Uflex Ltd Directors Report.

To the Members,

Your Directors have the pleasure of presenting this Thirtieth Annual Report together with the Standalone & Consolidated Audited Financial Statements of the Company for the Financial Year ended 31st March, 2019.

FINANCIAL RESULTS

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 Crores]

Consolidated Year Ended

Standalone Year Ended

2019 2018 2019 2018
Revenue from Operations 7957.22 6779.71 4220.97 3878.21
Other Income 20.71 19.98 21.55 16.35
Share in Profit of Associates for the Year 5.20 3.21 -- -
Share in (Loss) of Joint Venture for the Year (8.33) -- -- --
Total Income 7974.80 6822.91 4242.52 3894.56
Profit before Finance Cost, Depreciation & Tax 1007.53 902.58 480.57 476.15
Finance Cost 217.93 197.09 167.94 144.22
Depreciation 380.85 351.59 239.93 221.28
Profit before Tax 408.75 353.90 72.70 110.65
Less: Tax Expenses 93.54 41.70 21.04 9.73
Profit for the year before Minority Interest 315.21 312.20 51.66 100.92
Non Controlling Interest (1.38) (172) -- --
Profit for the year 313.84 310.48 51.66 100.92
Total Other

Comprehensive Income for the Year

26.91 65.82 (7.25) 5.73
Total Comprehensive Income for the Year 340.75 376.30 44.41 106.65

During the year under review, your Company achieved consolidated total income and net profit of Rs. 7974.80 crore and Rs. 313.84 crore respectively as against total income and net profit of 6822.91 crore and Rs. 310.48 crore respectively during the previous financial year ended 31st March, 2018.

Further, your Company has achieved standalone total income of Rs. 4242.52 crore and net profit of Rs. 51.66 crore as against total income of Rs. 3894.56 crore and net profit of Rs. 100.92 crore during the previous financial year ended 31st March, 2018.

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. 45 of the Notes to Accounts to the Consolidated Financial Statements.

TRANSFER OF Unclaimed DIVIDEND TO AUTHORITY

An amount of Rs. 45,80,280/- (Rupees Forty Five Lac Eighty Thousand Two Hundred Eighty 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 55,945 (Fifty Five Thousand Nine Hundred Forty Five Only) 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

Your Directors are pleased to recommend a dividend @ Rs 2/- per share for the financial year ended 31st March 2019 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 25th July, 2019 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, 2019 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, 2019 none of the Directors of the Company except the following, held shares or convertible instruments of the Company:

Mr. Ashok Chaturvedi, Chairman & Managing Director 5,02,533 Equity Shares

fixed deposits

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

None of the directors of the company are disqualified under the provisions of the Companies Act, 2013 (Act) or under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Amitava Ray, Whole-Time Director of the Company due for retirement by rotation and being eligible, offers himself for reappointment.

Shri Ashok Chaturvedi has been re-appointed as a Chairman & Managing Director of the Company w.e.f 1st February 2019 for a period of five (5) years on the terms and conditions as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company in their meeting held on 3rd November, 2018, subject to the approval of shareholders.

First term as being Independent Director of Shri Tara Sankar Bhattacharya, Smt Indu Liberhan and Shri Pradeep Narendra Poddar is expiring on 13th February, 2020, 27th May, 2020 and 29th May, 2020 respectively. On the recommendations of Nomination and Remuneration Committee, the Board has proposed the re-appointment of all the above directors for the approval of Shareholders through Special Resolution for a second term of three years each.

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.

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, 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 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, 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 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 Companys Internal Auditors conducted periodic audits to provide reasonable assurance that the Companys 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 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 2018-19 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, 2019 are self-explanatory and therefore do not call for any further comments.

COST AUDITORS

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained every year.

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 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. The Report of the Secretarial Auditor is annexed to the Report as per Annexure ‘A.

SUBSIDIARY COMPANIES

Flex Middle East FZE, United Arab Emirates, UFlex Europe Limited, UK, UFlex Packaging Inc., USA, UPET Holdings Limited, Mauritius, Digicyl Pte Limited, Singapore(upto 27th June, 2018); UTech Developers Limited, India and USC Holograms Pvt. Ltd., India are Subsidiary Companies u/s 2(87) of the Companies Act, 2013. Flex Chemicals Private Limited, Russia, (w.e.f. - 9th August, 2018) has been incorporated / acquired as Wholly Owned Subsidiary of the Company and Status of Digicyl Pte Limited, Singapore has been changed to Joint Venture Company from Wholly Owned Subsidiary Company (w.e.f. 28th June, 2018) during the year under review.

Further, Flex Americas S.A. De C.V., Mexico , Flex P. Films (Egypt) S.A.E, Arab Republic of Egypt, Flex Films (USA) Inc. , USA, Flex Films Europa Sp. Zo.o., Poland, UPET (Singapore) Pte. Limited, Singapore and S.D. Buildwell Pvt. Ltd., India are step-down subsidiaries of the Company. Flex Films Africa Private Limited, Nigeria, (w.e.f. 11th May, 2018), Flex Films Rus, LLC, Russia (w.e.f. 23rd November, 2018), Flex Films Europa Korlatolt Feleossegu Tarsasag, Hungary (w.e.f. 2nd August, 2018) have been incorporated as step-down subsidiaries of the Company & Digicyl Limited, Israel (w.e.f. 18th July, 2018) as the JV Company during the year under review.

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. 46 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 -"B" 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. 363.85 Lacs based on the average profits of the three preceding financial years. However, the Company spent Rs. 36.25 Lac upto 31st March, 2019. The balance amount of Rs. 327.60 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 ‘C & ‘D 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 in Form MGT-9 is annexed as per Annexure ‘E, which forms an integral part of this Report and is also available on the Companys website www.uflexltd.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

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 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.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 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 is uploaded on the Companys 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 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 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, 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

Risk Management is a very important part of any business. Companys 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 (weblink https://www.uflexltd.com/pdf/Policies/Uflex-Nomination- Remuneration-Policv.pdf ).

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 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 ‘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 & its subsidiaries received 27 Awards and Accolades conferred by reputable organizations/ bodies based out of India and Overseas for excellence, Some of these awards & accolades includes:.

• Uflex Chairman & Managing Director Mr. Ashok Chaturvedi conferred with ‘Father of Flexible Packaging at 1st Global Conference on Plastic & Packaging 2019

• Dow 2018 30th Awards for Packaging Innovation adjudged biodegradable Waterless Internet Flower Packaging by Uflex as the Diamond Finalist Winner.

• Best Sustainable Packaging Innovation & Resource Efficiency Title at Sustainability Awards 2018 for Waterless Internet Flower Packaging by Uflex.

• The Economic Times Polymers Awards 2019 for Excellence in Packaging Beverages - Large Enterprises to Asepto Spark Fresca.

• Asias Most Trusted Company 2018 by International Brand Consulting Corporation, USA.

The details of all Awards and Accolades conferred upon the Company are provided on the companys 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 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 : NOIDA Chairman & Managing Director

Dated : 27th May, 2019 (DIN 00023452)

CIN: L74899DL1988PLC032166