Directors Report of Uflex Ltd.
Mar 31, 2018
To the Members,
The Directors have the pleasure of presenting this Twenty Ninth Annual Report together with the Standalone & Consolidated Audited Financial Statements of the Company for the Financial Year ended 31st March, 2018.
FINANCIAL RESULTS
The summarized financial results for the year ended 31st March, 2018 and for the previous year ended 31st March, 2017 are as follows:
[Rs. in Crores]
|
Consolidated Year Ended |
Standalone Year Ended |
|||
|
2018 |
2017 |
2018 |
2017 |
|
|
Revenue from Operations |
6788.55 |
6504.78 |
3873.75 |
3887.48 |
|
Other Income |
19.98 |
20.51 |
16.35 |
17.11 |
|
Share in Profit of Associates for the Year |
3.21 |
4.07 |
- |
- |
|
Total Income |
6811.74 |
6529.36 |
3890.10 |
3904.59 |
|
Profit before Finance Cost, Depreciation & Tax |
902.58 |
898.87 |
476.15 |
510.41 |
|
Finance Cost |
197.09 |
186.82 |
144.22 |
118.78 |
|
Depreciation |
351.59 |
317.54 |
221.28 |
187.68 |
|
Profit before Tax |
353.90 |
394.51 |
110.65 |
203.95 |
|
Less: Tax Expenses |
41.70 |
43.76 |
9.73 |
10.40 |
|
Profit for the year before Minority Interest |
312.20 |
350.75 |
100.92 |
193.55 |
|
Non Controlling Interest |
(1.72) |
(2.29) |
- |
- |
|
Profit for the year |
310.48 |
348.46 |
100.92 |
193.55 |
|
Total Other Comprehensive Income for the Year |
68.99 |
(141.68) |
5.73 |
8.55 |
|
Total Comprehensive Income for the Year |
379.47 |
206.78 |
106.65 |
202.10 |
During the year under review, your Company achieved consolidated total income and net profit of Rs. 6811.74 crore and Rs. 310.48 crore respectively as against total income and net profit of Rs. 6529.36 crore and Rs. 348.46 crore respectively during the previous financial year ended 31st March, 2017.
Further, your Company has achieved standalone total income of Rs. 3890.10 crore and net profit of Rs. 100.92 crore as against total income of Rs. 3904.59 crore and net profit of Rs. 193.55 crore during the previous financial year ended 31st March, 2017.
Due to the implementation of GST w.e.f. 1st July, 2017 the figures of Total Income for the year ended 31st March, 2018 & for the previous ended 31st March, 2017 are not comparable.
The comprehensive details of the performance of the Company have been given in the Management Discussion and Analysis Report appended hereto.
The Details of financial performance of all subsidiaries and associates are contained in Note No. 47 of the Notes to Accounts to the Consolidated Financial Statements.
TRANSFER OF UNCLAIMED DIVIDEND TO AUTHORITY
An amount of Rs. 22,76,815/-(Rupees Twenty Two Lacs Seventy Six Thousand Eight Hundred Fifteen 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 232290 (Two Lacs Thirty Two Thousand Two Hundred Ninety) Equity Shares on which Dividend was not paid for more than seven years, to the Investor Education and Protection Fund (IEPF) during the year under review.
DIVIDEND
Your Directors are pleased to recommend a dividend @ Rs 2 per share for the financial year ended 31st March 2018 after considering future needs of the company for growth.
The dividend, if approved at the forthcoming Annual General Meeting will be paid to Members whose names appear in the Register of Members as on 26th July, 2018. In respect of shares held in dematerialized form, it will be paid to those Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owner.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company.
SHARE CAPITAL
The paid-up equity share capital outstanding as on 31st March, 2018 was Rs. 72.21 Crore. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity.
As on 31st March, 2018 none of the Directors of the Company except the following, held shares or convertible instruments of the Company:
Mr. Ashok Chaturvedi, CMD 5,02,533 Equity Shares
FIXED DEPOSITS
The company neither had any fixed deposits outstanding as on 31st March 2018 nor fresh/renewal of deposits were accepted during the financial year 2017-2018. There were no unclaimed deposits as on 31st March 2018.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. M.G. Gupta resigned from the Board of Directors w.e.f. 1st August, 2017 due to personal reasons. The Board of Directors placed on record their appreciations for the valuable contribution made by Mr. M.G. Gupta during his 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. Ashok Chaturvedi, Chairman & Managing Director (DIN 00023452) of the Company due for retirement by rotation and being eligible, offers himself for reappointment. The brief resume and other details as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 are provided in the Notice of Annual General Meeting of the Company.
All Independent Directors of your Company have given declarations confirming that they meet the criteria of Independence as prescribed both under the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Mr. R.K. Jain, Chief Financial Officer of the Company resigned from his position w.e.f. 1st September, 2017 and Mr. Rajesh Bhatia has been appointed in his place as Chief Financial Officer w.e.f. 1st September, 2017.
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 accounts for the year ended 31st 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 them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 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 accounts have been prepared on a going concern basis;
e. that proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
The Companyâs Internal Auditors conducted periodic audits to provide reasonable assurance that the Companyâs established policies and procedures are 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. M/s. KAAP & Associates, Chartered Accountants (Firm Registration No. 019416N), will continue as the Statutory Auditors of the Company as appointed for a term of five consecutive years in the last Annual General Meeting i.e. from the conclusion of 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013.
The Report given by M/s. KAAP & Associates, Chartered Accountants (Firm Registration No. 019416N), Statutory Auditors on the financial statement of the Company for the year 2017-18 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 has not reported any matter under section 143 (12) of the Act, therefore, no details is required to be disclosed in the Boards Report.
The Report of the Auditors on the financial statements including relevant notes on the accounts for the Financial Year ended 31st March, 2018 are self-explanatory and therefore do not call for any further comments.
Internal Auditors
The Board of Directors of your Company has appointed Mr. Rakesh Malhotra, Assistant Vice President, as Internal Auditor pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2018-2019.
Cost Auditors
The Board of Directors of your Company has re-appointed M/s. Jitender, Navneet & Co., Delhi, Cost Accountants (Firm Registration No.00119) as Cost Auditors of the Company for the financial year 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. The Report of the Secretarial Auditor is annexed to the Report as per Annexure âAâ.
SUBSIDIARY COMPANIES
Flex Middle East FZE, UAE; UFlex Europe Limited, UK; UFlex Packaging Inc., USA; UPET Holdings Ltd., Mauritius; UTech Developers Limited, India and USC Holograms Pvt. Ltd., India are Subsidiary Companies u/s 2(87) of the Companies Act, 2013. Digicyl Pte. Limited, Singapore has been incorporated as Wholly Owned Subsidiary of the Company during the year under review.
Further, UPET (Singapore) Pte. Ltd., Singapore; Flex Americas, S.A. de C.V., Mexico; Flex P. Films (Egypt) S.A.E, Egypt; Flex Films Europa Sp.zo.o., Poland; Flex Films (USA) Inc.; and SD Buildwell Pvt. Ltd. are step-down subsidiaries of the Company. Refex Energy (Rajasthan) P Ltd and Bundelkhand Projects Pvt. Ltd ceased to be step Subsidiaries of the Company w.e.f. 31st May, 2017.
In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company, who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies & Associate Companies.
Financial position of each of the Subsidiaries is provided in a separate statement attached to the Financial Statement pursuant to first proviso to Section 129(3) of the Companies Act, 2013.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given at note No. 47 of the Consolidated Financial Statements in Form AOC-1 and thus forms an integral part of this Report.
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 Mrs. Indu Liberhan, Chairperson; Mr. Achintya Karati, Member and Mr. Amitava Ray, Member. The terms of reference of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at http://www. uflexltd.com/pdf/Policies/UFLEX-CSR-Policy.PDF
Annual report on CSR activities and initiatives taken as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure -âBâ and forms integral part of this Report.
Company considers social responsibility as an integral part of its business activities and endeavors to utilize allocable CSR budget for the benefit of the society and environment.
Accordingly, the Company was supposed to undertake CSR Activities utilizing Rs. 378.44 Lac based on the average profits of the three preceding financial years. However, the Company spent Rs. 317.34 Lac upto 31st March, 2018. The balance amount of Rs. 61.10 Lac, could not be spent as the Company was not able to identify meaningful CSR interventions.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and 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 and forms an Integral Part of this Report
Disclosure under Companies Act, 2013
(i) Extracts of Annual Return
The details forming Part of the Extracts of Annual Return is annexed as per Annexure 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 an Audit Committee, which comprises Mrs. Indu Liberhan as the Chairperson and Mr. A. Karati; Mr. T. S. Bhattacharya; Mr. Pradeep Poddar and Mr. Amitava Ray as the Members. More details about the Committee are given in the Corporate Governance Report appended hereto.
(iv) Related Party Transactions
All related party transactions are negotiated on an armâs-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 Companyâs website: www.uflexltd.com at the web-link http://www. uflexltd.com/pdf/Policies/UFLEX-RELATED-PARTY-TRANSACTIONS-POLICY.pdf
(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
Fraud-free and corruption-free work culture has been at the core of the Companyâ 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 is uploaded on the Companyâs website www.uflexltd.com at web-link http://www.uflexltd.com/pdf/Policies/UFLEX-Whistle-Blower-Policy.pdf
BOARD EVALUATION
Pursuant to the Provisions of the Companies Act, 2013 and under Securities and 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 that of its Committees 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. No complaints were received from any employee during the financial year 2017-2018 and hence no complaint is outstanding as on 31st March, 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. 31st 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. Companyâs 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 employees 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 in place Nomination and Remuneration Policy for Directors, Key Management Personnel and Senior Management Personnel. The said Policy is available at www.uflexltd.com.
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 employeesâ 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 till the date of the ensuing Annual General Meeting. Members 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.
AWARDS
During the year under review, your Company received 21 Awards and Accolades conferred by reputable organizations/ bodies based out of India and Overseas for excellence, Some of these awards & accolades includes:.
- Prestigious Economic Times Polymers Lifetime Achievement Award 2018 was conferred on your Chairman & Managing Director, Mr. Ashok Chaturvedi in the month of March 2018.
- Flexible Packaging Achievement Awards 2018 -Gold in Technical Innovation.
- 5 India Star Packaging Excellence Awards by Indian Institute of Packaging.
- Asiaâs Most Promising Brand in Packaging Sector by World Consulting & Research Corporation.
The details of all Awards and Accolades conferred upon the Company are provided on the companyâs website at http://www.uflexltd.com/awards.php
PERSONNEL
Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciation for the continued, sincere and devoted services rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to all the Indian and International Financial Institutions & Banks, Government Authorities both in India & overseas where companyâs operations are carried out, Shareholders, Customers, Suppliers and other Business Associates for their continued co-operation and patronage.
For & On behalf of the Board
Ashok Chaturvedi
Place : NOIDA Chairman & Managing Director
Dated : 28th May, 2018 (DIN 00023452)
Mar 31, 2017
To the Members,
The Directors have pleasure in presenting this Twenty Eighth Annual Report together with the Standalone & Consolidated Audited Financial Statements of the Company for the financial year ended 31st March, 2017.
FINANCIAL RESULTS
The summarized financial results for the year ended 31st March, 2017 and for the previous year ended 31st March, 2016 are as follows:
[Rs. in Crores]
|
Consolidated Year Ended |
Standalone Year Ended |
|||
|
2017 |
2016 |
2017 |
2016 |
|
|
Revenue from Operations |
6504.78 |
6365.52 |
3887.48 |
3801.36 |
|
Other Income |
20.51 |
34.92 |
17.11 |
37.82 |
|
Share in Profit of Associates for the Year |
4.07 |
3.67 |
0.00 |
0.00 |
|
Total Income |
6529.36 |
6404.11 |
3904.59 |
3839.18 |
|
Profit before Finance Cost, Depreciation & Tax |
898.87 |
843.17 |
510.41 |
510.84 |
|
Finance Cost |
186.82 |
175.84 |
118.78 |
107.83 |
|
Depreciation |
317.54 |
285.54 |
187.68 |
166.99 |
|
Profit before Tax |
394.51 |
381.79 |
203.95 |
236.02 |
|
Less: Tax Expenses |
43.76 |
64.85 |
10.40 |
34.37 |
|
Profit for the year before Minority Interest |
350.75 |
316.94 |
193.55 |
201.66 |
|
Non Controlling Interest |
(2.29) |
(3.10) |
0.00 |
0.00 |
|
Profit for the year |
348.46 |
313.84 |
193.55 |
201.66 |
|
Total Other Comprehensive Income for the Year |
(141.68) |
55.56 |
8.55 |
4.55 |
|
Total Comprehensive Income for the Year |
206.78 |
369.40 |
202.10 |
206.21 |
During the year under review, your Company has achieved consolidated total income and net profit of Rs.6529.36 crore and Rs. 348.46 crore respectively as against total income and net profit of Rs. 6404.11 crore and Rs. 313.84 crore respectively during the previous financial year ended 31st March, 2016.
Further, your Company has achieved standalone total income of Rs. 3904.59 crore and net profit of Rs. 193.55 crore as against total income of Rs. 3839.18 crore and net profit of Rs. 201.66 crore during the previous financial year ended 31 st March, 2016.
The comprehensive details of performance of the Company has been given in the Management Discussion and Analysis Report appended hereto.
The Details of financial performance of all subsidiaries and associates are contained in Note No. 48 of the Notes to Accounts to the Consolidated Financial Statements.
TRANSFER OF UNCLAIMED DIVIDEND
An amount of Rs. 21,24,696 (Rupees Twenty One Lac Twenty Four Thousand Six Hundred Ninety Six only) was transferred to Investor Education and Protection Fund (IEPF) during the year under review.
DIVIDEND
Your Directors are pleased to recommend a dividend @ Rs.3.50 per share for the financial year ended March 31, 2017 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 24th July, 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 31st March, 2017 was Rs. 72.21 Crore. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity.
As on 31st March, 2017 none of the Directors of the Company except the following held shares or convertible instruments of the Company:
|
Mr. Ashok Chaturvedi, |
5,02,533 |
|
CMD |
Equity Shares |
|
Mr. M.G. Gupta, |
8,061 |
|
Director |
Equity Shares |
FIXED DEPOSITS
The company neither had any fixed deposits outstanding as at 31st March 2017 nor fresh/renewal of deposits were accepted during the financial year 2016-2017. There were no unclaimed deposits as at March 31, 2017.
DIRECTORS
During the year, Mr. Arvind Mahajan (DIN: 02410540) has been appointed as an Additional Director (Independent) on the Board of the Company w.e.f. 3nd August, 2016. Your Directors welcome Mr. Mahajan on the Board of the Company.
The IFCI Limited has withdrawn the Nomination of Mr. Vijay Kumar Gupta as Nominee of IFCI Limited and nominated Mr. V. Anishbabu (02830575) as new Nominee w.e.f. 16th May, 2017. The Board of Directors placed on record their appreciations for the valuable contribution made by Mr. Vijay Kumar Gupta. Your Directors welcome Mr. V. Anishbabu on the Board of the Company.
Mr. pradeep poddar (DIN: 00025199) has been appointed as an Additional Director (Independent) of the Company w.e.f. 30th May, 2017. Your Directors welcome Mr. poddar on the Board of the Company.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Amitava Ray, Whole-time Director (DIN 00184143) of the Company retire by rotation and being eligible, offers himself for reappointment. The brief resume and other details as required under Securities and Exchange of Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 are provided in the Notice of Annual General Meeting of the Company.
All Independent Directors of your Company have given declarations confirming that they meet the criteria of Independence as prescribed both under the Act and Securities and Exchange 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
On the basis of compliance certificates received from the Executives of the Company, subject to disclosures in the Annual Accounts and also on the basis of the discussion with the Statutory Auditors/ Internal Auditors of the Company from time to time, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the annual accounts for the year ended 31st March, 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 them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the Profit of the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the annual accounts have been prepared on a going concern basis;
e. that proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
The Companyâs Internal Auditors have conducted periodic audit to provide reasonable assurance that the Companyâs 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
As per Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the term of M/s. Vijay Sehgal & Co., Chartered Accountants (Firm Registration No. 000374N), 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 30th May, 2017, on the recommendation of the Audit Committee, have made its recommendation for appointment of M/s. KAAp & Associates, Chartered Accountants (Firm Registration No. 019416N) as the Statutory Auditors of the Company by the Members at the 28th Annual General Meeting of the Company for an initial term of 5 years. Accordingly, a resolution, proposing appointment of M/s. KAAp & Associates, Chartered Accountants (Firm Registration No. 019416N), as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 28th Annual General Meeting till the conclusion of 33rd Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice of the 28th 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. Vijay Sehgal & Co., Chartered Accountants (Firm Registration No. 000374N), 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. Vijay Sehgal & Co., over many years have successfully met the challenge that the size and scale of the Companyâs 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. Vijay Sehgal & Co., 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 31st March, 2017 are self-explanatory and therefore do not call for any further comments.
Internal Auditors
The Board of Directors of your Company has reappointed M/s. Jain Singhal & Associates LLp, Chartered Accountants, New Delhi, as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2017 2018.
Cost Auditors
The Board of Directors of your Company has re-appointed M/s. Jitender, Navneet & Co., Delhi, Cost Accountants (Firm Registration No.00119) as Cost Auditors of the Company for the financial year 2017-2018.
Secretarial Auditors
The Board had re-appointed M/s Mahesh Gupta & Co., practicing Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor is annexed to the Report as per Annexure âAâ.
SUBSIDIARY COMPANIES
Flex Middle East FZE, UAE, UFlex Europe Limited, UK, UFlex packaging Inc., USA, Flex p. Films (Brasil) Comercio De Films plasticos Ltda (upto 28th March, 2017), UpET Holdings Ltd., Mauritius, UTech Developers Limited, India and USC Holograms pvt. Ltd., India are Subsidiary Companies u/s 2(87) of the Companies Act, 2013. Further, UpET (Singapore) pte. Ltd., Singapore, Flex Americas, S.A. de C.V., Mexico, Flex p. Films (Egypt) S.A.E, Egypt, Flex Films Europa Sp.zo.o., poland, Flex Films (USA) Inc.,, SD Buildwell pvt. Ltd., Refex Energy (Rajasthan) private Limited and Bundelkhand projects private Limited are step-down subsidiaries of the Company. During the Year, Flex p. Films (Brasil) Comercio De Films plasticos Ltda was ceased to be a WOS Company w.e.f. 28th March, 2017.
In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company, who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies & Associate Companies.
Financial position of each of the Subsidiaries is provided in a separate statement attached to the Financial Statement pursuant to first proviso to Section 129(3) of the Companies Act, 2013.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report. pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 and forms an integral part of this Report.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of Section 135 of Companies Act, 2013, your Company has a Corporate Social Responsibility (CSR) Committee, which comprises Mr. M.G. Gupta, Chairman, Mr. Achintya Karati, Member and Mr. Amitava Ray, Member. The terms of reference of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report. Your Company has also formulated a Corporate Social Responsibility policy (CSR policy) which is available on the website of the Company at http://www.uflexltd.com/pdf/ policies/UFLEX -CSR-policy. 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
Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under SEBI (Listing of Obligations and Disclosure Requirements) Regulation 2015 with the Stock Exchanges.
A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of this Report as Annexure 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 Mrs. Indu Liberhan as the Chairperson and Mr. M.G. Gupta, Mr. A. Karati, Mr. T. S. Bhattacharya and Mr. Amitava Ray as the Members. More details about the Committee are given in the Corporate Governance Report appended hereto.
(iv) Related Party Transactions
All related party transactions are negotiated on an arms-length basis and are in ordinary course of business. Therefore, the provisions of Section 188(1) of the Companies Act, 2013 are not applicable. However, suitable disclosure has been made in the notes to the Financial Statements.
The Related party Transactions policy as approved by the Board is uploaded on the Companyâs website: www.uflexltd.com at the weblinkhttp://www.uflexltd.com/policy-on-Related-party-Transactions.asp
(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
Fraud-free and corruption-free work culture has been the core of the Companyâ 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 Companyâs website www.uflexltd.com at weblinkhttp://www.uflexltd.com/ Whistle-Blower-policy.asp
BOARD EVALUATION
pursuant to the provisions of the Companies Act, 2013 and under Securities and 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.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There has been no material change and commitments occurred, between the end of the financial year of the Company i.e. 31st March, 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. Companyâs Risk Management Policy divides Risk into two broad categories; one Risk Associated at the Transactional Level and the other Risk Associated at the Decision Making Level.
In respect of the Risk Associated at Transactional Level, the company has appropriate control mechanism and operating effectiveness of the Internal Financial Controls and Legal Compliance System. The company has created appropriate structures with proper delegation of duties and responsibilities of employee at each level on enterprise basis for compliances thereof.
In respect of Risk Associated at Decision Making level like political, social & economic, market, technology, capital structure, foreign exchange & interest rate, they are evaluated before taking any strategic & financial decisions.
Adequacy and operative effectiveness of the Internal Financial Control and Legal Compliance System are periodically reviewed by the management, Internal Auditors, statutory auditors and the Audit Committee.
INTERNAL POLICY ON REMUNERATION
The company has Internal Remuneration Policy for Directors, Key Management Personnel and Senior Management Personnel. The policy takes into account several factors like age, qualification, years of experience in the industry/functional area and business management, present emoluments and other qualitative factors such as leadership qualities, communication skills, and performance track record. The aim is to ensure that the company attracts and retains competent people.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ 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.
AWARDS
During the year under review, your Company received 30 awards and Accolades conferred by reputable organizations based out of India and overseas. The details of the Awards and Accolades are given in the companyâs web-site at http://www.uflexltd.com.
PERSONNEL
Personnel relations with all employees remained cordial and harmonious throughout the year. Your Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Directors express their gratitudeâs and thanks to all the Indian and International Financial Institutions & Banks, Government Authorities both India & overseas where companyâs operations are carried out. Shareholders, Customers, Suppliers and other Business Associates for their continued co-operation and patronage.
For & On behalf of the Board
Ashok Chaturvedi
Place : NOIDA Chairman & Managing Director
Dated : 30th May, 2017 (DIN 00023452)
Mar 31, 2016
The Directors have pleasure in presenting this Twenty Seventh Annual
Report together with the Standalone & Consolidated Audited Financial
Statements of the Company for the financial year ended 31st March,
2016.
FINANCIAL RESULTS
The summarized financial results for the year ended 31st March, 2016
and for the previous year ended 31st March, 2015 are as follows:
[Rs. in Crores]
Consolidated Standalone
Year Ended Year Ended
2016 2015 2016 2015
Revenue 6105.84 6180.34 3487.45 3327.17
from
Operations
Other Income 38.96 21.06 38.22 61.29
Total 6144.80 6201.40 3525.67 3388.46
Revenue
Profit before 841.24 752.68 508.96 435.96
Finance Cost,
Depreciation & Tax
Finance Cost 176.98 186.93 108.97 116.46
Depreciation 285.53 279.40 166.99 163.94
Profit before 378.73 286.35 233.00 155.56
Tax
Less: Tax 62.80 30.85 33.32 13.58
Expenses
Profit for the 315.93 255.50 199.68 141.98
year
Less: Minority 3.10 0.74 0 0
Interest
Profit after 312.83 254.76 199.68 141.98
Minority
Interest
During the year under review, your Company has achieved consolidated
total revenue and net profit of Rs. 6144.80 crore and Rs. 315.93 crore
respectively as against total revenue and net profit of Rs. 6,201.40
crore and Rs. 255.50 crore respectively during the previous financial
year ended 31st March, 2015.
Further, your Company has achieved standalone total revenue of Rs.
3525.67 crore and net profit of Rs. 199.68 crore as against total
revenue of Rs. 3,388.46 crore and net profit of Rs. 141.98 crore during
the previous financial year ended 31st March, 2015.
The comprehensive details of performance of the Company has been given
in the Management Discussion and Analysis Report appended hereto.
The Details of financial performance of all subsidiaries, associates
and joint ventures are contained in Note No. 38 of the Notes to
Accounts to the Consolidated Financial Statements.
TRANSFER TO RESERVES
An amount of Rs. 19.97 crore has been transferred to General Reserve
for the Financial Year ended 31st March 2016.
TRANSFER OF UNCLAIMED DIVIDEND
An amount of Rs. 20,01,476/- (Rupees Twenty Lac One Thousand Four
Hundred Seventy Six only) was transferred to Investor Education and
protection Fund (IEpF) during the year under review.
DIVIDEND
Your Directors are pleased to recommend a dividend @ Rs. 3.20 per share
for the financial year ended March 31, 2016 after considering future
needs of the company for growth.
The dividend, if approved at the forthcoming Annual General Meeting
will be paid to Members whose names appear in the Register of Members
as on 26th July, 2016. In respect of shares held in dematerialized
form, it will be paid to those Members whose names are furnished by
National Securities Depository Limited and Central Depository Services
(India) Limited as beneficial owner.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company.
SHARE CAPITAL
The paid-up equity share capital outstanding as on 31st March, 2016 was
Rs.72.21 Crore. During the year under review, the Company has neither
issued Shares with Differential Voting Rights nor granted Stock Options
nor Sweat Equity.
As on 31st March, 2016 none of the Directors of the Company except the
following held shares or convertible instruments of the Company:
Mr. Ashok Chaturvedi, CMD 12,64,533
Equity Shares
Mr. M.G. Gupta, Director 8,061
Equity Shares
The outstanding GDRs represent 5465840 shares as on 31.03.2016, which
are nearly 7.57% of the Subscribed Share Capital of the Company. The
GDRs have been converted into Equity Shares w.e.f. 25.04.2016. Due to
said conversion, there will no further impact on the Equity Share
Capital of the Company as the underlying shares representing
outstanding GDRs have already been included in the Equity Share
Capital.
FIXED DEPOSITS
The company neither had any fixed deposits outstanding as at 31st March
2016 nor fresh/renewal of deposits were accepted during the financial
year 2015-2016. There were no unclaimed deposits as at March 31, 2016.
DIRECTORS
The Board of Directors expressed their deep sorrow and grief on the sad
demise of fellow member on the Board, Mr. Ravi Kathpalia, who left for
heavenly abode on 16th December, 2015.
During the year, Mr. Amitava Ray (DIN: 00184143) has been appointed as
a Whole-time Director on the Board of the Company w.e.f. 2nd February,
2016. Your Directors welcome Mr. Ray on the Board of the Company. His
appointment has also been approved by the members of the company
through postal Ballot.
During the year, Mr. S.K. Kaushik (DIN: 0027035) has resigned from the
Directorship of the Company w.e.f. 2ndFebruary, 2016. The Board of
Directors placed on record their appreciations for the valuable
contribution made by Mr. S.K. Kaushik.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Ashok Chaturvedi, Chairman
& Managing Director (DIN 00023452) of the Company retire by rotation
and being eligible, offers himself for reappointment. The brief resume
and other details as required under Securities & Exchange of Board of
India (Listing Obligations and Disclosure Requirements), Regulations
2015 are provided in the Notice of Annual General Meeting of the
Company.
All Independent Directors of your Company have given declarations
confirming that they meet the criteria of Independence as prescribed
both under the Act and Securities & Exchange of Board of India (Listing
Obligations and Disclosure Requirements), Regulations 2015.
RELATIONSHIP BETWEEN DIRECTORS INTER- SE
None of the Directors are related to each other within the meaning of
the term "relative" as per Section 2(77) of the Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Executives of
the Company, subject to disclosures in the Annual Accounts and also on
the basis of the discussion with the Statutory Auditors/ Internal
Auditors of the Company from time to time, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
a. that in the preparation of the annual accounts for the year ended
31st March, 2016, the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
b. that the Company has selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2016 and of the Profit of the Company
for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. that the annual accounts have been prepared on a going concern
basis;
e. that proper Internal Financial Controls were in place and that the
financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
The Company''s Internal Auditors have conducted periodic audit to
provide reasonable assurance that the Company''s established policies
and procedures have been followed. The Audit Committee constituted by
the Board reviewed the internal controls and financial reporting issues
with Internal Auditors and Statutory Auditors.
STATUTORY AUDIT & AUDITORS
The Statutory Auditors of the Company, M/s. Vijay Sehgal & Co.,
Chartered Accountants, Delhi (Firm Registration No.000374N), were
appointed as Statutory Auditors by the members for three years. Their
appointment would be ratified at the ensuing Annual General Meeting.
The Report of the Auditors on the financial statements including
relevant notes on the accounts for the Financial Year ended 31/03/2016
are self-explanatory and therefore do not call for any further
comments.
During the year under review, the Auditors had not reported any matter
under Section 143(12) of the Companies Act, 2013, therefore no detail
is required to be disclosed under Section 134(3) of the Act.
Internal Auditors
The Board of Directors of your Company has re-appointed M/s. Jain
Singhal & Associates, Chartered Accountants, New Delhi (Firm
Registration No.005839N) as Internal Auditors pursuant to the
provisions of Section 138 of the Companies Act, 2013 for the financial
year 2016-2017.
Cost Auditors
The Board of Directors of your Company has re- appointed M/s. Jitender,
Navneet & Co., Delhi, Cost Accountants (Firm Registration No.00119) as
Cost Auditors of the Company for the financial year 2016- 2017.
Secretarial Auditors
The Board had re-appointed M/s Mahesh Gupta & Co., practicing Company
Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of
Section 204 of the Companies Act, 2013. The Report of the Secretarial
Auditor is annexed to the Report as per Annexure ''A''.
SUBSIDIARY COMPANIES
Flex Middle East FZE, UAE, UFlex Europe Limited, UK, UFlex packaging
Inc., USA, Flex p. Films (Brasil) Comercio De Films plasticosLtda, UpET
Holdings Ltd., Mauritius, UTech Developers Limited, India and USC
Holograms pvt. Ltd., India are Subsidiary Companies u/s 2(87) of the
Companies Act, 2013. Further, UpET (Singapore) pte. Ltd., Singapore,
Flex Americas, S.A. de C.V., Mexico, Flex p. Films (Egypt) S.A.E,
Egypt, Flex Films Europa Sp.zo.o., poland, Flex Films (USA) Inc., SD
Buildwell pvt. Ltd., and Flex Industries private Limited (upto 14th
January, 2016) are step-down subsidiaries of the Company.
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company, who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company. The Consolidated Financial Statements presented
by the Company include the financial results of its Subsidiary
Companies & Associate Companies.
Financial position of each of the Subsidiaries is provided in a
separate statement attached to the Financial Statement pursuant to
first proviso to Section 129(3) of the Companies Act, 2013.
Consolidated Financial Statements
In accordance with the Accounting Standard-21, Consolidated Financial
Statements read with Accounting Standard-27 on Financial Reporting of
Interest in Joint Ventures and Accounting Standard-23 on ''Accounting
for Investments in Associates'' issued by the Institute of Chartered
Accountants of India, your Directors have pleasure in attaching the
consolidated financial statements, which form part of the Annual Report
& Accounts.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of Section 135 of Companies Act,
2013, your Company has a Corporate Social Responsibility (CSR)
Committee, which comprises Mr. M.G. Gupta, Chairman, Mr. Achintya
Karati, Member and Mr. Amitava Ray, Member. The terms of reference of
the Corporate Social Responsibility (CSR) Committee is provided in the
Corporate Governance Report. Your Company has also formulated a
Corporate Social Responsibility policy (CSR policy) which is available
on the website of the Company at http://www.uflexltd.com/pdf/
policies/UFLEX -CSR-policy.pDFpolicies.
Annual report on CSR activities as required under the Companies
(Corporate Social Responsibility policy) Rules, 2014 has been appended
as Annexure -"B" and forms integral part of this Report.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under SEBI (Listing of
Obligations and Disclosure Requirements) Regulation 2015 with the Stock
Exchanges.
A separate Report on Corporate Governance along with Report on
Management Discussion and Analysis is enclosed as part of this Report
as Annexure ''C'' & ''D''.
Disclosure under Companies Act, 2013
(i) Extracts of Annual Return
The details forming part of the Extracts of Annual Return is annexed as
per Annexure ''E''.
(ii) Meetings
During the year, Four Board Meetings and Four Audit Committee Meetings
were convened and held. The details of which are given in Corporate
Governance Report appended hereto.
(iii) Composition of Audit Committee
The Board has constituted a Audit Committee, which comprises of Mrs.
Indu Liberhan as the Chairperson and Mr. M.G. Gupta, Mr. A. Karati and
Mr. Amitava Ray as the Members. More details about the Committee are
given in the Corporate Governance Report appended hereto.
(iv) Related Party Transactions
All related party transactions are negotiated on an arms-length basis
and are in ordinary course of business. Therefore, the provisions of
Section 188(1) of the Companies Act, 2013 are not applicable. However,
suitable disclosure as required by the Accounting Standards (AS18) has
been made in the notes to the Financial Statements.
The Related party Transactions policy as approved by the Board is
uploaded on the Company''s website: www.uflexltd.com. at the weblink
http://www.uflexltd.com/Policy-on- Related-party-Transactions.asp
(v) Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
accompanying Financial Statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by any Regulator or
Court, which would impact the going concern status of the Company and
its future operations.
INTERNAL FINANCIAL CONTROLS
A detailed note has been provided under Management Discussion and
Analysis Report appended hereto.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
Fraud-free and corruption-free work culture has been the core of the
Company'' functioning. In view of the potential risk of fraud and
corruption due to rapid growth and geographical spread of operations,
the company has put even greater emphasis to address this risk.
To meet this objective, a Whistle Blower policy has been laid down. The
same policy as approved by the Board was uploaded on the Company''s
website www.uflexltd.com at weblinkhttp://www.uflexltd.com/
Whistle-Blower-policy.asp
BOARD EVALUATION
pursuant to the provisions of the Companies Act, 2013 and under
Securities & Exchange of Board of India (Listing Obligations and
Disclosure Requirements), Regulations 2015, the Board has carried out
an Annual performance Evaluation of its own performance and all the
Directors individually.
The evaluation of Non-Independent Directors, Chairman and the Board as
a whole was done at a separate meeting by the Independent Directors.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. There were no
complaint received from any employee during the financial year 2015-
2016 and hence no complaint is outstanding as on 31.03.2016 for
redressal.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT
There has been no material change and commitments occurred, between the
end of the financial year of the Company i.e. 31st March, 2016 and the
date of this report affecting financial position of the Company.
RISK MANAGEMENT POLICY
Risk Management is a very important part of any business. Company''s
Risk Management policy divides Risk into two broad categories; one Risk
Associated at the Transactional Level and the other Risk Associated at
the Decision Making Level.
In respect of the Risk Associated at Transactional Level, the company
has appropriate control mechanism and operating effectiveness of the
Internal Financial Controls and Legal Compliance System.
The company has created appropriate structures with proper delegation
of duties and responsibilities of employee at each level on enterprise
basis for compliances thereof.
In respect of Risk Associated at Decision Making level like political,
social & economic, market, technology, capital structure, foreign
exchange & interest rate, they are evaluated before taking any
strategic & financial decisions.
Adequacy and operative effectiveness of the Internal Financial Control
and Legal Compliance System are periodically reviewed by the
management, Internal Auditors, statutory auditors and the Audit
Committee.
INTERNAL POLICY ON REMUNERATION
The company has Internal Remuneration policy for Directors, Key
Management personnel and Senior Management personnel. The policy takes
into account several factors like age, qualification, years of
experience in the industry/ functional area and business management,
present emoluments and other qualitative factors such as leadership
qualities, communication skills, and performance track record. The aim
is to ensure that the company attracts and retains competent people.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial personnel)
Rules, 2014 in respect of employees of the Company will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees'' particulars which is available
for inspection by the Members at the Registered Office of the Company
during business hours on working days of the Company up to the date of
the ensuing Annual General Meeting. Member interested in obtaining a
copy thereof, may write to the Company Secretary in this regard.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial personnel) Rules, 2014 are
provided as per Annexure ''F''.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, is annexed as "Annexure ''G''.
AWARDS
During the year under review, your Company received 32 awards and
Accolades conferred by reputable organizations based out of India and
overseas. The details of the Awards and Accolades are given in the
company''s web-site at http://www.uflexltd.com:
PERSONNEL
personnel relations with all employees remained cordial and harmonious
throughout the year. Your Directors wish to place on record their
sincere appreciations for the continued, sincere and devoted services
rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Directors express their gratitudes and thanks to all the Indian and
International Financial Institutions & Banks, Government Authorities
both India & overseas where company''s operations are carried out.
Shareholders, Customers, Suppliers and other Business Associates for
their continued co-operation and patronage.
For & On behalf of the Board
Ashok Chaturvedi
place : NOIDA Chairman & Managing Director
Dated :27th May, 2016 (DIN 00023452)
Mar 31, 2015
To the Members,
The Directors have pleasure in presenting this Twenty-sixth Annual
Report together with the Audited Accounts of the Company for the
financial year ended 31st March, 2015.
WORKING RESULTS
The summarized financial results for the year ended 31st March, 2015
and for the previous year ended 31st March, 2014 are as follows:
[Rs. In Lacs]
Consolidated
Year ended
2015 2014
gross Sales & Job work 672715 637280
Net Sales & Job work 603311 571061
Revenue from 618034 586325
Operations
Other Income 1661 2863
Profit before Finance 75268 71714
Cost, Depreciation & tax
Finance Cost 18693 23331
Depreciation 27940 26708
Profit before Tax 28635 21675
Less: Tax Expenses 3085 1512
Add : Minority Interest -74 1
Profit for the year 25476 20164
[Rs. In Lacs]
Standardlone
Year ended
2015 2014
gross Sales & Job work 392299 371901
Net Sales & Job work 323013 305682
Revenue from 332717 317927
Operations
Other Income 6129 8125
Profit before Finance
Cost, Depreciation & tax 43596 47273
Finance Cost 11646 16723
Depreciation 16394 14681
Profit before Tax 15556 15869
Less: Tax Expenses 1358 2933
Add : Minority Interest 0 0
Profit for the year 14198 12936
year in retrospect
During the year under review, your Company achieved on consolidated
basis total revenue of Rs. 6,20,140 lacs including other income of
Rs.1,661 lacs and share in profit of associate of Rs. 445 lacs as
against total revenue of Rs.5,89,676 lacs including other income of
Rs.2,863 lacs and share in profit of associate of Rs.488 lacs of the
previous financial year ended 31st March, 2014. The profit for the year
ended 31st March, 2015 at Rs.25,476 lacs was higher than the previous
financial year ended March, 2014 at Rs.20,164 lacs.
Further, your Company achieved on Standalone basis total revenue of Rs.
3,38,846 lacs including other income of Rs. 6,129 lacs as against total
revenue of Rs.3,26,052 lacs including other income of Rs.8,125 lacs of
the previous financial year ended 31 st March, 2014. The profit for the
year ended 31st March, 2015 at Rs. 14,198 lacs was higher than the
previous financial year ended March, 2014 at Rs.12,936 lacs.
The operational performance of the Company has been comprehensively
covered in the Management Discussion and Analysis Report.
DIVIDEND
In view of the future needs of funds for growth of the Company and also
the overall sluggish economic environment, your Directors are pleased
to recommend a dividend @ Rs. 2.70 per share for the financial year
ended March 31,2015. The dividend, if approved at the forthcoming
Annual General Meeting will be paid to Members whose names appear in
the Register of Members as on 14th July, 2015. In respect of shares
held in dematerialized form, it will be paid to those Members whose
names are furnished by National Securities Depository limited and
Central Depository Services (India) Limited as beneficial owner.
SHARE CAPITAL
The paid-up equity share capital as on 31st March, 2015 was Rs.72.21
Crore. During the year under review, the Company has neither issued
Shares with Differential Voting Rights nor granted Stock Options nor
Sweat Equity. As on 31st March, 2015 none of the Directors of the
Company held shares or convertible instruments of the Company except
Mr. Ashok Chaturvedi, Chairman & Managing Director who held 1264533
equity shares and Mr. M.G. Gupta, Director who held 8061 equity shares.
FIXED DEPOSITS
No fresh/renewal of deposits were accepted during the financial year
2014-2015. There were no unclaimed deposits as at March 31,2015.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr Ashok Chaturvedi, Chairman &
Managing Director (DIN 00023452) of the Company retire by rotation and
being eligible, offers himself for reappointment.
During the year, Mr Tara Sankar Sudhir Bhattacharya (Din 00157305) has
been appointed as an Additional Director on the Board of the Company
w.e.f. 14th February, 2015.
Mrs. Indu liberhan (DIN 3341420) has also been appointed as an
Additional Director on the Board of the Company w.e.f. 28th May, 2015.
your Directors welcome Mr. Bhattacharya and Mrs. liberhan on the Board
of the Company.
All the Independent Directors have given Declarations that they meet
criteria of Independence as laid down u/s 149(6) of the Companies Act,
2013 and Clause No. 49 of the listing Agreement.
Brief resume of the above Directors proposed to be appointed /
re-appointed, nature of their expertise in specific functional areas
and the name of the public companies in which they hold the
Directorship and the Chairmanship/membership of the Committees of the
Board, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges, are given as Annexure to the Notice convening the
Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Executives of
the Company, subject to disclosures in the Annual Accounts and also on
the basis of the discussion with the Statutory Auditors/ Internal
Auditors of the Company from time to time, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013:
a. that in the preparation of the Annual Financial Statements for the
year ended 31st March, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any;
b. that the Company has selected such accounting policies and applied
consistently and judgements and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2015 and of the Profit of
the Company for the year ended on that date;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. that the annual financial statements have been prepared on a
on-going concern basis;
e. that proper Internal Financial Controls were in place and that the
financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
The Company''s Internal Auditors have conducted periodic audit to
provide reasonable assurance that the Company''s established policies
and procedures have been followed. The Audit Committee constituted by
the Board reviews the internal control and financial reporting issues
with Internal Auditors.
AUDITORS & AUDIT
The Statutory Auditors of the Company, M/s. Vijay Sehgal & Co.,
Chartered Accountants, Delhi (Firm Registration No.000374N), who were
appointed as Statutory Auditors by the members for three years. Their
appointment would be ratified at the ensuing Annual General Meeting.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
Internal Auditors
The Board of Directors of your Company has re-appointed M/s. Jain
Singhal & Associates, Chartered Accountants, New Delhi (Firm
Registration No.005839N) as Internal Auditors pursuant to the
provisions of Section 138 of the Companies Act, 2013 for the financial
year 2015-2016.
Cost Auditors
The Board of Directors of your Company has re- appointed M/s. Jitender,
Navneet & Co., Delhi, Cost Auditors (Firm Registration No.00119) as
Cost Auditors of the Company for the financial year 2015-2016.
Secretarial Auditors
The Board had appointed M/s Mahesh Gupta & Co., Practicing Company
Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of
Section 204 of the Companies Act, 2013. The Report of the Secretarial
Auditor is annexed to the Report as per Annexure ''A''. There is a
qualification in the Report that Company did not appoint Woman Director
upto 31st March, 2015.
The Management clarified that, it was in search for appointment of a
Woman Director on the Board of the Company and appointed Mrs. Indu
Liberhan as Woman Director w.e.f. 28th May, 2015.
SUBSIDIARY COMPANIES
Flex Middle East FZE, UAE, UFlex Europe Limited, UK, UFlex Packaging
Inc., USA, Flex P Films (Brasil) Comercio De Films Plasticos Ltda, UPET
Holdings Ltd., Mauritius, UTech Developers Limited, India and USC
Holograms Pvt. Ltd., India are Subsidiary Companies u/s 2(87) of the
Companies Act, 2013. Further, UPET (Singapore) Pte. Ltd., Singapore,
Flex Americas, S.A. de C.V., Mexico, Flex P. Films (Egypt) S.A.E,
Egypt, Flex Films Europa Sp z o.o., Poland, Flex Films (USA) Inc., SD
Buildwell Pvt. Ltd., India and Flex Industries Private Limited, India
are step- down subsidiaries of the Company.
In accordance with the General Circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company, who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company. The Consolidated Financial Statements presented
by the Company include the financial results of its Subsidiary
Companies & Associate Companies.
Financial position of the each of the Subsidiaries is provided in a
separate statement attached to the Financial Statement pursuant to
first proviso to Section 129(3) of the Companies Act, 2013.
Consolidated Financial Statements
In accordance with the Accounting Standard-21, Consolidated Financial
Statements read with Accounting Standard-27 on Financial Reporting of
Interest in Joint Ventures and Accounting Standard-23 on ''Accounting
for Investments in Associates'' issued by the Institute of Chartered
Accountants of India, your Directors have pleasure in attaching the
consolidated financial statements, which form part of the Annual Report
& Accounts.
CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act, 2013 and the Companies
(Corporate Social Responsibility) Rules, 2014 read with various
clarifications issued by the Ministry of Corporate Affairs, every
Company having the net worth of Rs.500 crores or more or turnover of
Rs.1000 crores or more or net profit of Rs.5 crore or more during any
financial year have to spend at least 2% of the average net profit of
the Company made during the three immediately preceding financial
years.
Accordingly, the Company has to do a CSR Activity for an amount of Rs.
328.47 lacs based on the average profits of the three preceding
financial years. However, the Company has spent Rs. 149.97 lacs upto
31st March, 2015. For the balance amount, the Company has not been able
to identify any other CSR Activity covered under Schedule VII of the
Companies Act, 2013 for a time being which can be undertaken by the
Company on sustained basis. Accordingly, the balance amount shall be
incurred by the Company in future.
A Report on CSR Activities is annexed herewith as an Annexure ''B''.
corporate GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreement with the Stock Exchanges.
A separate Report on Corporate Governance along with Report on
Management Discussion and Analysis is enclosed as part of the Annual
Report.
Disclosure under Companies Act, 2013
(i) Extracts of Annual Return
The details forming Part of the Extracts of Annual Return is annexed as
per Annexure ''C''.
(ii) Meetings
During the year, Five Board Meetings and Four Audit Committee Meetings
were convened and held. The details of which are given in Corporate
Governance Report.
(iii) Composition of Audit Committee
The Board has constituted a Audit Committee, which comprises of Mr.
Ravi Kathpalia as the Chairman and Mr. M.G. Gupta, Mr. A. Karati and
Mr. S.K. Kaushik as the Members. More details about the Committee are
given in the Corporate Governance Report.
(iv) Related Party Transactions
None of the transactions with any of related parties were in conflict
with the Company''s interest. Suitable disclosure as required by the
Accounting Standards (AS18) has been made in the notes to the Financial
Statements.
All related party transactions are negotiated on an arms-length basis
and are ordinary course of business. Therefore, the provisions of
Section 188(1) of the Companies Act, 2013 are not applicable.
The Related party Transactions policy as approved by the Board is
uploaded on the Company''s website www.uflexltd.com. at the weblink
http:// www.uflexltd.com/Policy-on-Related-Party- Transactions.asp
The details of the transaction with Related Party are provided in the
accompanying financial statements.
(v) Particulars of Loans, Guarantees and Investments
Details of Loans, Guarantees and Investments covered under the
Provisions of Section 186 of the Companies Act, 2013 are given in the
accompanying Financial Statements.
significant and material orders passed BY the REGULATORS OR COURTS
There are no significant, material orders passed by the Regulators or
Courts, which would impact the going concern status of the Company and
its future operations
INTERNAL FINANCIAL CONTROL
A detailed note has been provided under Management Discussion and
Analysis Report.
VIGIL MECHANISM AND wHISTLE BLOwER POLICY
Fraud-free and corruption-free work culture has been the core of the
Company'' functioning. In view of the potential risk of fraud and
corruption due to rapid growth and geographical spread of operations,
the company has put even greater emphasis to address this risk.
To meet this objective, a Whistle Blower Policy has been laid down. The
same policy as approved by the Board was uploaded on the Company''s
website www.uflexltd.com at weblink http://www.uflexltd.com/
Whistle-Blower-Policy.asp
BOARD EVALUATION
Pursuant to the Provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an Annual Performance
Evaluation of its own performance and the Directors individually.
The manner of evaluation of Non-Independent Directors, Chairman and the
Board as a whole was done at a separate meeting held by Independent
Directors.
The performance evaluation of Independent Directors was done by entire
Board, excluding Directors being evaluated.
DISCLOSURE UNDER SEXUAL HARASSMENT OF wOMEN AT wORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. There were no
complaint received from any employee during the financial year 2014-
2015 and hence no complaint is outstanding as on 31.03.2015 for
redressal.
REMUNERATION Policy
The Board has framed a Policy for selection of and appointment of
Directors, Senior Management and their Remuneration.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company will be provided
upon request. In terms of Section 136 of the Act, the Report and
Accounts are being sent to the Members and others entitled thereto,
excluding the information on employees'' particulars which is
available for inspection by the Members at the Registered Office of the
Company during business hours on working days of the Company up to the
date of the ensuing Annual General Meeting. Member interested in
obtaining a copy thereof, may write to the Company Secretary in this
regard.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
provided as per Annexure ''D''.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014, is annexed herewith as "Annexure ''E''.
AwARDS
During the year under review, your Company received many awards and
felicitations conferred by reputable organizations.
UFLEX has been conferred the prestigious Plasticon Gold Award for 2015
in the Conservation of Energy, Materials and Ecology (Green Initiative)
category. The award is given out by Plastindia foundation based on a
competition to coincide with the staging of the triennial Plastindia
show, which is one of the world''s largest and most important
international trade shows on Plastics. The Plasticon Award is the most
prestigious and well-known accolade in the Indian Plastics industry.
UFLEX has won three prestigious AIMCAL Awards in this year''s annual
competition. The Awards were announced and handed over during
AlMCAL''s Annual Meeting held in March, 2015.
The Award winning packs were :
- Food and Beverage - Technical
Category : SPARKLE Innolock Stand-up Pouch
- Food and Beverage - Marketing
Category: PARAS Ghee Pouch
- Nonfood - Technical
Category : HIRA Pouch with Multilens
PERSONNEL
Personnel relations with all employees remained cordial and harmonious
throughout the year. Your Directors wish to place on record their
sincere appreciation for the continued, sincere and devoted services
rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to the domestic and
international Financial Institutions & Banks, Government Authorities
both India & overseas particularly in the states of Uttar Pradesh,
Madhya Pradesh and Jammu & Kashmir, Jafza (Dubai), Six October City
(Egypt), Kentucky & New Jersey (USA), London (UK), Kaliska (Poland),
Tamaulipas (Mexico) & Brazil, Shareholders, GDR holders, Customers,
Suppliers and other Business Associates for their continued
co-operation and patronage.
For & On behalf of the Board
Ashok Chaturvedi
Place : NOIDA Chairman & Managing Director
Dated : 28th May, 2015 (DIN 00023452)
Mar 31, 2014
The Directors have pleasure in presenting this Twenty-fifth Annual
Report together with the Audited Accounts of the Company for the
financial year ended 31st March, 2014.
WORKING RESULTS
The summarized financial results for the year ended 31st March, 2014 and
for the previous year ended 31st March, 2013 are as follows:
[Rs. In lacs]
Consolidated Standalone
year ended year ended
2014 2013 2014 2013
gross Sales & Job 626553 560015 369167 367278
work
Net Sales & Job 560335 495643 302948 302906
work
Revenue from 586325 516108 317927 315637
Operations
Other Income 2863 1908 8125 2403
Profit before 71714 67468 47273 49693
Finance Cost,
Depreciation & tax
Finance Cost 23331 22969 16723 17478
Depreciation 26708 23599 14681 14683
Profit before Tax 21675 20900 15869 17532
less: Tax Expenses 1512 1863 2933 3685
Add: Minority 0.94
Interest
Profit for the year 20164 19037 12936 13847
YEAR IN RETROSPECT
During the year under review, your Company achieved on consolidated
basis total revenue of Rs.5,89,676 lacs including other income of
Rs.2,863 lacs and share in profit of associate of Rs.488 lacs as against
total revenue of Rs.5,18,279 lacs including other income of Rs.1,908
lacs and share in profit of associate of Rs.263 lacs of the previous
financial year ended 31st March, 2013. The profit for the year ended 31st
March, 2014 at Rs.20,164 lacs was higher than the previous financial
year ended March, 2013 at Rs.19,037 lacs.
Further, your Company achieved on standalone basis total revenue of
Rs.3,26,052 lacs including other income of Rs.8,125 lacs as against
total revenue of Rs.3,18,040 lacs including other income of Rs.2,403
lacs of the previous financial year ended 31st March, 2013. The profit
for the year ended 31st March, 2014 at Rs.12,936 lacs was lower than the
previous financial year ended March, 2013 at Rs.13,847 lacs.
The operational performance of the Company has been comprehensively
covered in the Management Discussion and Analysis Report.
DIVIDEND
In view of the future needs of funds for growth of the Company and also
the overall sluggish economic environment, your Directors are pleased
to recommend a dividend @ Rs. 2.50 per share for the financial year ended
March 31, 2014. The dividend, if approved at the forthcoming Annual
General Meeting will be paid to Members whose names appear in the
Register of Members as on 3rd August, 2014. In respect of shares held
in dematerialized form, it will be paid to those Members whose names
are furnished by national Securities Depository limited and Central
Depository Services (India) limited as beneficial owner as on 3rd
August, 2014.
FIXED DEPOSITS
no fresh/renewal of deposits were accepted during the financial year
2013-2014. There were no unclaimed deposits as at March 31, 2014.
DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Shri S.K. Kaushik, Director
(DIN 00027035) of the Company retire by rotation and being eligible,
offer himself for reappointment.
According to Section 149 and other applicable provisions of the
Companies Act, 2013, your Directors are seeking appointment of Shri
Ravi Kathpalia (DIN 00023576), Shri M.G. Gupta (DIN 00023524) and Shri
A. Karati (DIN 00024412) as Independent Directors for five consecutive
years for a term up to 31st March, 2019.
IFCI limited withdrew the nomination of Shri Shivendra Tomar (DIN
03174406) from the Board of the Company and nominated Shri Vijay Kumar
Gupta (DIN 06806431) as their new nominee on the Board of the Company
w.e.f. 30th May, 2014. your Directors while welcoming Shri Gupta on the
Board of the Company also took the opportunity to place on record their
appreciation for the valuable services rendered by Shri Shivendra Tomar
during his tenure as Director of the Company.
Brief resume of the above Directors proposed to be re-appointed, nature
of their expertise in specific functional areas and the name of the
public companies in which they hold the Directorship and the
Chairmanship/membership of the Committees of the Board, as stipulated
under Clause 49 of the listing Agreement with the Stock Exchanges, are
given as Annexure to the notice convening the Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Executives of
the Company, subject to disclosures in the Annual Accounts and also on
the basis of the discussion with the Statutory Auditors/ Internal
Auditors of the Company from time to time, we state as under:
i) that in the preparation of the annual accounts for the financial year
ended 31st March, 2014 the applicable accounting standards have been
followed and that there has been no material departures.
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgment and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review.
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) that the Directors have prepared the annual accounts on a going
concern basis.
The Company''s Internal Auditors have conducted periodic audit to
provide reasonable assurance that the Company''s established policies
and procedures have been followed. The Audit Committee constituted by
the Board reviews the internal control and financial reporting issues
with Internal Auditors.
AUDITORS & AUDIT
The Statutory Auditors of the Company, M/s. Vijay Sehgal & Co.,
Chartered Accountants, Delhi (Firm Registration no.000374n), retire at
the ensuing Annual General Meeting and has confirmed their eligibility
and willingness to accept office, if re- appointed. The Audit Committee
and the Board of Directors recommends the re-appointment of M/s. Vijay
Sehgal & Co., Chartered accountants, as the Auditors of the Company for
a period of three years.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
Internal Auditors
The Board of Directors of your Company has re-appointed M/s. Jain
Singhal & Associates, Chartered Accountants, new Delhi (Firm
Registration no.005839n) as Internal Auditors pursuant to the
provisions of Section 138 of the Companies Act, 2013 for the financial
year 2014-2015.
Cost Auditors
M/s. Jitender, navneet & Co., Delhi, Cost Auditors (Firm Registration
no.00119) were appointed as Cost Auditors of the Company for the
financial year 2013-2014. Further the Board of Directors has re-
appointed them as Cost Auditors for the financial year 2014-2015.
Secretarial Auditors
The Board of Directors of your Company has appointed M/s Mahesh Gupta &
Co., practicing Company Secretary, Delhi as Secretarial Auditor
pursuant to the provisions of Section 204 of the Companies Act, 2013
for the financial year 2014-2015.
SUBSIDIARY COMPANIES
pursuant to Section 212 of the Companies Act, 1956, Flex America Inc.
USA, Flex Middle East FZE, UAE, UFlex Europe Limited, UK, Ufex
Packaging Inc., USA, Flex p. Films (Brasil) Comercio De Filmes
plasticos ltda, UpET Holdings ltd., Mauritius and UTech Developers
limited, India are Subsidiary Companies. Further, UpET (Singapore) pte.
ltd., Singapore, Flex Americas, S.A. de C.V., Mexico, Flex p. Films
(Egypt) S.A.E, Egypt, Flex Films Europa Sp z o.o., poland, Flex Films
(USA) Inc., SD Buildwell pvt. ltd., India & USC Holograms pvt. ltd.,
India are subsidiaries of the Company in terms of Section 4(1) (c) of
the Companies Act, 1956.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company, who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered Office
of the Company. The Consolidated Financial Statements presented by the
Company include the financial results of its Subsidiary Companies, Joint
Venture & Associate Company.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard-21, Consolidated Financial
Statements read with Accounting Standard-27 on Financial Reporting of
Interest in Joint Ventures and Accounting Standard-23 on ''Accounting
for Investments in Associates'' issued by the Institute of Chartered
Accountants of India, your Directors have pleasure in attaching the
consolidated financial statements, which form part of the Annual Report
& Accounts.
CORPORATE GOVERNANCE
your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the listing
Agreement with the Stock Exchanges.
A separate Report on Corporate Governance along with Report on
Management Discussion and Analysis is enclosed as part of the Annual
Report.
STATUTORY DISCLOSURES
None of the Directors of your Company is disqualified as per provision
of Section 274(1)(g) of the Companies Act, 1956. your Directors have
made necessary disclosures as required under various provisions of the
Companies Act, 1956 and Clause 49 of the listing Agreement.
Information as per Section 217(2A) of the Act, read with the Companies
(particulars of Employees) Rules, 1975, as amended from time to time,
forms part of this Report. However, as per the provisions of Section
219(1)(b)(iv) of the Act, the Report and Accounts are being sent to all
the members excluding the statement containing the particulars of
employees to be provided under Section 217(2A) of the Act. Any member
interested in obtaining such particulars may inspect the same at the
Registered Office of the Company or write to the Company Secretary for a
copy.
Information under Section 217(1)(e) of the Companies Act, 1956, read
with Companies (Disclosure of particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure `A forming part of this
Report.
PERSONNEL
personnel relations with all employees remained cordial and harmonious
throughout the year. your Directors wish to place on record their
sincere appreciation for the continued, sincere and devoted services
rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to the domestic and
international Financial Institutions & Banks, Government Authorities
both India & overseas particularly in the states of Uttar pradesh,
Madhya pradesh and Jammu & Kashmir, Jafza (Dubai), Six October City
(Egypt), Kentucky & new Jersey (USA), london (UK), Kaliska (poland),
Tamaulipas (Mexico) & Brazil, Shareholders, GDR holders, Customers,
Suppliers and other Business Associates for their continued
co-operation and patronage.
For & On behalf of the Board
S.k. kaushik Ravi kathpalia
Whole-time Director Director
place : NOIDA
Dated : 30th May, 2014
Mar 31, 2013
To the Members,
The Directors have pleasure in presenting this Twenty- fourth Annual
Report together with the Audited Accounts of the Company for the fi
nancial year ended 31st March, 2013.
WORKING RESULTS
The summarized fi nancial results for the year ended 31st March, 2013
and for the previous year ended 31st March, 2012 are as follows:
[Rs. in lacs]
Consolidated Standalone
Year Ended Year Ended
2013 2012 2013 2012
Gross Sales & Job 560015 500816 367278 357708
Work
Net Sales & Job 495643 438711 302906 295654
Work
Revenue from 516108 451584 315637 307894
Operations
Other Income 1908 2514 2403 2771
Profi t before 67468 68239 49693 47259
Finance Cost,
Depreciation & Tax
Finance Cost 22969 19925 17478 15999
Depreciation 23599 17829 14683 12365
Profit before Tax 20900 30485 17532 18895
Less: Tax Expenses 1863 5035 3685 3936
Add: Minority Interest 52
Profit for the year 19037 25502 13847 14959
YEAR IN RETROSPECT
During the year under review, your Company achieved on consolidated
basis total revenue of Rs. 518279 lacs including other income of
Rs.1908 lacs as against total revenue of Rs.454295 lacs including other
income of Rs.2514 lacs of the previous fi nancial year ended 31st
March, 2012. The profi t for the year ended 31st March, 2013 at
Rs.19037 lacs was lower than the previous fi nancial year ended March,
2012 at Rs.25502 lacs.
Further, your Company achieved on standalone basis total revenue of Rs.
318040 lacs including other income of Rs. 2403 lacs as against total
revenue of Rs.310,665 lacs including other income of Rs.2771 lacs of
the previous fi nancial year ended 31st March, 2012. The profi t for
the year ended 31st March, 2013 at Rs. 13847 lacs was lower than the
previous fi nancial year ended March, 2012 at Rs.14959 lacs.
The operational performance of the Company has been comprehensively
covered in the Management Discussion and Analysis Report.
DIVIDEND
In view of the future needs of funds for expansions & growth of the
Company and also the overall sluggish economic
environment, your Directors are pleased to recommend a dividend @
Rs.2.40 per share for the fi nancial year ended March 31, 2013. The
dividend, if approved at the forthcoming Annual General Meeting will be
paid to Members whose names appear in the Register of Members as on 1st
September, 2013. In respect of shares held in dematerialized form, it
will be paid to those Members whose names are furnished by National
Securities Depository Limited and Central Depository Services (India)
Limited as benefi cial owner as on 1st September, 2013.
FIXED DEPOSITS
No fresh/renewal of deposits were accepted during the fi nancial year
2012-2013. There were no unclaimed deposits as at March 31, 2013.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Shri Ravi Kathpalia and Shri
S.K. Kaushik, Directors of the Company retire by rotation and being
eligible, offer themselves for reappointment.
During the year IFCI withdrew the nomination of Shri N.K. Duggal and
Smt. Manju Jain from the Board of the Company and nominated Shri
Shivendra Tomar as their new nominee on the Board of the Company. Your
Directors while welcoming Shri Tomar on the Board of the Company also
took the opportunity to place on record their appreciation for the
valuable services rendered by Shri N.K. Duggal and Smt. Manju Jain
during their tenure as Directors of the Company.
Shri Achintya Karati has resigned as Nominee Director of ICICI Bank
Limited. However, the Board of Directors of the Company has appointed
him as an Additional Director w.e.f. 30th May, 2013.
Brief resume of the above Directors proposed to be re- appointed,
nature of their expertise in specifi c functional areas and the name of
the public companies in which they hold the Directorship and the
Chairmanship/membership of the Committees of the Board, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges, are
given as Annexure to the Notice convening the Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
On the basis of compliance certifi cates received from the Executives
of the Company, subject to disclosures in the Annual Accounts and also
on the basis of the discussion with the Statutory Auditors/Internal
Auditors of the Company from time to time, we state as under:
i) that in the preparation of the annual accounts for the fi nancial
year ended 31st March, 2013 the applicable accounting standards have
been followed and that there has been no material departures.
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgement and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the fi nancial year and of the
profi t of the Company for the year under review.
iii) that the Directors have taken proper and suffi cient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) that the Directors have prepared the Annual Accounts on a going
concern basis.
The Company''s Internal Auditors have conducted periodic audit to
provide reasonable assurance that the Company''s established policies
and procedures have been followed. The Audit Committee constituted by
the Board reviews the internal control and fi nancial reporting issues
with Internal Auditors.
AUDITORS & AUDIT
The Auditors of the Company M/s. Vijay Sehgal & Co., Chartered
Accountants, Delhi, retire at the forthcoming Annual General Meeting
and being eligible offer themselves for re-appointment. The Company has
received a letter from them to the effect that their appointment, if
made, would be within the prescribed limit under Section 224(1B) of the
Companies Act, 1956.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
COST AUDITORS
M/s. Jitender, Navneet & Co., Delhi, Cost Auditors were appointed as
Cost Auditors of the Company for the fi nancial year 2012-2013. Further
the Board of Directors has appointed them as Cost Auditors for the fi
nancial year 2013-2014.
SUBSIDIARY COMPANIES
Pursuant to Section 212 of the Companies Act, 1956, Flex America Inc.,
USA, Flex Middle East FZE, UAE, UFlex Europe Limited, UK, Flex Films
(USA) Inc., USA, Ufl ex Packaging Inc., USA, Flex P Films (Brasil)
Comercio De Films Plasticos Ltda, Brazil, UPET Holdings Ltd., Mauritius
and UTech Developers Limited, India are Subsidiary Companies. Further,
UPET (Singapore) Pte. Ltd., Singapore, Flex Americas, S.A. de C.V.,
Mexico, Flex P. Films (Egypt) S.A.E, Egypt, TFlex America LLC (USA),
Flex Films Europa Sp Z o.o., Poland & SD Buildwell Pvt. Ltd., India
are subsidiaries of the Company in terms of Section 4(1)(c) of the
Companies Act, 1956.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profi t and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary companies and the
related detailed information to any member of the Company, who may be
interested in obtaining the same. The annual accounts of the
subsidiary companies will also be kept open for inspection at the
Registered Offi ce of the Company. The Consolidated Financial
Statements presented by the Company include the fi nancial results of
its Subsidiary Companies, Joint Venture & Associate Company.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard-21, Consolidated Financial
Statements read with Accounting Standard-27 on Financial Reporting of
Interest in Joint Ventures and Accounting Standard-23 on ÂAccounting
for Investments in Associates'' issued by the Institute of Chartered
Accountants of India, your Directors have pleasure in attaching the
consolidated fi nancial statements, which form part of the Annual
Report & Accounts.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreement with the Stock Exchanges.
A separate Report on Corporate Governance alongwith Report on
Management Discussion and Analysis is enclosed as part of the Annual
Report.
STATUTORY DISCLOSURES
None of the Directors of your Company is disqualifi ed as per provision
of Section 274(1) (g) of the Companies Act, 1956. Your Directors have
made necessary disclosures as required under various provisions of the
Companies Act, 1956 and Clause 49 of the Listing Agreement.
Particulars of employees as required u/s 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended are given in Annexure `A forming part of this Report.
Information under Section 217(1)(e) of the Companies Act, 1956, read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure `B'' forming part of this
Report.
PERSONNEL
Personnel relations with all employees remained cordial and harmonious
throughout the year. Your Directors wish to place on record their
sincere appreciation for the continued, sincere and devoted services
rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to the domestic and
international Financial Institutions & Banks, Government Authorities
both India & overseas particularly in the states of Uttar Pradesh,
Madhya Pradesh and Jammu & Kashmir, Jafza (Dubai), Six October City
(Egypt), Kentucky & New Jersey (USA), London (UK), Kaliska (Poland) &
Tamaulipas (Mexico), Shareholders, GDR holders, customers, suppliers
and other business associates for their continued co-operation and
patronage.
For & On behalf of the Board
Place : NOIDA ASHOK CHATURVEDI
Dated : 30th May, 2013 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in presenting this Twenty- third Annual
Report together with the Audited Accounts of the Company for the
financial year ended 31st March, 2012.
WORKING RESULTS
The summarized financial results for the year ended 31st March, 2012
and for the previous year ended 31st March, 2011 are as follows:
[Rs. in lacs]
Consolidated Standalone
Year Ended Year Ended
2012 2011 2012 2011
Gross Sales & Job 500816 390941 357708 268767
Work
Net Sales & Job 438711 340219 295654 218044
Work
Revenue from 451584 349645 307894 230066
Operations
Other Income 2514 1434 2771 1573
Profit before 68239 114598 47259 63026
Finance Cost,
Depreciation & Tax
Finance Cost 19925 16432 15999 13488
Depreciation 17829 13631 12365 9739
Profit before Tax 30485 84535 18895 39799
Less: Tax Expenses 5035 14853 3936 11597
Add: Minority Interest 52 116 - -
Profit for the year 25502 69798 14959 28202
YEAR IN RETROSPECT
During the year under review, your Company achieved on consolidated
basis total revenue of Rs.454,295 lacs including other income of
Rs.2,514 lacs as against total revenue of Rs.351,241 lacs including
other income of Rs.1,434 lacs of the previous financial year ended
31st March, 2011. The profit for the year ended 31st March, 2012 at
Rs.25,502 lacs was lower than the previous financial year ended March,
2011 at Rs.69,798 lacs.
During the year under review, your Company achieved on standalone basis
total revenue of Rs.310,665 lacs including other income of Rs.2,771
lacs as against total revenue of Rs.231639 lacs including other income
of Rs.1,573 lacs of the previous financial year ended 31st March,
2011. The profit for the year ended 31st March, 2012 at Rs.14,959 lacs
was lower than the previous financial year ended March, 2011 at
Rs.28,202 lacs.
The profits during the financial year 2011 were higher due to
prevailing extra-ordinary market conditions of PET film, giving rise
to abnormal higher prices and margins thereon. Whereas during the
financial year 2012, the PET film market took a u-turn, resulting into
significant drop in prices and margins on PET film thereby dropping
the profitability for the current financial year 2012.
The operational performance of the Company has been comprehensively
covered in the Management Discussion and Analysis Report.
DIVIDEND
In view of the future needs of funds for expansions & growth of the
Company and also the overall sluggish economic environment, your
Directors are pleased to recommend a dividend @ Rs.2/- per share for
the financial year ended March 31, 2012. The dividend, if approved at
the forthcoming Annual General Meeting will be paid to Members whose
names appear in the Register of Members as on 29th August, 2012. In
respect of shares held in dematerialized form, it will be paid to those
Members whose names are furnished by National Securities Depository
Limited and Central Depository Services (India) Limited as beneficial
owner as on 29th August, 2012.
FIXED DEPOSITS
No fresh/renewal of deposits were accepted during the financial year
2011-2012. There were no unclaimed deposits as at March 31, 2012.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Shri S.K. Kaushik and Shri M.G.
Gupta, Directors of the Company retire by rotation and being eligible,
offer themselves for reappointment.
Brief resume of the above Directors proposed to be re- appointed,
nature of their expertise in specific functional areas and the name of
the public companies in which they hold the Directorship and the
Chairmanship/membership of the Committees of the Board, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges, are
given as Annexure to the Notice convening the Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Executives
of the Company, subject to disclosures in the Annual Accounts and also
on the basis of the discussion with the Statutory Auditors/Internal
Auditors of the Company from time to time, we state as under:
i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2012 the applicable accounting standards have
been followed and that there has been no material departures.
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgement and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review.
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) that the Directors have prepared the annual accounts on a going
concern basis.
The Company's Internal Auditors have conducted periodic audit to
provide reasonable assurance that the Company's established policies
and procedures have been followed. The Audit Committee constituted by
the Board reviews the internal control and financial reporting issues
with Internal Auditors.
AUDITORS & AUDIT
The Auditors of the Company M/s. Vijay Sehgal & Co., Chartered
Accountants, Delhi, retire at the forthcoming Annual General Meeting
and being eligible offer themselves for re-appointment. The Company has
received a letter from them to the effect that their appointment, if
made, would be within the prescribed limit under section 224(1B) of the
Companies Act, 1956.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
Members are also requested to refer to the statement under section
215(2) of the Companies Act, 1956 attached to the Financial Statements
in respect of non-signing of same by Chairman and Managing Director of
your Company.
SUBSIDIARY COMPANIES
Pursuant to Section 212 of the Companies Act, 1956, Flex America Inc.,
USA, Flex Middle East FZE, UAE, UFlex Europe Limited, UK, Flex Films
(USA) Inc., USA, UTech Developers Limited, India, Uflex Packaging
Inc., USA and UPET Holdings Ltd., Mauritius are Subsidiary Companies.
Further, UPET (Singapore) Pte. Ltd., Singapore, Flex Americas, S.A. de
C.V., Mexico, Flex P. Films (Egypt) S.A.E, Egypt, TFlex America LLC,
USA, Flex Films Europa Sp z o.o., Poland & SD Buildwell Pvt. Ltd.,
India are subsidiaries of the Company in terms of Section 4(1)(c) of
the Companies Act, 1956.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit and Loss and other documents of the subsidiary companies are
not being attached with the Balance Sheet of the Company. The Company
will make available the Annual Accounts of the subsidiary companies and
the related detailed information to any member of the Company, who may
be interested in obtaining the same. The annual accounts of the
subsidiary companies will also be kept open for inspection at the
Registered Office of the Company. The Consolidated Financial
Statements presented by the Company include the financial results of
its Subsidiary Companies, Joint Venture & Associate Company.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard-21, Consolidated Financial
Statements read with Accounting Standard-27 on Financial Reporting of
Interest in Joint Ventures and Accounting Standard-23 on 'Accounting
for Investments in Associates' issued by the Institute of Chartered
Accountants of India, your Directors have pleasure in attaching the
consolidated financial statements, which form part of the Annual
Report & Accounts.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreement with the Stock Exchanges.
A separate Report on Corporate Governance along with Report on
Management Discussion and Analysis is enclosed as part of the Annual
Report.
STATUTORY DISCLOSURES
None of the Directors of your Company is disqualified as per provision
of Section 274(1) (g) of the Companies Act, 1956. Your Directors have
made necessary disclosures as required under various provisions of the
Companies Act, 1956 and Clause 49 of the Listing Agreement.
Particulars of employees as required u/s 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended are given in Annexure 'A' forming part of this Report.
Information under Section 217(1)(e) of the Companies Act, 1956, read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure 'B' forming part of this
Report.
PERSONNEL
Personnel relations with all employees remained cordial and harmonious
throughout the year. Your Directors wish to place on record their
sincere appreciation for the continued, sincere and devoted services
rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to the domestic and
international Financial Institutions & Banks, Government Authorities
particularly in the states of Uttar Pradesh, Madhya Pradesh and Jammu &
Kashmir, Shareholders, GDR holders, customers, suppliers and other
business associates for their continued co-operation and patronage.
For & On behalf of the Board
S.K. Kaushik Ravi Kathpalia
Whole-time Director Director
Place : NOIDA
Date : 11th July, 2012
Mar 31, 2011
To the Members,
The Directors have pleasure in presenting this Twenty- second Annual
Report together with the Audited Accounts of the Company for the fi
nancial year ended 31st March, 2011.
WORKING RESULTS
The summarized financial results for the year ended 31st March, 2011
and for the previous year ended 31st March, 2010 are as follows:
[Rs. in lacs]
Year ended Year ended
31.03.2011 31.03.2010
Gross Sales & Job Work 274620 186531
Net Turnover 236022 167660
Profit before Interest, 63003 31858
Depreciation, Tax
Interest & Financial Charges 13488 10991
Depreciation 9739 9266
Profit before Tax & 39776 11601
Exceptional Items
(Less): Provision for Taxation
- For Income Tax (10746) (1971)
- For Wealth Tax (21) (17)
(Less): Provision for Deferred (830) (3047)
Tax (Charge)
Add: Mat Credit Entitlement - 1875
Exceptional Items (Net of Tax) - 465
Profit After Tax 28179 8906
Add/(Less): Excess/(Short) Provision
for earlier years
- For Income Tax (21) 36
- For Fringe Benefit Tax - (59)
- For Expenses 43 18
- Diminution in the value of - 139
Investment
Amount available for 28202 9040
Appropriations
YEAR IN RETROSPECT
During the year under review, your Company achieved a net turnover of
Rs.236022 lacs including other income & operating income of Rs.12236
lacs as against net turnover of Rs.167660 lacs including other income &
operating income of Rs.11385 lacs of the previous financial year ended
31st March, 2010. The profit after tax for the year ended 31st March,
2011 at Rs.28179 lacs was higher than the previous financial year
ended March, 2010 at Rs.8906 lacs.
The operational performance of the Company has been comprehensively
covered in the Management Discussion and Analysis Report.
DIVIDEND
Your Directors are pleased to recommend a dividend @ Rs. 7.50 per share
for the financial year ended March 31, 2011. The dividend, if approved
at the forthcoming Annual General Meeting will be paid to Members whose
names appear in the Register of Members as on 10th September, 2011. In
respect of shares held in dematerialized form, it will be paid to those
Members whose names are furnished by National Securities Depository
Limited and Central Depository Services (India) Limited as beneficial
owner as on 10th September, 2011.
FIXED DEPOSITS
No fresh/renewal of deposits were accepted during the financial year
2010-2011. There were Rs. 6000/- unclaimed deposit as at March 31,
2011. Reminder has been sent to one person, who did not claim repayment
of his deposit. The same amount has been deposited with Investor
Education & Protection Fund on 23.07.2011.
DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company Shri M.G. Gupta and Shri Ravi
Kathpalia, Directors of the Company retire by rotation and being
eligible, offer themselves for reappointment.
IFCI withdrew the nomination of Shri Javed Yunus as their nominee from
the Board of Directors of the Company w.e.f. 22nd January, 2011 and
appointed Shri N.K. Duggal as their new Nominee in the Board of the
Company. Your Directors took the opportunity to place on record their
appreciation for the valuable services rendered by Shri Javed Yunus
during his tenure as a Director of the Company.
Shri R.P. Agrawal, Director of the Company, who left for heavenly abode
on 27th September, 2010. Your Directors of the Company express their
deep sorrow and grief on the sad demise of Shri R.P. Agrawal.
Brief resume of the Directors proposed to be re-appointed, nature of
their expertise in specific functional areas and the name of the
public companies in which they hold the Directorship and the
Chairmanship/Membership of the Committees of the Board, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges, are
given as Annexure to the Notice convening the Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Executives
of the Company, subject to disclosures in the Annual Accounts and also
on the basis of the discussion with the Statutory Auditors/Internal
Auditors of the Company from time to time, we state as under:
i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2011, the applicable accounting standards have
been followed and that there has been no material departures.
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgement and estimates that were
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit of the
Company for the year under review.
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) that the Directors have prepared the annual accounts on a going
concern basis.
The Company's Internal Auditors have conducted periodic audit to
provide reasonable assurance that the Company's established policies
and procedures have been followed. The Audit Committee constituted by
the Board reviews the internal control and financial reporting issues
with Internal Auditors.
AUDITORS & AUDIT
The Auditors of the Company M/s. Vijay Sehgal & Co., Chartered
Accountants, Delhi, retire at the forthcoming Annual General Meeting
and being eligible offer themselves for re-appointment. The Company has
received a letter from them to the effect that their appointment, if
made, would be within the prescribed limit under Section 224(1B) of the
Companies Act, 1956.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
SUBSIDIARY COMPANIES
Pursuant to Section 212 of the Companies Act, 1956, Flex America Inc.,
USA, Flex Middle East FZE, UAE, UFlex Europe Limited, UK, UTech
Developers Limited, India, Uflex Packaging Inc., USA, UPET Holdings
Ltd., Mauritius & Flex Films Europa Sp Z o.o., Poland are Subsidiary
Companies. Further, UPET (Singapore) Pte. Ltd., Singapore, Flex
Americas, S.A. de C.V., Mexico, Flex P. Films (Egypt) S.A.E, Egypt,
Tflex America LLC, USA & SD Buildwell Pvt. Ltd., India are
subsidiaries of the Company in terms of Section 4(1)(c) of the
Companies Act, 1956.
In accordance with the approval taken by the Company and general
circular issued by the Ministry of Corporate Affairs, Government of
India, the Balance Sheet, Profit and Loss Account and other documents
of the subsidiary companies are not being attached with the Balance
Sheet of the Company. The Company will make available the Annual
Accounts of the subsidiary companies and the related detailed
information to any member of the Company, who may be interested in
obtaining the same. The annual accounts of the subsidiary companies
will also be kept open for inspection at the Registered office of the
Company. The Consolidated Financial Statements presented by the
Company include the financial results of its Subsidiary
Companies, Joint Venture & Associate Company.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard-21, Consolidated Financial
Statements read with Accounting Standard-27 on Financial Reporting of
Interest in Joint Ventures and Accounting Standard-23 on 'Accounting
for Investments in Associates' issued by the Institute of Chartered
Accountants of India, your Directors have pleasure in attaching the
consolidated financial statements, which form part of the Annual
Report & Accounts.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreement with the Stock Exchanges.
A separate Report on Corporate Governance alongwith Report on
Management Discussion and Analysis is enclosed as part of the Annual
Report.
STATUTORY DISCLOSURES
None of the Directors of your Company is disqualified as per provision
of Section 274(1) (g) of the Companies Act, 1956. Your Directors have
made necessary disclosures as required under various provisions of the
Companies Act, 1956 and Clause 49 of the Listing Agreement.
Particulars of employees as required u/s 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended are given in Annexure `A' forming part of this Report.
Information under Section 217(1)(e) of the Companies Act, 1956, read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure `B' forming part of this
Report.
PERSONNEL
Personnel relations with all employees remained cordial and harmonious
throughout the year. Your Directors wish to place on record their
sincere appreciation for the continued, sincere and devoted services
rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to the Financial
Institutions, Banks, Government Authorities particularly in the states
of Uttar Pradesh, Madhya Pradesh, Jammu & Kashmir, Shareholders, GDR
holders, FCCB holders, customers, suppliers and other business
associates for their continued co-operation and patronage.
For & On behalf of the Board
ASHOK CHATURVEDI
Place : NOIDA Chairman &
Dated : 4th August, 2011 Managing Director
Mar 31, 2010
The Directors have pleasure in presenting this Twenty- first Annual
Report together with the Audited Accounts of the Company for the
financial year ended 31st March, 2010.
WORKING RESULTS
The summarized financial results for the year ended 31st March, 2010
and for the previous year ended 31st March, 2009 are as follows:
(Rs. in lacs)
Year ended Year ended
31.03.2010 31.03.2009
Gross Sales & Job Work 186530.55 189283.29
Net Turnover 167659.53 167183.23
Profit before Interest,
Depreciation, Tax 31857.60 28686.47
Interest & Financial Charges 10990.88 9342.05
Depreciation 9265.75 8645.52
Profit before Tax &
Extra Ordinary Items 11600.97 10698.90
(Less): Provision for Taxation
-For Income Tax (1,971.00) (1,023.86)
-For Fringe Benefit Tax 0.00 (135.60)
-For Wealth Tax (16.92) (16.01)
(Less) : Provision for
Deferred Tax (Charge) (1,172.00) <2,381.94)
Profit after Tax, but Before
Extra Ordinary Items 8441.05 7141.49
Extra Ordinary Items (Net of Tax) 465.12 3320.38
Profit After Extra
Ordinary Items 8906.17 10461.87
Add/(Less): Excess/(Short)
Provision for earlier years
-For Income Tax 36.33 (3.01)
-For Fringe Benefit Tax (59.06) 0.00
-For Expenses 17.99 (0.66)
-For Diminution in the
Value of Investment 138.11 0.00
Amount available for
Appropriations 9039.54 10458.20
YEAR IN RETROSPECT
During the year under review, your Company achieved a net turnover of
Rs.167659.53 lacs including other income & operating income of
Rs.11385.34 lacs as against net turnover of Rs.167183.23 lacs including
other income & operating income of Rs.15160.73 lacs of the previous
financial year ended 31st March, 2009. The profit after tax but before
extra-ordinary item for the year ended 31st March, 2010 at Rs.8441.05
lacs was higher than the previous financial year ended 31st March, 2009
at Rs.7141.49 lacs.
The operational performance of the Company has been comprehensively
covered in the Management Discussion and Analysis Report.
DIVIDEND
Your Directors are pleased to recommend a dividend @ Rs.5/- per share
for the financial year ended March 31, 2010. 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 4th September, 2010. In
respect of shares held in dematerialized form, it will be paid to those
Members whose names are furnished by National Securities Depository
Limited and Central Depository Services (India) Limited as beneficial
owner as on 4th September, 2010.
FIXED DEPOSITS
No fresh/renewal of deposits were accepted during the financial year
2009-2010. There were Rs.6,000/- unclaimed deposit as at 31st March,
2010. Reminder has been sent to one person, who did not claim repayment
of his deposit.
RIGHTS ISSUE
The members at their meeting held on 12th September, 2009 approved
resolution under Section 81(1A) of the Companies Act, 1956 for
mobilization of funds through public issue/ rights issue/private
placement/QIP/GDR etc. for the purpose of investment in new projects,
acquisitions, expansions, modernization, capital expenditure, direct
investment in subsidiary companies/joint ventures, other corporate
purposes, working capital requirements or any other corporate needs
including debt repayments, which may be required in the normal business
and as permitted under applicable law or regulations from time to time
or as it may deem fit by the Board or Committee thereof.
Accordingly, the Board of Directors at their meeting held on 3rd
August, 2010 has approved issue of equity shares on rights basis at a
ratio of one equity share for every three equity shares held and raise
funds aggregating to an amount not exceeding Rs. 400.00 crores subject
to the necessary approvals as may be required in this behalf.
FORFEITURE OF SHARES
Pursuant to provisions of Article 50 of the Articles of Association of
the Company, the Board of Directors of your Company has, by a
resolution passed at the Board Meeting held on 15th July, 2010,
forfeited 4073 equity shares allotted in the year 1993 & 68628 equity
shares allotted in the year 1994, in respect of which shares allotment
money/call money have been unpaid.
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 R.P.
Agrawal, Directors of the Company retire by rotation and being
eligible, offer themselves for re-appointment.
Unit Trust of India withdrew the nomination of Shri P. Abraham as their
nominee from the Board of Directors of the Company w.e.f. 29th June,
2010. Your Directors took the opportunity to place on record their
appreciation for the valuable services rendered by Shri P. Abraham
during his tenure as a Director of the Company.
Brief resume of the above Directors proposed to be re- appointed,
nature of their expertise in specific functional areas and the name of
the public companies in which they hold the Directorship and the
Chairmanship/Membership of the Committees of the Board, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges, are
given as Annexure to the Notice convening the Annual General Meeting.
DIRECTORSÃ RESPONSIBILITY STATEMENT
On the basis of compliance certificates received from the Executives of
the Company, subject to disclosures in the Annual Accounts and also on
the basis of the discussion with the Statutory Auditors/Internal
Auditors of the Company from time to time, we state as under:
i) that in the preparation of the annual accounts for the financial
year ended 31st March, 2010, the applicable accounting standards have
been followed and that there has been no material departures.
ii) that the Directors have selected such accounting policies and
applied them consistently and made judgement and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the Company for the year under review.
iii) that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
iv) that the Directors have prepared the annual accounts on a going
concern basis.
The CompanyÃs Internal Auditors have conducted periodic audit to
provide reasonable assurance that the CompanyÃs established policies
and procedures have been followed. The Audit Committee constituted by
the Board reviews the internal control and financial reporting issues
with Internal Auditors.
AUDITORS & AUDIT
The Auditors of the Company M/s. Vijay Sehgal & Co., Chartered
Accountants, Delhi, retire at the forthcoming Annual General Meeting
and being eligible offer themselves for re-appointment. The Company has
received a letter from them to the effect that their appointment, if
made, would be within the prescribed limit under Section 224(1B) of the
Companies Act, 1956.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory and therefore do not call for any further
comments.
SUBSIDIARY COMPANIES
Pursuant to Section 212 of the Companies Act, 1956, the required
information in respect of Subsidiary Companies, i.e. Flex America Inc.,
USA, Flex Middle East FZE, UAE, Uflex Europe Limited, UK, UTech
Developers Limited, India, Uflex Packaging Inc., USA & UPET Holdings
Ltd., Mauritius alongwith Balance Sheets and Statement of Operations
are annexed to the Annual Report. Further, UPET (Singapore) Pte. Ltd.,
Flex Americas, S.A. de C.V., Mexico, Flex P. Films (Egypt) S.A.E, AKC
Developers Ltd. & SD Buildwell Pvt. Ltd. are subsidiaries of the
Company in terms of Section 4(1)(c) of the Companies Act, 1956. The
Balance Sheet and Statement of Operations are also annexed to the
Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard-21, Consolidated Financial
Statements read with Accounting Standard-27 on Financial Reporting of
Interest in Joint Ventures and Accounting Standard-23 on ÃAccounting
for Investments in Associatesà issued by the Institute of Chartered
Accountants of India, your Directors have pleasure in attaching the
consolidated financial statements, which form part of the Annual Report
& Accounts.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreement with the Stock Exchanges.
A separate Report on Corporate Governance alongwith Report on
Management Discussion and Analysis is enclosed as part of the Annual
Report.
STATUTORY DISCLOSURES
None of the Directors of your Company is disqualified as per provision
of Section 274(1)(g) of the Companies Act, 1956. Your Directors have
made necessary disclosures as required under various provisions of the
Act and Clause 49 of the Listing Agreement.
Particulars of employees as required u/s 217 (2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975
are given in Annexure ÃAÃ forming part of this Report.
Information under Section 217(1)(e) of the Companies Act, 1956, read
with Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is given in Annexure ÃBÃ forming part of this
Report.
PERSONNEL
Personnel relations with all employees remained cordial and harmonious
throughout the year. Your Directors wish to place on record their
sincere appreciation for the continued, sincere and devoted services
rendered by all the employees of the Company.
ACKNOWLEDGEMENT
The Directors express their gratitude and thanks to the Financial
Institutions, Banks, Government authorities particularly in the states
of Uttar Pradesh, Madhya Pradesh, Jammu & Kashmir, Shareholders, GDR
holders, FCCB holders, customers, suppliers and other business
associates for their continued co-operation and patronage.
For & On behalf of the Board
Place : NOIDA ASHOK CHATURVEDI
Dated : 3rd August, 2010 Chairman & Managing Director
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