<dhhead>Directors Report</dhhead>
To the Members,
Your Directors have the pleasure of presenting the 36th
Annual Report together with the Standalone & Consolidated
Audited Financial Statements of the Company for the Financial Year ended 31st
March, 2025.
Financial Results
The summarized financial results for the year ended 31st
March, 2025 and for the previous year ended 31st March, 2024
are as follows:
[Rs. in Crores]
Consolidated Year Ended |
Standalone Year Ended |
|||
2025 |
2024 |
2025 |
2024 |
|
Revenue from Operations |
15036.09 |
13363.63 |
7724.74 |
6610.23 |
Other Income |
163.18 |
158.97 |
84.86 |
41.32 |
Share in Profit / (Loss) of Associate for the Year |
(15.32) |
(12.22) |
-- |
-- |
Share in (Loss) of Joint Venture for the Year |
(0.20) |
(0.59) |
-- |
-- |
Total Income |
15183.75 |
13509.79 |
7809.60 |
6651.55 |
Profit before Finance Cost, Depreciation & Tax |
1818.81 |
1513.47 |
928.67 |
770.10 |
Finance Cost |
698.07 |
535.64 |
334.81 |
255.83 |
Depreciation |
694.87 |
655.48 |
320.04 |
298.22 |
Profit before Exceptional Items and Tax |
425.87 |
322.36 |
273.82 |
216.05 |
Exceptional Items |
(177.78) |
(871.30) |
0.00 |
0.00 |
Profit before Tax and after Exceptional Items |
248.10 |
(548.94) |
273.82 |
216.05 |
Less: Tax Expenses |
105.74 |
142.22 |
59.37 |
55.07 |
Profit for the year before Non-controlling Interest |
142.36 |
(691.16) |
214.45 |
160.98 |
Non-Controlling Interest |
(0.04) |
0.17 |
0.00 |
0.00 |
Profit for the year |
142.32 |
(690.99) |
214.45 |
160.98 |
Total Other Comprehensive Income for the Year |
36.40 |
432.27 |
(3.57) |
1.17 |
Total Comprehensive Income for the Year |
178.75 |
(258.89) |
210.87 |
162.15 |
During the year under review, your Company has achieved consolidated
total income and net profit / (Loss) of Rs.
15183.75 crore and Rs. 142.32 crore respectively as against total income and net profit of
Rs. 13509.79 crore and Rs.
(690.99) crore, respectively during the previous financial year ended 31st
March, 2024.
Further, your Company has achieved standalone total income of Rs.
7809.60 crore and net profit of Rs. 214.45 crore as
against total income of Rs. 6651.55 crore and net profit of Rs. 160.98 crore, respectively
during the previous financial
year ended 31st March, 2024.
The Details of financial performance of all subsidiaries and associates
are contained in Note No. 52 of the Notes to
Accounts to the Consolidated Financial Statements.
Transfer of Unclaimed Dividend to Authority
An amount of Rs. 25,48,773.50 pertaining to FY 2017 was transferred to
Investor Education and Protection Fund (IEPF)
during the year under review.
Transfer of Unclaimed Shares to Authority
In accordance with the provisions of Section 124(6) of the Companies
Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended
from time to time, the
Company has transferred 30823 Equity Shares on which Dividend was not paid/claimed for
seven consecutive years,
to the Investor Education and Protection Fund (IEPF) during the year under review.
Dividend
Your Directors are pleased to recommend a dividend @ Rs. 3/- (Rupee
Three only) per share for the financial year
ended 31st March 2025 after considering future needs of the company for growth.
The Dividend, as recommended by the Board, if declared by the members
at the ensuing Annual General Meeting, will
be paid to those members or their mandates:
a) whose names appear as Beneficial owners as at the end of business
hours on Friday, the 1st August, 2025 in the list
of Beneficial Owners to be furnished by National Securities Depository Limited and Central
Depository Services
(India) Limited in respect of the shares held in electronic form; and
b) whose names appear as members in the Register of Members of the Company as on Friday, the 1st August, 2025
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, 2025 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, 2025 none of the Directors of the Company
held any Equity Shares except Mr. Ashok Chaturvedi,
Chairman & Managing Director who held 5,02,533 (Five Lac Two Thousand Five Hundred
Thirty Three) Equity Shares
of the Company.
Fixed Deposits
The company neither had any fixed deposits outstanding as on 31st
March 2025 nor fresh/renewal of deposits were
accepted during the financial year 2024-2025. There were no unclaimed deposits as on 31st
March, 2025.
Directors and Key Managerial Personnel
In terms of Section 149 of the Companies Act, 2013 read with
Regulation-25 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, amended, as the
first term of Mr. Sujit
Kumar Varma (DIN: 09075212), Mr. Ghyanendra Nath Bajpai (DIN: 00946138) and Mrs. Rashmi
Verma (DIN: 01993918)
are expiring as Independent Director on 13th February, 2026, 16th
April, 2026 and 25th May, 2026 respectively. On
the recommendations of Nomination and Remuneration Committee, the Board has proposed their
respective re-
appointments for the approval of Shareholders through Special Resolution for a second term
of 5 (Five) 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.
None of the Directors of the Company is disqualified under the
provisions of the Companies Act, 2013 or the Securities
and Exchange Board of India (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. Further, in the opinion of the Board, all the
Independent Directors of the
Company are persons of integrity, expertise, proficiencies and relevant experiences.
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 representations received from the Executives of the
Company, subject to disclosures in the Annual
Accounts and also on the basis of the discussions 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, 2025, 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, 2025 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.
Statutory Audit & Auditors
The Report given by M/s. Vijay Sehgal & Co., Chartered Accountants,
Delhi (Firm Registration No.000374N) & M/s. Lodha &
Co LLP Chartered Accountants (FRN 301051E/E300284), Statutory Auditor(s) on the financial
statement of the Company
for the year 2024-25 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
details are required to be disclosed in the Board Report.
The Report of the Auditors on the financial statements including
relevant notes on the accounts for the Financial Year
ended 31st March, 2025 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 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 2025-2026 at
a remuneration of Rs. 25.00
Lacs (Rupees Twenty Five Lacs only) plus taxes as applicable and reimbursement of travel
and out-of pocket expenses
in connection with the Cost Audit.
The Cost Audit Report for the Financial Year ended 31st
March, 2024 was duly filed with the Central Government on 4th
September, 2024. The report does not contain any qualifications, reservations or adverse
remarks.
Secretarial Auditors
The Board of Directors had appointed Mr. Mahesh Kumar Gupta, Proprietor
M/s Mahesh Gupta & Co., Company
Secretaries, to conduct the Secretarial Audit for FY 2024-25, in compliance with the
provisions of Section 204 of the
Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The
Secretarial Audit Report, as submitted by the Secretarial Auditors, is annexed to this
Report as ANNEXURE- A. The
report does not contain any qualifications, reservations or adverse remarks.
As per the requirements of the amended Listing Regulations and based on
the recommendations of the Audit
Committee and the Board of Directors and subject to approval of shareholders, the Company
proposes to appoint
Mr. Mahesh Kumar Gupta, Proprietor M/s Mahesh Gupta & Co., Company Secretaries, as the
Secretarial Auditors for a
period of 5 consecutive years commencing from the financial year 2025-26 till the
financial year 2029-30.
Subsidiary Companies
Flex Middle East FZE, UAE, UFlex Europe Limited, UK, UFlex Packaging
Inc., USA, UPET Holdings Limited, Mauritius,
LLC, Flex Chemicals Private Limited, Russia, USC Holograms Pvt. Ltd., India & Uflex
Charitable Foundation (w.e.f. 15th
January, 2025 ) are Subsidiary Companies u/s 2(87) of the Companies Act, 2013.
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,
Flex Films Africa Private
Limited, Nigeria, Flex Films Rus, LLC, Russia, Flex Specialty Chemicals (Egypt) S.A.E.,
Egypt, Flex Foils Bangladesh
Private Limited, Bangladesh, Flex Films Europa Korlatolt Feleossegu Tarsasag, Hungary,
Flex Pet (Egypt) S.A.E., Egypt,
Plasticfix Europa Spolka Z Organiczona Odpowiedzialnoscia, Poland, Flex Americas Brasil
Ltda, Brazil, Uflex Woven
Bags, S.A. DE C.V., Mexico, Flex Asepto (Egypt) S.A.E., Egypt, Flex FME Pte. Ltd.,
Singapore (w.e.f. 24th October, 2024) &
Flex Films AZB AFEZCO., Azerbaijan (w.e.f. 17th March, 2025) are step-down subsidiaries of
the Company. Digicyl Pte.
Limited, Singapore and Digicyl Limited, Israel are Joint Venture of the Company.
In accordance with the provisions of the Companies Act, 2013 ("the
Act") and the Listing Regulations read with relevant
Indian Accounting Standards, the Consolidated Audited Financial Statements forms an
integral part of the Annual
Report.
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. 52 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 comprised of Mr. Jeevaraj Gopal Pillai (DIN: 10381118), as
the Chairperson, Mr. Paresh
Nath Sharma (DIN : 00023625) and Mrs. Rashmi Verma (DIN: 01993918), as Members. 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 https://www.uflexltd.com/pdf/Policies/Uflex-CSR-Policy.pdf .
The 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.
The 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. During the year, one
meeting of the Corporate
Social Responsibility (CSR) Committee was held on 06.08.2024. All the Members (except Mr.
Jeevaraj Gopal Pillai)
attended the Meeting. During the Financial Year 2024-25, after set-off the excess spent of
Rs. 19.81 Lacs during previous
financial year, the Company was to undertake CSR Activities of an amount of Rs. 521.91
Lacs. However, the Company
spent an amount of Rs 267.49 Lacs during the year and an amount of Rs. 254.50 Lacs was
transferred to CSR unspent
account with Schedule Bank within 30 days from the close of financial year as per
provisions of section 135(6) of the
Companies Act, 2013 for meeting CSR activities for ongoing projects.
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) Annual Return
The Draft Annual Return of the Company as on 31st March, 2025 is
available on the Companys website and can
be accessed at
https://www.uflexltd.com/pdf/Extract-Annual-Return/UFLEX-Annual-Return-2024-2025.pdf
(ii) Meetings
During the year, Four Board Meetings and Four Audit Committee Meetings
were convened and held. The details
of meetings held are given in Corporate Governance Report appended hereto.
(iii) Composition of Audit Committee
The Board has constituted an Audit Committee, which comprises of Mr.
Paresh Nath Sharma (DIN: 00023625)
as the Chairperson, Mr. Jeevaraj Gopal Pillai (DIN: 10381118), Mr. Sujit Kumar Varma (DIN:
09075212) and Mrs.
Rashmi Verma (DIN: 01993918), as 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. However, suitable disclosure has been
made in the notes to the Financial Statements.
The Policy on Related Party Transactions as approved by the Board is
uploaded on the Companys website: www.
uflexltd.com at the web-link
https://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.
(vi) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
(vii) There was no instance of one time settlement with any Bank or Financial Institution.
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 in in place. The said
policy as approved by the Board is uploaded on
the Companys website www.uflexltd.com at web-link
https://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
Your Company has in place an Internal Complaints Committee (ICC) to
redress complaints received regarding sexual
harassment. No complaints were received from any employee during the financial year
2024-2025 and hence no
complaint is outstanding as on 31st March, 2025 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 changes and commitments that have occurred,
between the end of the financial year of
the Company i.e. 31st March, 2025 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. The Board of
Directors of the Company has constituted
a Risk Management Committee to ensure proper implementation and monitoring the Risk
Management Plan of the
Company. The Committee is responsible for monitoring and reviewing the Risk Management
Plan. Its Composition
and Terms of reference are mentioned in the Corporate Governance Report and a detailed
note has been provided
under the Management Discussion and Analysis Report, which forms integral part of this
report. The Policy on Risk
Management in terms of Section 134 (3) (n) of the Companies Act, 2013 read with Listing
Regulations is in place and
is available on the Companys website at
https://www.uflexltd.com/pdf/Policies/Uflex-Risk-Management-Policy.pdf.
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-Policy.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 to 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 in
ANNEXURE - E.
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 - F.
Business Responsibility and Sustainability Report
UFLEXs approach to business is Creating Shared Value impact of
the business and engagement through it. Your
Company is mindful of the needs of the communities and works to make a positive difference
and create maximum
value for the society. It has been conducting business in a way that
delivers long-term shareholder value and benefits to
society. As stipulated under the Listing Regulations, the Business Responsibility and
Sustainability Report describing
the initiatives taken by the Company from an environmental, social and governance
perspective is attached in the
format prescribed as ANNEXURE - G and forms integral part of the Annual
Report.
Dividend Distribution Policy
The Companys Dividend Distribution Policy, approved by the Board,
may be accessed on its corporate website at
https://www.uflexltd.com/pdf/Policies/UFLEX_Dividend_Distribution_Policy.pdf
Awards
Details of Awards and Accolades conferred by reputable organizations/
bodies based out of India and Overseas for
excellence received by your Company and its subsidiaries are mentioned in Management and
Discussion and Analysis
section of the Annual Report and the details of all Awards and Accolades conferred upon
the Company are also
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 and 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 |
Chairman & Managing Director |
DIN : 00023452 |
Place : NOIDA |
Dated : 17th May, 2025 |
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