Flex Foods Ltd Directors Report.

To the Members, your Directors have pleasure in presenting this Twenty ninth Annual Report together with Audited Accounts of the Company for the financial year ended 31st March, 2019.

The summarized financial results for the year ended 31st March, 2019 and for the previous year ended 31st March, 2018 are as follows:

[Rs. in Lacs]

Year Ended 31.03.2019 year Ended 31.03.2018
Revenue from Opera- tions 8,536.63 9,122.57
Other Income 164.41 245.59
Total Revenue 8,701.04 9,368.16
Profit before Finance 1,954.68 1,932.62
Cost, Depreciation & Tax
Finance Cost 330.92 363.42
Depreciation 524.67 500.16
Profit before Tax 1,099.09 1,069.04
Less : Tax Expenses (4.22) 388.26
Profit for the year 1,103.31 680.78

During the year under review, your Company achieved total revenue and net profit of Rs 8,701.04 Lacs and Rs 1,103.31 Lacs respectively as against total revenue and Net Profit of

Rs. 9,368.16 Lacs and Rs 680.78 Lacs respectively during the previous financial year ended 31st March, 2018.

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

An amount of Rs 12,08,588 (Rupees Twelve Lacs Eight Thousand Five Hundred Eighty Eight 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 42,428 (Forty Two Thousand Four Hundred Twenty Eight) Equity Shares on which Dividend was not paid/ claimed for more than seven years to the Investor Education and protection Fund (IEpF) during the year under review. Dividend yours Directors are pleased to recommend a dividend @ Rs.

1.00 (10%) per share for the financial year ended March 31,

2019 after considering business exigencies.

The dividend if approved at he forthcoming Annual General Meeting will be paid to Members whose names appear in the Register of Members as on 30th July, 2019. In respect of share held in dematerialized form, it will be paid to those member whose names are furnished by national Securities Depository Limited and Central Depository Service (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 31stMarch, 2019 was Rs.12.45 Crore. During the year under review, the Company has neither issued Shares with Differential Voting Rights nor granted Stock Options nor Sweat Equity. As on 31st March, 2019 none of the Directors of the Company except the following held shares or convertible instruments of the Company: Mr. Ashok Chaturvedi – 7,610 Equity shares fixed deposits

The Company neither had any fixed deposits outstanding as at 31st March 2019 nor any fresh/renewal of deposits were accepted during the financial year 2018-19. There were no unclaimed deposits as at March 31, 2019. Directors

None of the Director of the Company are disqualified under the provision of the Companys Act, 2013 or under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. A. Raghavendra Rao, Whole-time Director (DIn 05116052) of the Company retire by rotation and being eligible, offers himself for reappointment..

The first term of Mr. R.K. Mishra (DIN 07905342) as an Independent Director of the Company is expiring on 15.08.2020 and on the recommendation of nomination and Remuneration Committee, the Board has proposed reappointment of Mr. R.K. Mishra for approval of shareholder through Special Resolution for second term of 3 years. The brief Resume and other details as required under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 and SS-2 issued by ICSI are provided in the notice of Annual General Meeting of the Company.

Mrs. Anupam Ahuja resigned from the Board of Directors of the Company w.e.f. 17.05.2019 due to her pre-occupation and extensive travel that her full day job demanded. The Board of Directors place on record their appreciation for the valuable contribution made during her tenure as Director of the Company.

All the Independent Directors of your Company have given declarations confirming that they meet the criteria of

Independence as prescribed both under the Act and Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of Familiarization programme to Independent Directors of the Company are put up on the website of the Company at the link https://www.flexfoodsltd. com/pdf/Familiarization-program-for-Independent-Directors/Familiarization-p rogram-for-Independent-Directors-2018-2019.pdf

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 Responsibilityst Atement

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, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. that the Company has selected such accounting policies and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the Profit of the

Company for the year ended on that date; c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the annual financial statements have been prepared on a going concern basis; e. that proper Internal Financial Controls were in place and that the financial controls were adequate and were operating effectively. f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

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

Auditors and Statutory Auditors.

STATUTORY AUDIT & AUDITORS

There is no change in Statutory Auditors as M/s. MJMJ & Associates LLp, Chartered Accountants (Firm Registration no. 027706n/n400013), will continue as Statutory Auditors of the Company. They were appointed as Statutory Auditor of the

Company for a term of five years i.e. from the conclusion of

27th Annual General Meeting till the conclusion of 32nd Annual General Meeting of the Company pursuant to Section 139 of the Companies Act, 2013. The Report given by M/s. MJMJ & Associates LLp, Chartered Accountants (Firm Registration no. 027706n/n400013)),

Statutory Auditors on the financial statement of the Company for the year 2018-19 is part of the Annual Report. There is 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 to 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, 2019 are self-explanatory and therefore do not call for any further comments.

Internal Auditors

The Board of Directors of your Company has re-appointed M/s. Vijay Sehgal & Co., Chartered Accountants, new Delhi (Firm Registration no.000374n) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2019-2020.

Secretarial Auditors

The Board has re-appointed M/s Mahesh Gupta & Co., practicing Company Secretaries, Delhi as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies

Act, 2013 for the financial year 2019-2020. The Report of the

Secretarial Auditor is annexed to the Report as per Annexure

‘A. Corporate social responsibility

In accordance with the requirements of Section 135 of

Companies Act, 2013, your Company has a Corporate Social Responsibility (CSR) Committee, which comprises Mr. p.n . Sharma, Chairman, Mr. Rajendra Kumar Mishra, Member and Mr. A. Raghavendra Rao, Member. The terms of reference of the Corporate Social Responsibility (CSR) Committee is provided in the Corporate Governance Report. your Company has also formulated a Corporate Social Responsibility policy (CSR policy) which is available on the website of the Company at http://www.flexfoodsltd.com/pdf/CSRPolicy.pdf . The Company considers social responsibility as an integral part of its business activities and endeavors to utilize allocable

CSR budget for the benefit of society and environment.

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

The Company was required to undertake CSR activities utilising Rs.24.11 lacs based on the average profits of the three proceeding financial years. However, the Company has spent of Rs.2.90 lacs upto 31st March, 2019. It was explained that after withdrawal of support to nGO AROH the Company has not been able to identify any meaningful CSR activity for spending of the balance amount of Rs. 21.21 Lacs funds on CSR activities. coRpoRAte GoVeRnAnce your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 with the Stock Exchanges. A separate Report on Corporate Governance along with Report on Management Discussion and Analysis is enclosed as part of this Report as Annexure ‘C & ‘D.

Disclosure under Companies Act, 2013 (i) Extracts of Annual Return

The details forming part of the extract of Annual Return in Form MGT-9 is annexed as per Annexure E which forms as an integral part of this Report and is also available on the Companys website www.flexfoodsltd.com.

(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

Due to resignation of Mrs. Anupam Ahuja from the Directorship of the Company, the Board has re-constituted the Audit Committee, which now comprises of Mr. p.n . Sharma as the Chairman, Mr. Rajendra Kumar Mishra and Mr. A. Raghavendra Rao 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 Companys website www. flexfoodsltd.com . at the weblink https://www.flexfoodsltd. com/pdf/Related-party-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 Bythe 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. internalfin ancialcont rols

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

Vigilmech Anism 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 Companys website www.flexfoodsltd.com at weblink http://www.flexfoodsltd.com/pdf/whistleblowerpolicy.pdf

BoARd eVAluAtion : pursuant to the provisions of the Companies Act, 2013 and under Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an Annual performance Evaluation of its own performance and 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 complaint was received from any employee during the financial year 2018-2019 and hence no complaint is outstanding as on 31st March, 2019 for redressal.

Material changes And commitments, if Any, affecting the financial position of the companywhich 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, 2019 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 Policy

Risk Management is a very important part of any business. Companys Risk Managementpolicy 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 ensure Legal Compliance. 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 ensuring Legal Compliance 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. Internalpolicy On Remuneration

The company has nomination and Remuneration policy for Directors, Key Management personnel and Senior Management personnel. The said policy is available at https:// www.flexfoodsltd.com/pdf/Nomination_Remuneration_Policy. PDF SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES :

The company does not have any subsidiary or Joint Venture.

However, the company is associate company of Uflex Limited.

Particulars Of Employees

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

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

Annexure ‘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. Disclosure of cost record

The provisions of maintenance of cost records specified by the

Central Government under subsection-(1) of section 148 of the Companys Act, 2013 for the products dealt/manufacture by the Company are not applicable of the Company. Personnel personnel relations with all employees remained cordial and harmonious throughout the year. your Directors wish to place on record their sincere appreciations for the continued, sincere and devoted services rendered by all the employees of the Company.

Acknowledgement

The Directors express their gratitude and thanks to all the Institutions & Banks, Government Authorities where companys 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 : INDIA Chairman Dated : 25th May, 2019 (DIn 00023452)