About
Uflex Ltd
Uflex Ltd, the flagship company of the Flex Group is an India-based flexible packaging Company. The Company is a leading Indian Multinational, engaged in the manufacture and sale of flexible packaging products & offers a complete flexible packaging solution to its customers across the globe. The flexible packaging business consists of multi-layer laminated rolls of plastics, paper, cloth or metal foils that are used separately or in combination for various packaging applications. It manufactures printing ink and adhesives.
Uflex Ltd was incorporated in the year June 21st, 1988, with the name Flex Industries Ltd. In the year 1989, Flex Laminators and Flex Papers were merged with the company. In November 1994, the company launched the operation of first line for the production of BOPET films with the capacity of 20,000 TPA.
In January 1996, they launched the operation of second line for the production of BOPET films with the capacity of 20,000 TPA and in June 1996, they launched the operation of the first line for production of BOPP films with the capacity of 20,000 TPA. In January 1997, they started the commercial production of Polyethylene Teraphthalate chips.
In June 2001, the company formed a wholly owned subsidiary company, namely Uflex America, located in North Carolina, USA. In July 2002, they installed the first Metallizer with a capacity of 6000 TPA and in March 2003, they installed cast polypropylene film line for producing CPP films with a capacity of 6000 TPA. In October 2003, they installed the second Metallizer with the capacity of 6000 TPA.
In December 2003, the company launched the operation of the second line for the production of BOPP Films with a capacity of 15,000 TPA and in April 2004, they launched the operation of the third line for the production of BOPET Films with a capacity of 20,000 TPA.
During the year 2004-05, Flex Middle East FZE and Flex Europe Pvt Ltd became the subsidiary companies of the company. In July 2004, the company installed the third Metallizer with a capacity of 6000 TPA in Jabel Ali Free Zone, UAE and in March 2005; they set up a state-of-art polyester line with a capacity of 20,000 TPA in Jabel Ali Fee Zone.
In July 2005, the company installed the fourth Metallizer with plasma treatment facility with a capacity of 6000 TPA. During the year 2006-07, Flex Securities Ltd, Flex Engineering Ltd and FCL Technologies and Products Ltd merged with the company with effect from December 4, 2006. Also, the name of the company was changed from Flex Industries Ltd to Uflex Ltd.
In October 2007, the company launched the operations of fifth line, 8.7 mtr wide for the production of BOPET Films with a capacity of 25000 MT/annum in Flex Middle East FZE, Dubai. Also, they launched the operations of 1.85 mtr wide Thermal Lamination Machine for the production of Thermal Lam BOPP Film with a capacity of 3600 TPA.
The company set up the facilities to product flexible packaging materials with installed capacity of 12,000 TPA and Holographic materials with an installed capacity of 1600 MT per annum at Bari Brahmana in Jammu & Kashmir, which started their production from April 2008.
The company is in the process of setting up Distillery Project near Aligarh in the State of Uttar Pradesh with an initialed capacity of 90 KL per day. Also, the company has decided to set up two line of PET film with a capacity of 26,400 MT each, aggregating to total capacity of 52,800 MT through a wholly owned subsidiary company.
In April 2009, the company sold and transferred 51% of the holdings of UBIO Chemicals Ltd to the third party in terms of share purchase agreement dated March 30, 2009. Further, balance 49% of the shareholding of UBIO Chemicals Ltd will also be transferred in due course of time in terms of the said Share Purchase Agreement or any amendment thereof.
In 2016 Uflex Limited and WaveFront Technology Inc. announced an extension of their existing alliance in India to bring manufacturing of Fresnel lens packaging films to Europe. The set up operates within Flex Films Europa Sp. Z O.O's (subsidiary company of Uflex) facility in Wrzesnia, Poland with WaveFront Technology Europe leading the sales & marketing activities. The concept of Design-Develop-Deliver the Fresnel Lens Packaging films in Europe derives its strength by working with Flex Films in Poland and by utilizing the holographic skills and capabilities of Uflex.
At DRUPA 2016, Uflex shook hands with Italian firm Comiflex to manufacture C.I. Flexo printing Machines under a Technology Transfer Agreement with the latter at Uflex's manufacturing plant in Noida (India). While Uflex is commended for its engineering/ manufacturing capabilities, Comiflex SRL is a renowned entity in the field of designing and producing high quality C.I. Flexo Machines. This alliance is therefore being seen as the marriage between Technology of Comiflex and Manufacturing Prowess of Uflex and is progressing very well. All technical designs and drawings from Comiflex have been transferred to the design department of Uflex and team is now assembling the first 1.3 meter web, 8 color, central drum CI Flexo printing Machine in Noida that is being designed to operate at a speed of 400 meters per minute.
In September 2016, Uflex launched ESL Aseptic Flexi-pouch Machine for packaging milk in a pouch made from five to seven layered extruded/blown polyethylene films with strong barrier properties including a black layer for U.V. protection. This solution extends the shelf life of milk up to 90 days. Uflex is the only company in India to manufacture this kind of sophisticated machines. As a fully integrated packaging solution provider, it offers the especially extruded/blown film too.
During the Year, Flex P. Films (Brasil) Comercio De Films Plasticos Ltda was ceased to be a wholly owned subsidiary company with effect from 28th March 2017.
In year 2017, the Company shook hands with Ms. Think Lab, Japan and set up a Fully Automatic Robotic Laser Engraving Line for manufacturing rotogravure cylinders at the Noida facility. The robotic laser engraving line has reduced the cumbersome process of manufacturing rotogravure-printing cylinders to a single operator job. While over 200 cylinders are manufactured per day using the conventional process at Uflex, through the robotic laser engraving line spread in approximately 1/10th of the entire cylinder manufacturing shop floor area at Noida, a single operator can produce additional 60 cylinders per day.
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 2018. 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 the fiscal 2020-21, the company's subsidiary Flex Films Egypt, undertook a brownfield expansion in Egypt with the commissioning
of another 10.4 mt wide BOPP line. Its subsidiary re-commissioned BOPET lines from UAE to new Russian plant, situated in Stupino district in Moscow region for catering to Russia & CIS markets. It added capacities of BOPET lines through its subsidiary in Poland, Nigeria and Hungary.
In FY'21, the Company developed a host of innovative solutions like six-layered N95 mask to prevent COVID spread, FLEXITUBES in 30-200 ml size range to pack sanitizers, Flex Protect Coverall jointly developed with IIT Delhi & approved by DRDO, easy tear structure for single-dose sanitizers and alcohol-based dual purpose sanitizer
During the year 2023, the Company commissioned a BOPET film plant and a CPP film plant at Dharwad, Karnataka, with a capacity of 45,000 MT per annum and 18,000 MT per annum respectively, and a CPP film plant at Dubai with a capacity of 18,000 MT per annum. In addition, it set up a PCR line in Mexico to reprocess post-consumer PET bottles and manufacture polyester (PCR) chips.
During year 2022-23, 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 were incorporated as subsidiaries of the Company effective from 21st November, 2022. Plasticfix Europa Spolka Z Organiczona Odpowiedzialnoscia, Poland became the step-down subsidiaries of the Company effective from 14th October, 2022. Flex Americas Brasil Ltda, Brazil was incorporated as a step-down Subsidiary w.e.f. 4th April, 2023 and Uflex Woven Bags, S.A. DE C.V., Mexico incorporated as step-down Subsidiary w.e.f. 26th April, 2023. Digicyl Pte. Limited, Singapore and Digicyl Limited, Israel were made as Joint Ventures of the Company.
During year 2022-23, the Company launched a fully recyclable spout pouch using BOPP (Biaxially Oriented Polypropylene)/PE films. It launched a machine in Q3, 2022, called LPFS-4U or 4 UP Linear, Pick, Fill, and Seal that guarantees speed, performance, safety, and hygiene.
Uflex Ltd
Chairman Speech
Dear Valued Shareholders,
I am delighted to present to you our 34th Annual Report for the Financial Year (FY)
2022-23.
The year witnessed major macroeconomic factors that shaped the global
economy—higher interest rates coupled with tightening liquidity, high commodity
prices following the Russia-Ukraine conflict, high energy and food prices in Europe, and
global supply-chain disruptions, amongst others.
Although these economic challenges impacted the overall demand, your Company emerged
resilient, and I am grateful to our customers, partners, employees, and other stakeholders
for their relentless collaboration to make this happen.
Your Company's financial performance, industry trends, and expansion plans
In FY23, your Company was able to steer through the challenges of unpredictable market
conditions effectively and achieved the highest-ever consolidated net revenue of INR
14,784 crore backed by the highest-ever packaging (3exible and aseptic) sales volume at
1,37,682 MT.
We are witnessing an era of transformational change in the packaging industry driven by
both regulations and consumer preferences and the pace of change is accelerating rapidly.
Sustainability and e-commerce are the megatrends shaping this era that will provide
opportunities on one hand and lead to uncertainties on the other. It will be important for
innovative products to be more sustainable and less expensive, and packaging companies
will have to consider incorporating new materials, recycled content, and new substrates,
into their portfolios.
As extended producer responsibility (EPR) and tax pressures make non-sustainable
packaging more problematic, we expect recycling, reuse, re3lling, and biodegradation to
gain further traction.
I am confident that our focus on sustainability, distributed global manufacturing
strategy, vertical integration, customer centricity, execution capabilities, investments
in research and development, and product innovation will enable us to successfully
navigate these changes and deliver year-on-year profitable growth.
During the year, your Company commissioned a BOPET 3lm plant and a CPP 3lm plant at
Dharwad, Karnataka, with a capacity of 45,000 MT per annum and 18,000 MT per annum
respectively, and a CPP 3lm plant at Dubai with a capacity of 18,000 MT per annum. In
addition, your Company set up a PCR line in Mexico to reprocess post-consumer PET bottles
and manufacture polyester (PCR) chips.
Your Company continues its focus on backward integration for BOPET 3lms by setting up
polycondensation plants in Egypt and in Panipat, India, to produce polyester chips that
are used to manufacture BOPET 3lm, 3exible packaging materials, and pet bottles. This will
ensure consistent availability of quality raw materials at reasonable prices that will
help improve margins.
Last year, your Company's aseptic packaging business achieved significant growth and
expanded its Sanand, Gujarat, manufacturing facility capacity to 7 billion packs per
annum.
We remain bullish on our 3exible packaging business, and our holography and chemicals
businesses continue to gather momentum.
Research and Development
As a company, we have always invested in R&D to develop products and solutions for
the future. Across all our business lines, we work with our customers to understand their
products, consumer expectations, and packaging needs and invest in the latest technologies
to deliver on their packaging and brand goals.
In FY23, we applied for several patents and were awarded two patents for our innovative
research methodologies in packaging 3lms and our inks and adhesives business.
ESG and Sustainability
As an integral part of our corporate strategy, we have always aligned our
sustainability agenda with our business and technological transitions and organizational
growth. Today, our business approach includes a holistic, sustainable strategy aimed at
providing long-term value for our stakeholders.
From the way we allocate capital toward recycling facilities, and how we manage our
operations to reduce greenhouse gas (GHG) emissions, to our supply chain and community
partnerships, our business decisions have always been aligned with our sustainability
vision and goals.
Continuing the momentum on our sustainability journey, your Company is in the process
of commissioning a Multi-Layered Plastic (MLP) recycling facility in Poland.
Our talent management, employee engagement, learning and development initiatives, CSR
activities, environmental initiatives, and ethical corporate governance are focused on
fulfilling our environmental, social, and governance (ESG) responsibilities.
I would like to thank each member of the UFlex family for their active support and
trust in our abilities to deliver on our promise. You continue to motivate us to unleash
our potential for the next phase of our growth.
Sincerely,
Ashok Chaturvedi
Chairman and Managing Director
  Â
Uflex Ltd
Company History
Uflex Ltd, the flagship company of the Flex Group is an India-based flexible packaging Company. The Company is a leading Indian Multinational, engaged in the manufacture and sale of flexible packaging products & offers a complete flexible packaging solution to its customers across the globe. The flexible packaging business consists of multi-layer laminated rolls of plastics, paper, cloth or metal foils that are used separately or in combination for various packaging applications. It manufactures printing ink and adhesives.
Uflex Ltd was incorporated in the year June 21st, 1988, with the name Flex Industries Ltd. In the year 1989, Flex Laminators and Flex Papers were merged with the company. In November 1994, the company launched the operation of first line for the production of BOPET films with the capacity of 20,000 TPA.
In January 1996, they launched the operation of second line for the production of BOPET films with the capacity of 20,000 TPA and in June 1996, they launched the operation of the first line for production of BOPP films with the capacity of 20,000 TPA. In January 1997, they started the commercial production of Polyethylene Teraphthalate chips.
In June 2001, the company formed a wholly owned subsidiary company, namely Uflex America, located in North Carolina, USA. In July 2002, they installed the first Metallizer with a capacity of 6000 TPA and in March 2003, they installed cast polypropylene film line for producing CPP films with a capacity of 6000 TPA. In October 2003, they installed the second Metallizer with the capacity of 6000 TPA.
In December 2003, the company launched the operation of the second line for the production of BOPP Films with a capacity of 15,000 TPA and in April 2004, they launched the operation of the third line for the production of BOPET Films with a capacity of 20,000 TPA.
During the year 2004-05, Flex Middle East FZE and Flex Europe Pvt Ltd became the subsidiary companies of the company. In July 2004, the company installed the third Metallizer with a capacity of 6000 TPA in Jabel Ali Free Zone, UAE and in March 2005; they set up a state-of-art polyester line with a capacity of 20,000 TPA in Jabel Ali Fee Zone.
In July 2005, the company installed the fourth Metallizer with plasma treatment facility with a capacity of 6000 TPA. During the year 2006-07, Flex Securities Ltd, Flex Engineering Ltd and FCL Technologies and Products Ltd merged with the company with effect from December 4, 2006. Also, the name of the company was changed from Flex Industries Ltd to Uflex Ltd.
In October 2007, the company launched the operations of fifth line, 8.7 mtr wide for the production of BOPET Films with a capacity of 25000 MT/annum in Flex Middle East FZE, Dubai. Also, they launched the operations of 1.85 mtr wide Thermal Lamination Machine for the production of Thermal Lam BOPP Film with a capacity of 3600 TPA.
The company set up the facilities to product flexible packaging materials with installed capacity of 12,000 TPA and Holographic materials with an installed capacity of 1600 MT per annum at Bari Brahmana in Jammu & Kashmir, which started their production from April 2008.
The company is in the process of setting up Distillery Project near Aligarh in the State of Uttar Pradesh with an initialed capacity of 90 KL per day. Also, the company has decided to set up two line of PET film with a capacity of 26,400 MT each, aggregating to total capacity of 52,800 MT through a wholly owned subsidiary company.
In April 2009, the company sold and transferred 51% of the holdings of UBIO Chemicals Ltd to the third party in terms of share purchase agreement dated March 30, 2009. Further, balance 49% of the shareholding of UBIO Chemicals Ltd will also be transferred in due course of time in terms of the said Share Purchase Agreement or any amendment thereof.
In 2016 Uflex Limited and WaveFront Technology Inc. announced an extension of their existing alliance in India to bring manufacturing of Fresnel lens packaging films to Europe. The set up operates within Flex Films Europa Sp. Z O.O's (subsidiary company of Uflex) facility in Wrzesnia, Poland with WaveFront Technology Europe leading the sales & marketing activities. The concept of Design-Develop-Deliver the Fresnel Lens Packaging films in Europe derives its strength by working with Flex Films in Poland and by utilizing the holographic skills and capabilities of Uflex.
At DRUPA 2016, Uflex shook hands with Italian firm Comiflex to manufacture C.I. Flexo printing Machines under a Technology Transfer Agreement with the latter at Uflex's manufacturing plant in Noida (India). While Uflex is commended for its engineering/ manufacturing capabilities, Comiflex SRL is a renowned entity in the field of designing and producing high quality C.I. Flexo Machines. This alliance is therefore being seen as the marriage between Technology of Comiflex and Manufacturing Prowess of Uflex and is progressing very well. All technical designs and drawings from Comiflex have been transferred to the design department of Uflex and team is now assembling the first 1.3 meter web, 8 color, central drum CI Flexo printing Machine in Noida that is being designed to operate at a speed of 400 meters per minute.
In September 2016, Uflex launched ESL Aseptic Flexi-pouch Machine for packaging milk in a pouch made from five to seven layered extruded/blown polyethylene films with strong barrier properties including a black layer for U.V. protection. This solution extends the shelf life of milk up to 90 days. Uflex is the only company in India to manufacture this kind of sophisticated machines. As a fully integrated packaging solution provider, it offers the especially extruded/blown film too.
During the Year, Flex P. Films (Brasil) Comercio De Films Plasticos Ltda was ceased to be a wholly owned subsidiary company with effect from 28th March 2017.
In year 2017, the Company shook hands with Ms. Think Lab, Japan and set up a Fully Automatic Robotic Laser Engraving Line for manufacturing rotogravure cylinders at the Noida facility. The robotic laser engraving line has reduced the cumbersome process of manufacturing rotogravure-printing cylinders to a single operator job. While over 200 cylinders are manufactured per day using the conventional process at Uflex, through the robotic laser engraving line spread in approximately 1/10th of the entire cylinder manufacturing shop floor area at Noida, a single operator can produce additional 60 cylinders per day.
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 2018. 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 the fiscal 2020-21, the company's subsidiary Flex Films Egypt, undertook a brownfield expansion in Egypt with the commissioning
of another 10.4 mt wide BOPP line. Its subsidiary re-commissioned BOPET lines from UAE to new Russian plant, situated in Stupino district in Moscow region for catering to Russia & CIS markets. It added capacities of BOPET lines through its subsidiary in Poland, Nigeria and Hungary.
In FY'21, the Company developed a host of innovative solutions like six-layered N95 mask to prevent COVID spread, FLEXITUBES in 30-200 ml size range to pack sanitizers, Flex Protect Coverall jointly developed with IIT Delhi & approved by DRDO, easy tear structure for single-dose sanitizers and alcohol-based dual purpose sanitizer
During the year 2023, the Company commissioned a BOPET film plant and a CPP film plant at Dharwad, Karnataka, with a capacity of 45,000 MT per annum and 18,000 MT per annum respectively, and a CPP film plant at Dubai with a capacity of 18,000 MT per annum. In addition, it set up a PCR line in Mexico to reprocess post-consumer PET bottles and manufacture polyester (PCR) chips.
During year 2022-23, 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 were incorporated as subsidiaries of the Company effective from 21st November, 2022. Plasticfix Europa Spolka Z Organiczona Odpowiedzialnoscia, Poland became the step-down subsidiaries of the Company effective from 14th October, 2022. Flex Americas Brasil Ltda, Brazil was incorporated as a step-down Subsidiary w.e.f. 4th April, 2023 and Uflex Woven Bags, S.A. DE C.V., Mexico incorporated as step-down Subsidiary w.e.f. 26th April, 2023. Digicyl Pte. Limited, Singapore and Digicyl Limited, Israel were made as Joint Ventures of the Company.
During year 2022-23, the Company launched a fully recyclable spout pouch using BOPP (Biaxially Oriented Polypropylene)/PE films. It launched a machine in Q3, 2022, called LPFS-4U or 4 UP Linear, Pick, Fill, and Seal that guarantees speed, performance, safety, and hygiene.
Uflex Ltd
Directors Reports
To the Members,
Your Directors have the pleasure of presenting 34th Annual Report together
with the Standalone & Consolidated Audited Financial Statements of the Company for the
Financial Year ended 31st March, 2023.
Financial Results
The summarized financial results for the year ended 31st March, 2023 and for
the previous year ended 31st March, 2022 are as follows:
[Rs. in Crores]
|
Consolidated Year Ended |
Standalone Year Ended |
|
2023 |
2022 |
2023 |
2022 |
| Revenue from Operations |
14662.51 |
13127.13 |
6778.89 |
5673.78 |
| Other Income |
129.42 |
108.98 |
38.12 |
46.81 |
| Share in Profit / (Loss) of Associate for the Year |
-4.99 |
4.30 |
-- |
-- |
| Share in (Loss) of Joint Venture for the Year |
-2.46 |
-3.62 |
-- |
-- |
| Total Income |
14784.48 |
13236.79 |
6817.01 |
5720.59 |
| Profit before Finance |
1878.50 |
2279.98 |
761.75 |
679.66 |
| Cost, Depreciation & Tax |
|
|
|
|
| Finance Cost |
473.43 |
322.46 |
182.57 |
155.03 |
| Depreciation |
599.03 |
537.12 |
262.06 |
253.21 |
| Profit before Exceptional Items and Tax |
806.04 |
1420.40 |
317.12 |
271.42 |
| Exceptional Items |
-149.99 |
-38.10 |
-- |
-- |
| Profit before Tax and after Exceptional Items |
656.05 |
1382.30 |
317.12 |
271.42 |
| Less: Tax Expenses |
175.29 |
282.88 |
73.40 |
49.09 |
| Profit for the year before Non-controlling Interest |
480.76 |
1099.42 |
243.72 |
222.33 |
| Non-Controlling Interest |
-0.07 |
-1.17 |
-- |
-- |
| Profit for the year |
480.69 |
1098.26 |
243.72 |
222.33 |
| Total Other Comprehensive Income for the Year |
350.57 |
57.85 |
-1.08 |
1.53 |
| Total Comprehensive Income for the Year |
831.26 |
1156.11 |
242.64 |
223.86 |
During the year under review, your Company has achieved consolidated total income and
net profit of Rs. 14784.48 crore and Rs. 480.69 crore respectively as against total income
and net profit of Rs. 13236.79 crore and Rs. 1098.26 crore respectively during the
previous financial year ended 31st March, 2022.
Further, your Company has achieved standalone total income of Rs. 6817.01 crore and net
profit of Rs. 243.72 crore as against total income of Rs. 5720.59 crore and net profit of
Rs. 222.33 crore during the previous financial year ended 31st March, 2022.
The Details of financial performance of all subsidiaries and associates are contained
in Note No.53 of the Notes to Accounts to the Consolidated Financial Statements.
Transfer of Unclaimed Dividend to Authority
An amount of Rs 17,33,009/- (Rupees Seventeen Lac Thirty Three Thousand Nine 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 21,407 (Twenty One Thousand
Four Hundred Seven 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. 3.00 per share for the
financial year ended 31st March 2023 after considering future needs of the
company for growth. The dividend, if approved at the forthcoming Annual General Meeting
will be paid to the Members whose names appear in the Register of Members as on Friday,
4th August, 2023. 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, 2023 was Rs.
72.21 Crore. During the year under review, the Company has neither issued Shares with Di3
erential Voting Rights nor granted Stock Options nor Sweat Equity.
As on 31st March, 2023 none of the Directors of the Company held any Equity
Shares except Shri Ashok Chaturvedi, Chairman & Managing Director and Shri Jagmohan
Mongia, Whole-time Director, who held 5,02,533 (Five Lac Two Thousand Five Hundred Thirty
Three) & 1 (one) Equity Shares respectively of the Company.
Fixed Deposits
The company neither had any fixed deposits outstanding as on 31st March 2023
nor fresh/renewal of deposits were accepted during the financial year 2022-2023. There
were no unclaimed deposits as on 31st March, 2023.
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.
During the year, the Nomination of Shri Alok Sabharwal (DIN : 02144568) as
Nominee-Director of the Company was withdrawn by IFCI Limited w.e.f. 31st
October, 2022. Further, Shri Tara Sankar Bhattacharya (DIN : 00157305) ceased to be
Director of the Company w.e.f. closing business hours of 13th February, 2023 on
account of completion of his second term as Independent Director(s) of the company. The
Board of Directors placed on record their appreciations for the valuable contribution made
by Shri Alok Sabharwal (DIN : 02144568) and Shri Tara Sankar Bhattacharya (DIN :
00157305), during their respective terms as the Director of the Company. Further, Shri
Sujit Kumar Varma (DIN: 09075212) was appointed as an Additional Director (Independent) of
the Company w.e.f. 14th February, 2023 for a term of 3 consecutive years ending on 13th
February, 2026. His appointment(s) was approved by the Members of the Company through
Postal Ballot on 17th April, 2023. Further, the Shareholders of the company also by way of
Special Resolution passed through Postal Ballot on 17th April, 2023 appointed Shri
Ghyanendra Nath Bajpai (DIN: 00946138) as an Independent Director of the Company for a
term of 3 consecutive years ending on 16th April, 2026. Your Directors welcome
Shri Sujit Kumar Varma (DIN: 09075212) & Shri Ghyanendra Nath Bajpai (DIN: 00946138)
on the Board of the Company.
Further, the Board of Directors vide its Circular Resolution dated 25th May, 2023 has
approved the appointment of Smt. Rashmi Verma (DIN: 01993918) as an Additional Director
(Independent, Non-Executive, Woman Director) w.e.f. 26th May, 2023 on the Board of the
Company for a term of 3 consecutive years ending on 25th May, 2026. Further,
Smt. Indu Liberhan (DIN:03341420) & Shri Pradeep Narendra Poddar (DIN:00025199) ceased
to be Director of the Company respectively w.e.f. closing business hours of 27th May, 2023
and 29th May, 2023 on account of completion of their respective second term(s) as an
Independent Director of the Company. The Board of Directors placed on record their
appreciations for the valuable contribution made by Smt. Indu Liberhan (DIN:03341420)
& Shri Pradeep Narendra Poddar (DIN:00025199) during their respective terms as the
Director 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
"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 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, 2023,
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, 2023 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 conducted periodic audits to provide reasonable
assurance that the Company's 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
During the year, M/s. Vijay Sehgal & Co., Chartered Accountants, Delhi (Firm
Registration No.000374N) was appointed as Joint Statutory Auditors of the Company, to
holdprofitice from the conclusion of the 33rd Annual General Meeting until the
conclusion of the 38th Annual General Meeting of the Company to be held in year
2027. The Report given by M/s. M S K A & Associates, Chartered Accountants (Firm
Registration Number – 105047W) & M/s. Vijay Sehgal & Co., Chartered
Accountants, Delhi (Firm Registration No.000374N), Statutory Auditor(s) on the financial
statement of the Company for the year 2022-23 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, 2023 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 2023-2024.
Secretarial Auditors
The Board has re-appointed M/s Mahesh Gupta & Co., Practicing Company Secretaries,
Delhi as Secretarial Auditor for Financial Year 2023-24 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, UPET
Holdings Limited, Mauritius, LLC Flex Chemicals Private Limited, Russia, and USC Holograms
Pvt. Ltd., India 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 (w.e.f. 21st November, 2022), and
Plasticfix Europa Spolka Z Organiczona Odpowiedzialnoscia, Poland (w.e.f. 14th
October, 2022) are step-down subsidiaries of the Company. Digicyl Pte. Limited,
Singapore and Digicyl Limited, Israel are JV of the Company. Further, Flex Americas
Brasil Ltda, Brazil (w.e.f. 4th April, 2023) and Uflex Woven Bags, S.A. DE C.V.,
Mexico (w.e.f. 26th April, 2023) has been incorporated as step-down
subsidiaries.
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 O3 ice 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. 53 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 during the year, which comprised
Smt. Indu Liberhan (DIN: 03341420), Chairperson, Shri Jagmohan Mongia (DIN: 09051022) and
Shri Paresh Nath Sharma (DIN : 00023625), Member. Consequent upon cessation of Smt. Indu
Liberhan (DIN: 03341420) from the Directorship of the Company upon completion of her
second term as Independent Director, she ceased to be the Chairperson of the Corporate
Social Responsibility (CSR) Committee. Accordingly, the Committee has been reconstituted
which now comprises of Shri Jagmohan Mongia (DIN: 09051022), Chairman, Shri Paresh Nath
Sharma (DIN : 00023625) and Smt. Rashmi Verma (DIN: 01993918), 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
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 Financial Year 2022-2023, the
Company was to undertake CSR Activities of an amount of Rs 525.37 Lacs. However, the
Company spent an amount of Rs. 334.41 Lacs during the year and an amount of Rs. 228.00
Lacs was transferred to CSR unspent account with Schedule Bank within 30 days from the
closure of financial year as per provisions of section 135(6) of the Companies Act, 2013
for meeting CSR activities for ongoing projects. As the Company has transferred Rs.37.04
Lacs in excess against the qualifying amount of Rs.190.96 Lacs, which was to be
transferred to unspent CSR Account. The said Rs. 37.04 Lacs shall be available for set-off
in subsequent years.
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 Dra3 Annual Return of the Company as on 31st March, 2023 is available on
the Company's website and can be accessed at https://www.uflexltd.
com/pdf/Extract-Annual-Return/UFLEX-Annual-Return-2022-2023.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 comprised Smt. Indu Liberhan
(DIN:03341420) as the Chairperson, Shri Jagmohan Mongia (DIN: 09051022), Shri Pradeep
Narendra Poddar (DIN: 00025199) and Shri Paresh Nath Sharma (DIN : 00023625) as the
Members as on 31.03.2023. Shri Tara Sankar Bhattacharya (DIN : 00157305) ceased to be
Director of the Company w.e.f. closing business hours of 13th February, 2023.
Consequent upon cessation of Directorship of Smt. Indu Liberhan (DIN: 03341420), upon
completion of her second term as Independent Director, she ceased to be the Chairperson of
the Audit Committee. Accordingly, the Committee has been reconstituted and now comprises
of Shri Paresh Nath Sharma (DIN : 00023625) Chairman, Shri Jagmohan Mongia (DIN:
09051022), Shri Sujit Kumar Varma (DIN: 09075212) and Smt. Rashmi Verma (DIN: 01993918),
Member. 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 arm's-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
Company's 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 has been laid down. The same policy as
approved by the Board is uploaded on the Company's 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
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 2022-2023 and hence no complaint is outstanding as on 31st
March, 2023 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, 2023 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 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.
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 O3 ice 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 per ANNEXURE - ‘E'.
EnergyConservation,TechnologyAbsorption 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
UFLEX's approach to business is Creating Shared Value as used by your Company and it is
about the 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 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 Company's 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 & its subsidiaries are
mentioned in Management and Discussion and Analysis section of the Annual Report and some
of these awards & accolades includes:
• ‘Outstanding Work in Circularity Award' in Large Enterprises at the Indian
Circular Economy Forum ACE Award 2022 for its sustainability-driven initiatives that help
create a circular economy.
• Best Employer Brand Award in the Global Best Employer Brands 2023 segment at the
World HRD Congress 2023, presented by Times Ascent.
• ‘Best Organization in HR Practices' at the National Management Summit 2022
organized by Top Rankers Management Club.
• Silver Award - Technical Innovation at the Flexible Packaging Achievement Awards
2023, organized by the FPA, for our F-UHB-M Ultra High Barrier & High Metal Bond
Metallized Polyester Film for aluminum foil replacement.
Further the details of all Awards and Accolades conferred upon the Company are also
provided on the Company's 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 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 : 30th May, 2023 |
DIN : 00023452 |
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