. However, the company is associate company of UFLEX Limited.

PARTICULARS OF EMPLOYEES :

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 âFâ.

ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

PERSONNEL :

ACKNOWLEDGEMENT :

For & On behalf of the Board

Ashok Chaturvedi

Place : NOIDA Chairman

Dated : 26^th.May, 2016 (DIN 00023452)

Mar 31, 2015

To the Members,

The Directors are pleased to present the 25th Annual Report together with the Audited Accounts of the Company for the Financial year ended 31st March, 2015

Financial Results

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

(Rs. In Lacs) Year Ended Year Ended 31.03.2015 31.03.2014

Income from Operation 7245.20 6616.48

Other Income 245.88 314.60

Profit before Finance 2116.28 1914.18 cost, Depreciation and Taxes

Finance Cost 286.28 200.53

Depreciation 389.15 356.77

Profit before Tax 1440.85 1356.88

Provision for Taxation 462.15 319.27

Deferred Tax (Assets)/ 46.74 2.47 liability

Short/(Excess) Provision (9.38) 0.21 of earlier year

Profit for the Year 941.34 1034.93

Earnings per Share 7.56 8.31

Your Company during the year achieved total revenue of Rs.7491.08 including other income of Rs.245.88 lacs in comparison to total revenue of Rs 6931.08 lacs including other income of Rs 314.60 lacs in the previous year ended 3151 March, 2014. During the year the Company made export of manufactured/traded goods on FOB basis to the tune of Rs 5071.32 lacs, which is approximately 71% of the total sales. Your Company ended the year with a net profit of Rs.941.34 lacs compared to profit of Rs.1034.93 lacs for the previous year ended 31st March, 2014. The earning per share is Rs. 7.56 in comparison to Rs.8.31 per share in the previous year.

The operational aspects of the Company's working have been covered in detail in the Management Discussion and Analysis Report and the same is deemed to be part of this Directors' Report.

Dividend

Your Directors are pleased to recommend a dividend @ Rs.2.25 per share for the financial year ended 31 March, 2015. The dividend if approved at the forthcoming Annual General Meeting will be paid to Members whose name appear in the Register of Members as on 16.08.2015. In respect of shares held in dematerialized form, it will be paid to those members whose name are furnished by National Securities Depository Limited and Central Depository Service (India) Limited as beneficial owner.

Share capital

The paid-up equity share capital as on 31st March, 2015 was Rs. 12.45 crores. During the year under review, the company has neither issued shares with Differential Voting Rights nor granted Stock Options nor sweet Equity. As on 31st March, 2015 none of the Director of the Company held shares or convertible instruments of the Company except Mr. Ashok Chaturvedi, Chairman who held 7610 Equity Shares.

Fixed Deposit

During the year under review, your Company did not accept any Fixed Deposits from the Public

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 retires by rotation and being eligible offers himself for re- appointment.

Brief resume of the Director seeking re-appointment, nature of his expertise in specific functional areas and the name of the Public Companies in which he holds Directorship and Chairman/Membership of the Committees of the Board, is 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 the 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 statement in terms of section 134(3)(c) of the Companies Act, 2013

1) that in the preparation of the Annual Financial Statement for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any;

2) that the company has selected such Accounting Policies and applied consistently and judgment 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 at the end of the financial year as at 31st March, 2015 and of the profits of the Company for the year ended on that date;

3) that the 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.

4) that the Annual Financial Statement have been prepared on a going concern basis;

5) That proper Internal Financial Control were in place and that internal financial controls were adequate and were operating effectively.

6) That the 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 the Internal Auditors.

Auditors & Audit

The Statutory Auditor of the Company M/s Jain Singhal & Associates, Chartered Accountants, New Delhi (Firm Registration No. 005839N) were appointed as Statutory Auditors by the members for a period of three years in the Annual General Meeting held on 23rd August, 2014. 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. Vijay Sehgal & Co., Chartered Accountants, Delhi (Firm Registration No. 000374N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2015-2016.

Secretarial Auditors

The board of Directors of your Company has appointed M/s. Mahesh Gupta & Company, Practicing Company Secretaries, as Secretarial Auditors pursuant to the provisions of Section 204 of the Companies Act, 2013. The report of the Secretarial Auditors is annexed to the report as per Annexure 'A'. There is a qualification in the Report that Company did not appoint Woman Director upto 3151 March, 2015.

The management has clarified that, it is in search out and in process of appointing a woman director soon.

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 Exchange.

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

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 Ministry of Corporate Affairs every company having the net worth of Rs. 500 crores or more, 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.

The Company has to do a CSR activity for an amount of Rs. 18.38 lakh based on the average profits of the three immediate preceding financial years. It being the first year of application of CSR provisions, the company has been on the look out to identify meaningful CSR activity covered under the Schedule VII of the Companies Act, 2013, which can be undertaken by the Company on sustained basis and therefore no expenditure has been made during the year.

The report on CSR activities is annexed as an Annexure B. Disclosure under companies Act, 2013

(i) Extract of Annual Return

The details forming part of the Extract of Annual Return in annexed as per Annexure 'c'

(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.

(iii) composition of Audit committee

The Board has constituted a Audit Committee, which comprises of Mr. T.N. Pandey as Chairman and Mr. G.N. Gupta, Mr. M.G. Gupta and Mr. R.K. Jain as the Members. More details about Committee are given in 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 at the weblink www.flexfoodsltd.com./investor/policy- on-related-party-transactions- htm.

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

(v) Particulars of Loan, Guarantees and investment

Details of loans, guarantees and investment covered under 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 court

There are no significant and material order passed by the Regulators or Court, 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's 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 website at weblink www.flexfoodsltd.com/PDF/Whistle-Blower-Policy/ whistleblowerpolicy.pdf.

Board Evaluation

Pursuant to provision 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 the entire board, excluding Directors being evaluated.

Disclosure Under Sexual Harassment of women at work Place (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

Subsidiary, Joint Ventures And Associate companies

The Company does not have any Subsidiary or Joint venture Company. However, the company is associate company of UFLEX ltd.

Particulars of employees

There has been no employee during the year whose particulars are required to be given pursuant to provision of the Companies Act, 2013. 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 in Annexure-D.

conservation of energy, Technology Absorption, foreign exchange earning and Outgo

Information under Section 134 of the Companies Act, 2013 read with the rules made there under is given in Annexure 'E' forming part of this Report.

Personnel,

Relations with the Employees remained cordial and harmonious throughout the year, thereby strengthening the commitment of the Employees at all level to the growth of the Company.

Acknowledgement

The Directors acknowledge with gratitude the co-operation extended by various agencies of the Central Government, Government of Uttarakhand, banks and all business Associates during the year under review. The board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders and wholehearted cooperation given by the employees of the Company working at various levels.

For and on behalf of the board

Place : NOIDA Ashok Chaturvedi Dated : 27.05.2015 Chairman (DIN 00023452)

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 24th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014

Financial Results

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

(Rs. in lacs) Year Ended year Ended 31.03.2014 31.03.2013

Income from Operation 6617.34 5282.80

Other Income 313.74 293.40

Profit before Finance Cost, Depreciation and Taxes 1916.61 1244.58

Finance Cost 202.96 164.89

Depreciation & Amortisation Expenses 356.77 340.49

Profit before Tax 1356.88 739.20

Provision for Taxation 319.27 192.34

Deferred Tax (Assets)/Liability 2.47 (11.24)

Short/(Excess) Provision of earlier year 0.21 (0.09)

Profit for the Year 1034.93 558.19

Earning per Share 8.31 4.49

your Company during the year achieved total revenue of Rs.6931.08 lacs including other income of Rs.313.74 lacs in comparison to total revenue of Rs.5576.20 lacs including other income of Rs.293.40 lacs in the previous year ended 31st March, 2013. During the year the Company made export of manufactured/traded goods on FOB basis to the tune of Rs 4847.47 lacs, which is approximately 73.70% of the total sales. Your Company ended the year with a net profit of Rs.1034.93 lacs compared to profit of Rs.558.19 lacs for the previous year ended 31st March, 2013. The earning per share is Rs.8.31 in comparison to Rs.4.49 per share in the previous year. From these figures, it could be seen that the company''s working for the year ended 31st March, 2014 has improved substantially compared to the previous year. The operational aspects of the Company''s working have been covered in detail in the Management Discussion and Analysis Report and the same is deemed to be part of this Directors'' Report.

Dividend

Your Directors are pleased to recommend a dividend @ Rs.2.25 (22.50%) per fully paid share for the financial year ended March, 2014. The dividend if approved at the forthcoming Annual General Meeting will be paid to Members whose name appear in the Register of Members as on 18th August 2014. In respect of shares held in dematerialized form, it will be paid to those members whose name are furnished by National Securities Depository Limited and Central Depository Service (India) Limited as beneficial owner as on 18th August 2014.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri R.K. Jain, (DIN 00024692), Director of the Company retires by rotation and being eligible offers himself for re- appointment.

Mr. M.G. Gupta, Mr. T.N. Pandey and Mr. G.N. Gupta Directors of the Company, are being appointed as independent Directors for five consecutive years for a term upto March 31, 2019 as per the provision of Section 149 and other applicable provisions of the Companies Act, 2013

Brief resume of the Directors seeking appointment/re-appointment, nature of their expertise in specific functional areas and the name of the Public Companies in which they hold Directorship and Chairman/Membership of the Committees of the Board, are given as Annexure to the Notice convening the Annual General Meeting.

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

Your Directors recommend their appointment/reappointment.

Fixed Deposits

During the year under review, your Company did not accept any Fixed Deposits from the Public.

Auditors & Audit

The Statutory Auditors of the Company, M/s. Jain Singhal & Associates, Chartered Accountants (Firm Registration No.005839N), 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. Jain Singhal & Associates, Chartered Accountants (Firm Registration No. 005839N) 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 appointed M/s. Vijay Singhal & Co., Chartered Accountants, Delhi (Firm Registration No.000374N) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2014-2015.

Secretarial Auditors

The Board of Directors of your Company has appointed Ms. Mahesh Gupta & Company, 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.

Corporate Governance

The Securities and Exchange Board of India (SEBI) stipulates Corporate Governance standards for listed companies through Clause 49 of the Listing Agreement of the Stock Exchanges. Accordingly, a separate report on Corporate Governance along with the Auditors'' Certificate on its compliance by the Company is included as a part of the Annual Report.

Directors'' Responsibility Statement

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

1) that in the preparation of the Annual Account for the financial year ended 31st March, 2014, the applicable accounting standards have been followed and there has been no material departure.

2) 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 profits of the Company for the year under review.

3) 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.

4) 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 the Internal Auditors.

Particulars of Employees

There has been no employee during the year whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo

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

Personnel

Relations with the Employees remained cordial and harmonious throughout the year, thereby strengthening the commitment of the Employees at all level to the growth of the Company.

Acknowledgement

The Directors acknowledge with gratitude the co-operation extended by various agencies of the Central Government, Government of Uttarakhand, Banks and all Business Associates during the year under review. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders and wholehearted cooperation given by the employees of the Company working at various levels.

For and on behalf of the Board

Place : NOIDA Ashok Chaturvedi Dated : 22.05.2014 Chairman

Mar 31, 2013

To the Members,

The Directors are pleased to present the 23rd Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2013 and for the previous year ended 31st March, 2012 are as follows: (Rs. in lacs)

Year Ended Year Ended 31.03.2013 31.03.2012

Income from Operation 5282.80 5047.02

Other Income 293.40 276.45

Profit before Finance Cost, 1244.58 1151.17 Depreciation and Taxes

Finance Cost 164.89 143.52

Depreciation 340.49 336.07

Profit before Tax 739.20 671.58

Provision for Taxation 192.34 186.01

Deferred Tax (Assets)/Liability (11.24) 55.30

Short/(Excess) Provision of earlier (0.09) 12.68 year

Profit for the Year 558.19 417.59

Earning per Share 4.49 3.36

Your Company achieved total revenue of Rs.5576.20 lacs including other income of Rs.293.40 lacs in comparison to total revenue of Rs.5323.47 lacs including other income of Rs.276.45 lacs in the previous year ended 31st March, 2012. During the year the Company made export of manufactured/ traded goods on FOB basis to the tune of Rs. 3712.55 lacs, which is approximately 71.45% of the total sales. Your Company ended the year with a net profit of Rs.558.19 lacs compared to profit of Rs.417.59 lacs for the previous year ended 31st March, 2012. The earning per share is Rs.4.49 in comparison to Rs.3.36 per share in the previous year.

The operational aspects of the Company''s working have been covered in detail in the Management Discussion and Analysis Report and the same is deemed to be part of this Directors'' Report.

Dividend

Your Directors are pleased to recommend a dividend @Rs.2/- per share (20%) for the financial year ended March, 2013. The dividend if approved at the forthcoming Annual General Meeting will be paid to Members whose name appear in the Register of Members as on 23rd June, 2013. In respect of shares held in dematerialized form, it will be paid to those members whose name are furnished by National Securities Depository Limited and Central Depository Service (India) Limited as beneficial owner as on 23rd June, 2013.

Directors

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Ashok Chaturvedi and Shri T.N. Pandey, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment.

Brief resume of the Directors seeking re-appointment, nature of their expertise in specific functional areas and the name of the Public Companies in which they hold Directorship and Chairman/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.

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

Fixed Deposits

During the year under review, your Company did not accept any Fixed Deposits from the Public

Auditors

The Auditors of the Company, M/s Jain Singhal & Associates, Chartered Accountants, New 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.

Corporate Governance

The Securities and Exchange Board of India (SEBI) stipulates Corporate Governance standards for listed companies through Clause 49 of the Listing Agreement of the Stock Exchanges. Accordingly, a separate report on Corporate Governance along with the Auditors'' Certificate on its compliance by the Company is included as a part of the Annual Report.

Directors'' Responsibility Statement

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

1. that in the preparation of the Annual Account for the financial year ended 31st March, 2013, the applicable accounting standards have been followed and there has been no material departure.

2. 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 profits of the Company for the year under review.

3. 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.

4. 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 the Internal Auditors.

Particulars of Employees

There has been no employee during the year whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo Information under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure ''A'' forming part of this Report.

Personnel

Relations with the Employees remained cordial and harmonious throughout the year, thereby strengthening the commitment of the Employees at all level to the growth of the Company.

Acknowledgement

The Directors acknowledge with gratitude the co-operation extended by various agencies of the Central Government, Government of Uttarakhand, Banks and all Business Associates during the year under review. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders and wholehearted cooperation given by the employees of the Company working at various levels.

For and on behalf of the Board

Place : NOIDA Ashok Chaturvedi

Dated : 13.05.2013 Chairman

Mar 31, 2012

The Directors are pleased to present the 22nd Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

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

(Rs. in lacs)

Year Ended Year Ended 31.03.2012 31.03.2011

Income from Operation 5047 4606

Other Income 277 235

Profit before Finance Cost, 1152 957 Depreciation And Taxes

Finance Cost 144 143

Depreciation 336 339

Profit before Tax 672 475

Provision for Taxation (186) (161)

Provision for Deferred Tax (Charges)/ (55) 31

Credit

(Short)/Excess Provision of earlier (13) (1)

year for Income Tax

Profit for the Year 418 344

Earning per Share 3.36 2.76

Your Company achieved total revenue of Rs.5324 lacs including other income of Rs.277 lacs in comparison to total revenue of Rs.4841 lacs including other income of Rs.235 lacs in the previous year ended 31st March, 2011. During the year the Company made export of manufactured/traded goods on FOB basis to the tune of Rs 3210 lacs, which is approximately 63.60% of the total income from operations. Your Company ended the year with a net profit of Rs.418 lacs compared to profit of Rs.344 lacs for the previous year ended 31st March, 2011. The earning per share is Rs.3.36 in comparison to Rs.2.76 per share in the previous year.

The operational aspects of the Company's working have been covered in detail in the Management Discussion and Analysis Report and the same is deemed to be part of this Directors' Report.

Dividend

Your Directors are pleased to recommend a dividend @Rs.2/- (20%) per share for the financial year ended March, 2012. the dividend if approved at the forthcoming Annual General Meeting will be paid to Members whose name appear in the Register of Members as on 20.08.2012. In respect of shares held in dematerialized form, it will be paid to those members whose name are furnished by National Securities Depository Limited and Central Depository Service (India) Limited as beneficial owner as on 20th August, 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 G.N. Gupta, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment.

Brief resume of the Directors seeking re-appointment, nature of their expertise in specific functional areas and the name of the Public Companies in which they hold Directorship and Chairman/Membership of the Committees of the Board, are given as Annexure to the Notice convening the Annual General Meeting.

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

Fixed Deposits

During the year under review, your Company did not accept any Fixed Deposits from the Public

Auditors

The Auditors of the Company, M/s Jain Singhal & Associates, Chartered Accountants, New 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.

Corporate Governance

The Securities and Exchange Board of India (SEBI) stipulate Corporate Governance standards for listed companies through Clause 49 of the Listing Agreement of the Stock Exchanges. Accordingly, a separate report on Corporate Governance along with the Auditors' Certificate on its compliance by the Company is included as a part of the Annual Report.

Directors' Responsibility Statement

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

1) that in the preparation of the Annual Account for the financial year ended 31st March, 2012, the applicable accounting standards have been followed and there has been no material departure.

2) 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 profits of the Company for the year under review.

3) 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.

4) 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 the Internal Auditors.

Particulars of Employees

There has been no employee during the year whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo Information under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure ÃA' forming part of this Report.

Personnel

Relations with the Employees remain cordial and harmonious throughout the year, thereby strengthening the commitment of the Employees at all level to the growth of the Company.

Acknowledgement

The Directors acknowledge with gratitude the co-operation extended by various agencies of the Central Government, Government of Uttarakhand, Banks and all Business Associates during the year under review. The Board also takes this opportunity to express its deep gratitude for the continuous support received from the Shareholders and wholehearted cooperation given by the employees of the Company working at various levels.

For and on behalf of the Board

Place : NOIDA R.K. Jain S.K. Kaushik

Dated : 09.07.2012 Director Director

Mar 31, 2010

The Directors are pleased to present the 20th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS

The financial results for the year ended 31s! March, 2010 and for the previous year ended 31st March, 2009 are as follows:

(Rs. in lacs)

Year Ended Year Ended 31,03,2010 31.03.2000

Sales 3589,06 431051

Other income 401.98 393.24

Profit before (merest, Financial

Charges 4 Depreciation 1067,84 1477 15

Interest & Financial Charges 188.39 243.20

Depreciation 334.99 328.69

Profit before Tax 546.46 900 26

Provision for Taxation 91.72 100 50

Provision for Deferred Tax 70.88 (42 48)

Charge / Credit)

Wealth Tax 0.46 0.43

Fringe Benefit Tax - 6.58

Profit after Tax 383.39 835.24

(Short}/Excess Provision of earlier year

- For Income Tax (0.84) 4.02

- For Wealth Tax - (0.001)

- For Fringe Benefit Tax 1.02 (0.53)

Profit for the Year 383.77 838,73 Profit brought forward from

Previous Year 2966.70 2719.28

Profit available for

approp hat ions 3360.47 3558.02

Your Company achieved a turnover of Rs,3991 04 lacs including other income of Rs.401,98 lacs in comparison to turnover of Rs.4703.75 lacs including other income of Rs.393.24 lacs in the previous year ended 31" March 2009, During the year the Company made export of manufactured/ traded goods on FOB basis to the tune of Rs.2398 01 lacs which is approximately 66 81% of the total sales. Your Company ended the year with a net profit of Rs.383.77 lacs for the year ended 31sl March 2010 compared to profit of Rs.838.73 lacs for the previous year ended 31" March, 2009

The operational aspects of the Companys working have been covered in detail in the Management Discussion and Analysis Report and the same is deemed to be part of this Directors Report.

Dividend

Your Directors are pleased to recommend a dividend @ Rs.2/- per share for the financial year ended 31" March, 2010. The dividend if approved at the forthcoming Annual General Meeting will be paid to Members whose name appear in the Register of Members as on 28th August, 2010. In respect of shares held in dematerialized form, it will be paid to those members whose name are furnished by National Securities Depository Limited and Central Depository Service (India) Limited as beneficial owner as on 28th August. 2010

Directors

in accordance with the provisions of the Companies Act. 1956 and the Articles of Association of the Company, ShriAshok Chaturvedi and Shrl T.N Pandey, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment.

Brief resume of the Directors seeking re-appointment, nature of their expertise in specific functional areas and (he name of the Public Companies m which they hold Directorship and Chairman/Membership of the Committee of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given as Annexure to (he Notice convening the Annual General Meeting

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

Fixed Deposits

During the year under review, your Company did not accept any Fixed Deposits from the Public.

Auditors

The Auditors of the Company, M/s Jain Singh & Associates, Chartered Accountants. New 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 Secbon 224(1 B) 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.

Corporate Governance

The Securities and Exchange Board of India (SEBr) stipulate Corporate Governance standards for listed companies through Clause 49 of the Listing Agreement of the Stock Exchanges. Accordingly, a separate report on Corporate Governance along with the Auditors Certificate on its compliance by the Company is included as a part of the Annual Report.

Directors Responsibility Statement

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

1) that in the preparation of the Annual Account for the Financial Year ended 3151 March, 2010, the applicable accounting standards have been followed and there has been no material departure.

2) 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 profits of the Company for the year under review.

3) 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.

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

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

Particulars of Employees

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

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Information under Section 217(1)(&) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the Report of Board of Directors} Rules, 1988 is given in Annexure B forming part of this Report.

Personnel

Relations with the Employees remained cordial and harmonious throughout the year, thereby strengthening the commitment of the Employees at all level to the growth of the Company.

Acknowledgement

The Directors acknowledge with gratitude the co-operation extended by various agencies of the Central Government, Government of Uttarakhand / Uttar Pradesh, Banks and all Business Associates during the year under review. The Board also takes this opportunity io express its deep gratitude for the continous support received from the Shareholders and wholehearted cooperation given by the Employees of the Company working at various levels.

For and on behalf of the Board

R.K. Jain S.K. Kaushik

Director Director

Place: NOIDA

Dated :2nd July, 2010

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