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Uflex Ltd.

BSE: 500148 Sector: Industrials
NSE: UFLEX ISIN Code: INE516A01017
BSE 00:00 | 26 Mar 214.90 3.80
(1.80%)
OPEN

212.50

HIGH

218.00

LOW

211.40

NSE 00:00 | 26 Mar 215.50 3.85
(1.82%)
OPEN

214.70

HIGH

218.80

LOW

211.20

OPEN 212.50
PREVIOUS CLOSE 211.10
VOLUME 19014
52-Week high 375.45
52-Week low 181.00
P/E 31.84
Mkt Cap.(Rs cr) 1,552
Buy Price 214.90
Buy Qty 8.00
Sell Price 214.90
Sell Qty 1.00
OPEN 212.50
CLOSE 211.10
VOLUME 19014
52-Week high 375.45
52-Week low 181.00
P/E 31.84
Mkt Cap.(Rs cr) 1,552
Buy Price 214.90
Buy Qty 8.00
Sell Price 214.90
Sell Qty 1.00

Uflex Ltd. (UFLEX) - Director Report

Company director report

To the Members

Your Directors have the pleasure of presenting this Twenty Ninth Annual Report togetherwith the Standalone & Consolidated Audited Financial Statements of the Company for theFinancial Year ended 31st March 2018.

FINANCIAL RESULTS

The summarized financial results for the year ended 31st March 2018 and forthe 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 netprofit of Rs. 6811.74 crore and Rs. 310.48 crore respectively as against total income andnet profit of Rs. 6529.36 crore and Rs. 348.46 crore respectively during the previousfinancial year ended 31st March 2017.

Further your Company has achieved standalone total income of Rs. 3890.10 crore and netprofit of Rs. 100.92

crore as against total income of Rs. 3904.59 crore and net profit of Rs. 193.55 croreduring the previous financial year ended 31st March 2017.

Due to the implementation of GST w.e.f. 1st July 2017 the figures of TotalIncome for the year ended 31st March 2018 & for the previous ended 31stMarch 2017 are not comparable.

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

The Details of financial performance of all subsidiaries and associates are containedin Note No. 47 of the Notes to Accounts to the Consolidated Financial Statements.

transfer of unclaimed dividend to

AUTHORITY

An amount of Rs. 2276815/-(Rupees Twenty Two Lacs Seventy Six Thousand Eight HundredFifteen Only) was transferred to Investor Education and Protection Fund (IEPF) during theyear under review.

TRANSFER OF UNCLAIMED SHARES TO Authority

As per the Provision of Section 124(6) of the Companies Act 2013 read with InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 as amended from time to time the Company has transferred 232290 (Two Lacs Thirty TwoThousand Two Hundred Ninety) Equity Shares on which Dividend was not paid for more thanseven years to the Investor Education and Protection Fund (IEPF) during the year underreview.

DIVIDEND

Your Directors are pleased to recommend a dividend @ Rs 2 per share for the financialyear ended 31st March 2018 after considering future needs of the company forgrowth.

The dividend if approved at the forthcoming Annual General Meeting will be paid toMembers whose names appear in the Register of Members as on 26th July 2018. Inrespect of shares held in dematerialized form it will be paid to those Members whosenames are furnished by National Securities Depository Limited and Central DepositoryServices (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 withDifferential Voting Rights nor granted Stock Options nor Sweat Equity.

As on 31st March 2018 none of the Directors of the Company except thefollowing held shares or convertible instruments of the Company:

Mr. Ashok Chaturvedi CMD 502533 Equity Shares FIXED DEPOSITS

The company neither had any fixed deposits outstanding as on 31st March 2018nor fresh/renewal of deposits were accepted during the financial year 2017-2018. Therewere 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 2017due to personal reasons. The Board of Directors placed on record their appreciations forthe valuable contribution made by Mr. M.G. Gupta during his tenure as Director of theCompany.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Ashok Chaturvedi Chairman & Managing Director (DIN00023452) of the Company due for retirement by rotation and being eligible offers himselffor reappointment. The brief resume and other details as required under Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 are provided in the Notice of Annual General Meeting of the Company.

All Independent Directors of your Company have given declarations confirming that theymeet the criteria of Independence as prescribed both under the Act and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

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 asChief 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"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 Companysubject to disclosures in the Annual Accounts and also on the basis of the discussion withthe Statutory Auditors/Internal Auditors of the Company from time to time your Directorsmake 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 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. that the Company has selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2018 and ofthe Profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 financialcontrols were adequate and were operating effectively.

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

The Company's Internal Auditors conducted periodic audits to provide reasonableassurance that the Company's established policies and procedures are followed. The AuditCommittee constituted by the Board reviewed the internal controls and financial reportingissues with Internal Auditors and Statutory Auditors.

STATUTORY AUDIT & AUDITORS

There is no change in Statutory Auditors. M/s. KAAP & Associates CharteredAccountants (Firm Registration No. 019416N) will continue as the Statutory Auditors ofthe Company as appointed for a term of five consecutive years in the last Annual GeneralMeeting i.e. from the conclusion of 28th Annual General Meeting till theconclusion of 33rd Annual General Meeting of the Company pursuant to Section 139 of theCompanies Act 2013.

The Report given by M/s. KAAP & Associates Chartered Accountants (FirmRegistration No. 019416N) Statutory Auditors on the financial statement of the Companyfor the year 2017-18 is part of the Annual Report. There has been no qualificationreservation or adverse remark or disclaimer in their Report.

During the year under review the Auditors has not reported any matter under section143 (12) of the Act therefore no details is required to be disclosed in the BoardsReport.

The Report of the Auditors on the financial statements including relevant notes on theaccounts for the Financial Year ended 31st March 2018 are self-explanatory andtherefore do not call for any further comments.

Internal Auditors

The Board of Directors of your Company has appointed Mr. Rakesh Malhotra AssistantVice President as Internal Auditor pursuant to the provisions of Section 138 of theCompanies Act 2013 for the financial year 20182019.

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 Companyfor the financial year 2018-2019.

Secretarial Auditors

The Board has re-appointed M/s Mahesh Gupta & Co. Practicing Company SecretariesDelhi as Secretarial Auditor pursuant to the provisions of Section 204 of the CompaniesAct 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; UPETHoldings 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. LimitedSingapore has been incorporated as Wholly Owned Subsidiary of the Company during the yearunder 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 SDBuildwell Pvt. Ltd. are step-down subsidiaries of the Company. Refex Energy (Rajasthan) PLtd 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 AffairsGovernment of India the Balance Sheet Profit and Loss Account and other documents of thesubsidiary companies are not being attached with the Balance Sheet of the Company. TheCompany will make available the Annual Accounts of the subsidiary companies and therelated detailed information to any member of the Company who may be interested inobtaining the same. The annual accounts of the subsidiary companies will also be kept openfor inspection at the Registered Office of the Company. The Consolidated FinancialStatements presented by the Company include the financial results of its SubsidiaryCompanies & Associate Companies.

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

Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia 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 financialstatements of Subsidiaries/Associate Companies/Joint Ventures is given at note No. 47 ofthe Consolidated Financial Statements in Form AOC-1 and thus forms an integral part ofthis Report.

corporate social responsibility

In accordance with the requirements of Section 135 of Companies Act 2013 your Companyhas a Corporate Social Responsibility (CSR) Committee which comprises Mrs. Indu LiberhanChairperson; Mr. Achintya Karati Member and Mr. Amitava Ray Member. The terms ofreference of the Corporate Social Responsibility (CSR) Committee is provided in theCorporate Governance Report. Your Company has also formulated a Corporate SocialResponsibility 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-"B" and forms integral part of this Report.

Company considers social responsibility as an integral part of its business activitiesand endeavors to utilize allocable CSR budget for the benefit of the society andenvironment.

Accordingly the Company was supposed to undertake CSR Activities utilizing Rs. 378.44Lac based on the average profits of the three preceding financial years. However theCompany spent Rs. 317.34 Lac upto 31st March 2018. The balance amount of Rs. 61.10 Laccould 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 ofCorporate Governance as prescribed under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the Stock Exchanges.

A separate Report on Corporate Governance along with Report on Management Discussionand Analysis is enclosed as part of this Report as Annexure ‘C' & ‘D' andforms 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‘E'.

(ii) Meetings

During the year Four Board Meetings and Four Audit Committee Meetings were convenedand 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 theChairperson and Mr. A. Karati; Mr. T. S. Bhattacharya; Mr. Pradeep Poddar and Mr. AmitavaRay as the Members. More details about the Committee are given in the Corporate GovernanceReport appended hereto.

(iv) Related Party Transactions

All related party transactions are negotiated on an arm's-length basis and are inordinary course of business. Therefore the Provisions of Section 188(1) of the CompaniesAct 2013 are not applicable. However suitable disclosure has been made in the notes tothe Financial Statements.

The Related Party Transactions Policy as approved by the Board is uploaded on theCompany's website: www.uflexltd.com at the web-linkhttp://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 FinancialStatements.

significant and material orders passed by

THE REGULATORS OR COURTS

There are no significant and material orders passed by any Regulator or Court whichwould 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 Reportappended hereto.

VIGIL MECHANISM AND wHISTLE BLOwER POLICY

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

To meet this objective a Whistle Blower Policy has been laid down. The same policy asapproved by the Board is uploaded on the Company's 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 ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard has carried out an Annual Performance Evaluation of its own performance and that ofits Committees and all the Directors individually.

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

DISCLOSURE UNDER SExUAL HARASSMENT OF wOMEN AT wORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. No complaints were received from any employee during thefinancial year 2017-2018 and hence no complaint is outstanding as on 31stMarch 2018 for redressal.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY wHICH HAVE OCCURRED BETwEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY to whichTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There has been no material change and commitments occurred between the end of thefinancial year of the Company i.e. 31st March 2018 and the date of this reportaffecting 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 CompanySecretaries of India on Board Meetings and Annual General Meetings.

risk management

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

In respect of the Risk Associated at Transactional Level the company has appropriatecontrol mechanism and operating effectiveness of the Internal Financial Controls and LegalCompliance System. The company has created appropriate structures with proper delegationof duties and responsibilities of employees at each level on enterprise basis forcompliances thereof.

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

Adequacy and operative effectiveness of the Internal Financial Control and LegalCompliance System are periodically reviewed by the management Internal AuditorsStatutory Auditors and the Audit Committee.

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

POLICY ON REMUNERATION

The Company has in place Nomination and Remuneration Policy for Directors KeyManagement 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 employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up till the date of the ensuing Annual General Meeting. Members interested inobtaining a copy thereof may write to the Company Secretary in this regard.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial 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 exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed as "Annexure ‘G'.

awards

During the year under review your Company received 21 Awards and Accolades conferredby reputable organizations/ bodies based out of India and Overseas for excellence Some ofthese awards & accolades includes:.

• Prestigious Economic Times Polymers Lifetime Achievement Award 2018 wasconferred on your Chairman & Managing Director Mr. Ashok Chaturvedi in the month ofMarch 2018.

• Flexible Packaging Achievement Awards 2018 - Gold in Technical Innovation.

• 5 India Star Packaging Excellence Awards by Indian Institute of Packaging.

• Asia's 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 thecompany's website at http://www.uflexltd.com/awards.php

PERSONNEL

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

acknowledgement

The Directors express their gratitude and thanks to all the Indian and InternationalFinancial Institutions & Banks Government Authorities both in India & overseaswhere company's operations are carried out Shareholders Customers Suppliers and otherBusiness 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)