Our endeavour is to enhance Stakeholders' Value - Uflex Ltd.

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DIRECTOR’S REPORT | 2 | UFLEX LIMITED for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) that the Directors have prepared the annual accounts on a going concern basis. The Company’s Internal Auditors have conducted periodic audit to provide reasonable assurance that the Company’s established policies and procedures have been followed. The Audit Committee constituted by the Board reviews the internal control and fi nancial reporting issues with Internal Auditors. AUDITORS & AUDIT The Auditors of the Company M/s. Vijay Sehgal & Co., Chartered Accountants, Delhi, retire at the forthcoming Annual General Meeting and being eligible, off er themselves for reappointment. The Company has received a letter from them to the eff ect that their appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956. The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any further comments. SUBSIDIARY COMPANIES Pursuant to Section 212 of the Companies Act, 1956, the required information in respect of Subsidiary Companies, i.e. Flex America Inc., USA, Flex Middle East FZE, UAE, Flex Europe Pvt. Ltd., UK, Ufl ex Packaging Inc., USA & UPET Holdings Ltd., Mauritius & UTech Developers Limited, India alongwith Balance Sheets and Statement of operations are annexed to the Annual Report. Further, UPET (Singapore) Pte. Ltd., Flex Americas, S.A. de C.V., Mexico, Flex P. Films (Egypt) S.A.E, UTech Retailers Ltd. & AKC Developers Ltd. are subsidiaries of the Company in terms of Section 4(1)(c) of the Companies Act, 1956. The Balance Sheet and statement of operations are also annexed to the Annual Report. CONSOLIDATED FINANCIAL STATEMENTS In accordance with the Accounting Standard-21- Consolidated Financial Statements read with Accounting Standard-27 on Financial Reporting of Interest in Joint Ventures and Accounting Standard-23 on ‘Accounting for Investments in Associates’ issued by the Institute of Chartered Accountants of India, your Directors have pleasure in attaching the consolidated fi nancial statements, which form part of the Annual Report & Accounts. CORPORATE GOVERNANCE Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges. TWENTIETH ANNUAL REPORT 2008 - 2009 A separate Report on Corporate Governance alongwith Report on Management Discussion and Analysis is enclosed as part of the Annual Report. STATUTORY DISCLOSURES None of the Directors of your Company is disqualifi ed as per provision of Section 274(1)(g) of the Companies Act, 1956. Your Directors have made necessary disclosures as required under various provisions of the Act and Clause 49 of the Listing Agreement. Particulars of employees as required u/s 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 are given in Annexure `A’ forming part of this Report. Information under Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure `B’ forming part of this Report. 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 the Financial Institutions, Banks, Government authorities particularly in the states of Uttar Pradesh, Madhya Pradesh, Jammu & Kashmir, Shareholders, GDR holders, FCCB holders, Debenture holders, Warrant Holders, Fixed Deposit holders, customers, suppliers and other business associates for their continued co-operation and patronage. For & On behalf of the Board Place : NOIDA ASHOK CHATURVEDI Dated : 30th July, 2009 Chairman & Managing Director
DIRECTOR’S REPORT ANNEXURE `A’ TO DIRECTORS’ REPORT UFLEX LIMITED Information as per Section 217(2A)(B)(1) read with Companies (Particulars of Employees) Rules, 1975 and forming part of the Directors’ Report. A. EMPLOYED FOR THE FULL YEAR Sl. No. Name Age Designation Remuneration (Rs.) 01. Shri Chaturvedi Ashok 02. Shri Kaushik S K 03. Shri Tyle Pradeep 04. Shri Jain R K 05. Shri Ray Amitava 06. Shri Sirsamkar P L 07. Shri Srivastava Ashok Chandra 08. Shri Jain Dinesh 09. Shri Sachdeva Anup 10. Shri Mongia J M 11. Shri Tandon Ajay 12. Shri Dosi Dilip Kumar 52 Chairman & Managing Director 70 Whole-time Director 48 Sr. President (Films) 54 President (Corp. F&A) 63 President (Packaging Division) Qualifi cations Experience (Yrs.) Date of Appointment Last Employment (Position Held) 70847313 B.Sc. 31 01.08.1988 Flex Laminaters Limited (Chairman & Managing Director) 2430798 F.C.A. 44 01.08.2005 Flex Foods Limited (Whole-time Director) 15241404 B.E.(Hons) Chem. P.G.D.B.M. 26 01.08.1988 Flex Laminaters Limited (General Manager [Operations]) 9325007 F.C.A. 29 01.08.1988 Flex Laminaters Limited (Financial Controller) 10283977 B.A. (Hons) PGDM 44 06.06.2001 India Foils Limited (Managing Director & CEO) 51 President (Films) 8036165 B.E. 28 01.01.1993 Polyplex Corpn. Ltd. (Dy. General Manager) 61 Joint President (Export Div.) 55 Joint President (Group HR) 45 Joint President (Export Marketing) 53 Joint President (Domestic Marketing) 53 Joint President (Operations) 53 Joint President (Films) 4055024 LLB, DIP in Business Administration. 6000554 B.Sc. LLB, LLM, DBA 38 13.03.2006 Bharti Health Care Ltd. (CEO) 30 20.07.1990 Usha Shri Ram Ltd. (Factory Manager) 4417858 B.A. 23 10.11.1997 Sharp Industries Ltd. (Sr. General Manager) 4349106 B.Com 31 08.08.1994 Garware Paints Ltd. (Divisional Manager) 4876431 B.E. (Mechanical Engineering) 31 04.12.2006 FCL Technologies & Products Ltd. (Exe. Vice President) 3523937 BE (Hons), MBA 32 12.10.2007 Ester Industries Limited (Executive Director) 13. Shri Singh A P 62 Joint President 3480365 B.Pharma. 38 24.02.1996 Burroughs Welcome India Limited (Marketing Incharge) 14. Shri Mital Vipin 64 Exe. Vice President 3523467 B.Sc., B.Tech., M.B.A. 15. Shri Agarwal P K 16. Shri Anand Arun 51 Exe. Vice President (Cylinder Division) 41 04.12.2006 Flex Engineering Limited (Chief Executive) 4932125 M.Sc. (Chem.) 28 01.08.1988 Flex Laminaters Ltd. (Manager - Production) 57 Exe. Vice President 3979177 B.A. 32 02.05.1996 Sharp Industries Ltd. (Director – Marketing) 17. Shri Pillai J G 48 Exe. Vice President (Operations) 18. Shri Sharat Chandra 19. Shri Raje H M 53 Vice President (Technology) 20. Shri Kapoor Devender 3295117 BE (Mech), MBA 24 18.11.1996 Lippi Systems Limited (Director) 57 Exe. Vice President 3098400 M.Sc., MBA 32 01.04.2008 Montage Enterprises Pvt. Ltd. 47 Vice President (Marketing) 3738169 M.Chem. Engg. 29 04.12.2006 FCL Technologies & Products Limited (Vice President) 3411837 BA (Hons) 26 18.10.1999 Raviraj Foils Limited (Vice President (Sales & Marketing) TWENTIETH ANNUAL REPORT 2008 - 2009 | 3 | C O M P A N Y
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