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HINDUSTAN FLEX LIMITED (Innovation through Technology) (CIN:U24243UP2004PLC028424) ANNUAL REPORT 2017-18

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HINDUSTAN FLEX LIMITED

(Innovation through Technology)

(CIN:U24243UP2004PLC028424)

ANNUAL REPORT

2017-18

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OVERVIEW

Manufacturing Facility (Ink Division)

Manufacturing Facility at Saresh Bagh, Kanpur for Printing Inks

Research and Development Activities being carried out by our Technical Team

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Manufacturing Facility (Container Division)

PLANT VISIT

Manufacturing Facility at Jainpur , Kanpur Dehat for Metal Containers

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GENERAL INFORMATION

Board of Directors

(as on 03.07.2018)

Mr. Alok Kumar Mishra (DIN:00606075) Mr. Karan Katyan (DIN: 07186785) Mrs.Sapna Talreja (DIN: 08145835) Mr. Vineet Dixit (DIN: 08136642)

Bankers State Bank of India Bank of Baroda

Statutory Auditors

M/s Shashi Dinesh & Co. , Chartered Accountants G-2, Prabhu Rachna Apartments, Stock Exchange Crossing, 13/386, D, Civil Lines, Kanpur-208001

Website www.hindustanflex.com Email ID [email protected]

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BOARD REPORT To,

The Fellow Members, Hindustan Flex Limited The directors have pleasure in presenting their 14thAnnual Report of the company together with the Audited accounts for the period ended on 31st March, 2018. Financial Results: The Summarized Standalone Financial Performance of the Company for the Financial Year Ended 31st March 2018 as compared to previous year was as under:

(Rs. In Lakhs) Particulars Current Year

(for the Period 2017-18)

Previous Year (for the Period

2016-17) Total Income 2061.76 1566.26 Less-Expenditure during the year 1824.97 1501.12 Profit/(Loss) before Depreciation, Interest & tax

236.79 65.14

Less- Depreciation 50.68 34.50

Less- Interest 40.38 22.59

Less- Provision For Tax & Adjustments 40.69 3.75 Net Profit/(Loss) 105.04 4.30

Transfer to General Reserve (Profit for the year)

105.04 4.30

Paid Up Share Capital 283.14 283.14

Reserves and Surplus 221.95 116.91

Financial Highlights Your company has registered all around progress during the year under review. The company is committed to make itself in international standards of quality, operational

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performance, efficiency and customer care. the highlights of our performance for the year 2017-18 are:

a) the Gross Turnover of the company for Financial Year 2017-18 increased to Rs.2048.62 Lakhs as against Rs. 1564.12 Lakhs in the corresponding previous financial year , thus registering a growth of 30.98%.

b) Net profit after tax has increased to Rs 105.04 Lakhs in the financial year 2017-18

from Rs. 4.30 Lakhs in the corresponding previous financial year , thus registering a growth of 23.43%.

Your directors are putting in their best efforts to improve the performance of the company. The operational performance of the company has been comprehensively covered in the management discussion and analysis report. Future Prospects And Outlook Of The Company HFL business of printing inks is undergoing rapid progress, both ,with respect to growth in share of conventional inks and also with respect to growth in development of new products. Today HFL is a force to reckon with in the organised printing ink manufacturing sector (for gravure and flexographic printing) . HFL is also being recognised as quick growing organisation both with respect to market penetration and introduction of new products. HFL strategy of swift and quick response to understand and address customer requirements, ensuring customer satisfaction through product advantages by demonstrating cost effectiveness, ease of operations and customize results has established it as important player in the business of printing inks. HFL has embarked upon the printing sector which has only global players as suppliers for printing inputs- water base inks for gravure and flexo applications- specialities which invariably will offer better and higher margins. This area of printing is definitely showing high growth rates and great scope for innovation, thus , providing opportunities for rapid growth.

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As per the Report by the World Known Consultants, Brickwork India, a growing demand from the publishing and packaging industry has resulted in an increase in the global demand for printing inks. The global market is expected to exhibit a steady growth with total revenues reaching a value of US $ 23 Billion by 2023 with a CAGR of 3.2 % during 2018-2023. Subsidiaries, Joint Ventures or Associate Companies The Company does not have any Subsidiary, Joint Venture or Associate Company. Material Changes and Commitments during the Year During the period under review, the major/ material events that occurred includes the following Commencement of commercial production of metal containers at its Container manufacturing division i.e. Unit II situated at K-15, UPSIDC Industrial Area, Jainpur, Kanpur Dehat in the month of April 2018. The aforesaid expansion of the company led to increase in requirement of working capital for the company. The company, through its meeting of Board of Directors, discussed over the entire matter at length regarding various sources of funding available for meeting the above requirement. In view of the same, the company is planning for raising the funds by means of a proposed initial public offer. The company is making efforts towards finalization of the proposed decision in order to proceed with the further formalities in this regard. Change in the Nature of Business Except the aforesaid and save as mentioned elsewhere in this report, no material changes and commitments affecting the financial position of the company have occurred between the end of the financial year of the company 31st March, 2018 and the date of this report. Adequacy of Internal Financial Controls - Rule 8(5)(viii) of The Companies (Accounts) Rules, 2014 The Company has, in all material aspects, an adequate system of internal controls over financial reporting and such internal controls over financial reporting were operating effectively as at 31st March, 2018.

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Dividend Your Directors feel that it is prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the year ended 31st March, 2018. Reserves & Surplus The current year profit of Rs.105.04 Lakhs has been included as Surplus under the head Reserves & Surplus of the Balance sheet. Compliance Under Secretarial Standards The Company is in compliance of all applicable secretarial standards issued by The Institute of Company Secretaries of India from time to time. Directors The changes in the composition of Board of Directors of the Company during the year as well as till date are as follows:

1. Resignation of Mr. Shwetank Agrawal (DIN: 06363144) from the directorship of the Company w.e.f. 03.02.2018.

2. Cessation of Mrs. Nisha Mishra (DIN: 00673782) as an Executive Director of the Company w.e.f. 18.05.2018.

3. Appointment of Mr. Vineet Dixit (DIN 08136642) as an Independent Director to the Board of Directors of the Company w.e.f . 30.05.2018.

4. Appointment of Mrs. SapnaTalreja (DIN 08145835) as an Independent Director to the Board of Directors of the Company w.e.f. 12.06.2018

The above appointments have been made as per the applicable provisions of the Companies Act, 2013. Declaration of Independence under section 149(6) has been duly obtained from the appointee Independent Directors. Relevant documents with respect to the above appointments are available for inspection at the registered office of the Company. In addition to the above, a detailed profile of the appointees may also be viewed at our website: www.hindustanflex.com Pursuant to section 152(6) and other applicable provisions , if any of the companies act, 2013, one third of such number of the directors as are liable to retire by rotation shall retire every year and, if eligible , offer themselves for reappointment at every annual general meeting. Consequently, Mr. Karan Katyan, Director(DIN: 07186785) of the Company, shall retire by rotation and being

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eligible , offer himself for reappointment in accordance with the provisions of the companies act,2013. Deposits:

1. Accepted during the year: NIL 2. Remained unpaid or unclaimed as at the end of the year: NIL 3. If there has been any default in repayment of deposits or payment of interest

thereon during the year and if so, number of such cases and the total amount involved: a. At the beginning of the year: NIL b. Maximum during the year: NIL c. At the end of the year: NIL

Deposits not in compliance with Chapter V of the Act The provisions of Section 73 of Companies Act, 2013 are not applicable on the Company. Particulars of Loans, Guarantees or Investment As per the financials, the provisions of Section 186 of the Companies Act,2013 are not attracted towards the Company. Related Party Transactions The related party transactions entered during the year are detailed in Note No. 2.32of the Financial Statements of the Company. Auditors: Consequent upon resignation letter dated 11.04.2018 being received from the previous Statutory Auditors i.e. M/s Mukesh Srivastava & Co., the Board of directors have accepted the same and thereafter decided to call upon an extraordinary general meeting to fill the casual vacancy that arose due to the aforesaid resignation. Thereafter, in accordance with Section 139 of Companies Act, 2013 and relevant rules framed thereunder M/s Shashi Dinesh & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company to fill in the casual vacancy from the conclusion of Extraordinary General Meeting held on 05.05.2018 till the conclusion of the ensuing Annual General Meeting to be held for the Financial Year 2017-18.

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M/s Shashi Dinesh & Co., Chartered Accountants, Kanpur are eligible for appointment as auditors of the Company for a further period of five years in terms of Section 139(1) of the Companies Act, 2013 Comments by Board on Auditors Report: The observations made by the auditors are self explanatory and do not call for any further comments. The Auditors' Report is an unqualified report and does not contain any qualification, reservation, adverse remark or disclaimer. Management Discussion and Analysis Report: Management discussion and analysis report on financial condition and results of the operations of the company for the year under review is given as separate statement forming part of the annual report as Annexure I. State of Company’s Affairs: A pointwise Comparison of Financial Year Ended March 31, 2018 with Financial Year Ended March 31, 2017 is summarized below:

1. Our Revenue for the financial year 2017-18 is ₹ 2048.62 Lakhs as compared with ₹ 1564.12 Lakhs for the year 2016-17 which shows 30.98% growth rate in sales of the Company. The aforesaid increase is due to introduction of various varieties of printing inks in the market.

2. Our Cost of Material Consumed in this year accounts to Rs. 1654.89 Lakhs against

Revenue of Rs.2048.62 Lakhs as compared with Rs. 1332.97 Lakhs against our Revenue of Rs. 1564.12 Lakhs of the previous year thereby, showing an increase by 24.15% due to corresponding increase in Revenue.

3. Our Finance Cost in this year amounted to Rs.46.22 Lakhs as compared to

Rs.28.05 Lakhs in the previous year thereby showing an increase of 64.77% due to increase in Borrowings to cover Working Capital Requirements and term loan for setting up of manufacturing of metal containers.

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4. Our other Expenses occurred during this year were Rs. 81.80 Lakhs as compared with Rs. 80.74 Lakhs showing a marginal increase due to company control over other expenses which has resulted in stability in operations.

5. Our company earned Profit before exceptional & extraordinary items and Tax in

this year amounting to Rs.145.73 Lakhs as compared to Rs.8.05 Lakhs in the previous year. The tremendous increase is due to the different products being introduced by the company in the market having better margins and increase in higher sales throughout the year

6. Net Profit after Tax and Extraordinary items for the year Rs.105.04 Lakhs as compared with Rs. 4.30 Lakhs due to increase in sales and introduction of different products having better margins.

Corporate Governance: Your company believes that the great organisations are built on the foundations of good governance practices. Corporate governance is all about effective management of relationships among constituents of the systems, i.e. shareholders, management, employees , customers, vendors, regulatory and the community at large. Directors Responsibility Statement: In accordance with the provisions of Section 134(5) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the informations and explanations obtained by them and save as mentioned elsewhere in this report, the attached annual accounts and the auditors report thereon, your directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

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(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had devised proper systems to ensure compliance with the

provisions of all applicable laws and that such systems were adequate and operating effectively.

Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo: The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

Conservation of Energy: (i) the steps taken or impact on

conservation of energy (ii) the steps taken by the company for

utilizing alternate sources of energy

(iii) the capital investment on energy conservation equipment’s;

Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve and optimize use of energy with continuous monitoring, improvement in maintenance and distribution systems and through improved operational techniques.

Technology absorption (i) the efforts made towards

technology absorption

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution

Updation of Technology is a Continuous process, absorption implemented and adopted by the Company for innovation. Efforts are continuously made to implement the same. By the updated use of technology and new machines, company has been able to successfully retain the customer’s confidence with respect to its improved production. Company is coupled with a team of qualified and skilled engineers.

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(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) a. the details of technology

imported b. the year of import; c. whether the technology been

fully absorbed d. if not fully absorbed, areas

where absorption has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Development.

Further, backward integration (through establishment of container unit ) has led to per unit cost reduction of Rs. 3.24 per kg Solvent recycling plant is installed at Saresh Bagh Unit. It is used to recover used/dirty Solvent. Details of Capacity : 50 Kgs Per Batch Nil Research and Technology and innovation continue to be one of the key focus area to drive growth. To support this, Company avails services of qualified and experienced professionals / consultants. The development work is carried by the concerned department on an ongoing basis.

Foreign exchange earnings and Outgo: The details of foreign exchange earnings and outgo of the company are as under:

i. Inflow -Rs. 33.17 Lakhs ii. Outflow – Nil

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Employees Statement

a) The employees of the Company continue to render their full co-operation and support to the Management. The Directors wish to place on records their appreciation to all the employees for their co-operation.

b) Information as per Section 197(2) of the Act read with rules5(2) and 5(3) of the

companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forming part of the Director's Report for the year ended March 31, 2018 is not required to be furnished as no employees was employed for Rs. 1,02,00,000/- or more per year or Rs. 8,50,000/ - or more per month for any part of the Year.

Details of Board Meeting Held during the Year No. of Board Meetings held during the year:11 Date of Board Meeting No. of Directors present 24.03.2018 3 23.03.2018 3 19.03.2018 3 16.02.2018 3 03.02.2018 4 15.12.2017 4 03.10.2017 4 08.09.2017 4 01.09.2017 4 10.07.2017 4 25.04.2017 4

Extract of Annual Return According to the provisions of Section 92(3) the prescribed Form MGT-9 (Extract of Annual Return) is attached as per Annexure II.

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ienificant And Material Orders Pa Bv The Reeulators Or Courts Or Tri nals

Impacting The Going Concern Status And Company's OPerations In Future

The Company l-ras not receivecl ar-ry orcler passed by Regulators or Courts or Tribunals

impacting the Going Concern Statr-rs and ComPany's operations in future.

Disclosure under the Sexual Harassment of Women at WorkPlace (Prevention

Prohibition and Redressal) Act' 2013

There. \\,ere no complaints received by the company under sexual harassmc-nt.

Acknowled eementyour clirectors are gratefr,rl and pleased to place on record their appreciation for the

excellent support, trust, guidance and cooperation extended and reposed bv all its

stakeholders, employees, cr-rstorners, banks, various govt deptt., statutory and

regulatory bodies and local authorities in the company and look forward to their

continued patronage.

For Hindustan rl;g;rimitea

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( olx: oo6oooTt {-R/o: 719 I 449 DarshanPurwa

R.K. Nagar, Fazalganj

Kanpur

Date:03.07.2018

Place: Kanpur

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Annexure I Management Discussion and Analysis Report: Cautionary statement: Statements in the management discussions and analysis describing the objectives of the company , expectations or predictions may be forward looking within the meaning of applicable securities, laws and regulations. Actual results may differ materially from those mentioned in the statements. Important factors that could influence the operations of the company includes overall global economic conditions , domestic manufacturing and service growth pattern, foreign exchange stability , stable credit environment, government policies, political factors and such other factors beyond the control of the company. Forward Looking Statements: Forward looking statements are based on certain assumptions of future events. The company cannot guarantee that these assumptions and expectations are accurate or will be realized. The company’s actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events. Overview, Industry Structure: Thus, with above growth, growth for consumption of printing inks is rising for both conventional inks and also for specifically inks, though consumed in small quantities till now, will certainly see a growth as the usefulness of these inks The annual turnover of Indian packaging industry will touch US$73 billion by 2020 from the US $46 billion in 2016. In the coming years, the Indian packaging industry is anticipated to register 18% annual growth , it is expected that annual turnover of Indian packaging industry will get a steady boost and touch $73 billion by 2020. Moreover, increase of middle class population in India at a faster pace, will further trigger the consumption of packaging material and thus, the packaging industry will go further, therefore , the country needs more packaging professionals.

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However, the industry is facing challenges in dealing with the solid waste generated by the product. In India the major challenges is to tackle the packaging solid waste management in a proper manner. The consumption of packaging is growing which leading to the accumulation of solid waste. Raw Materials: Raw materials have had a major effect on ink manufacturers in recent years , but the past year has witnessed some stability, raw material prices have stabilized somewhat, albeit at higher prices, which is now the new norm. There are a few areas of concern around pigments and pigment intermediates related to environmental and regulatory challenges in India and China that could affect the supply chain and result in price increases if they come through. On another note, there has been upward movement in styrene pricing recently. Which could affect our water based and gravure inks but that appears to be a temporary spike rather than a long term trend, and we expect styrene prices to retreat by end of summers. Future Prospects And Outlook Of The Company HFL business of printing inks is undergoing rapid progress, both ,with respect to growth in share of conventional inks and also with respect to growth in development of new products. Today HFL is a force to reckon with in the organised printing ink manufacturing sector (for gravure and flexographic printing) . HFL is also being recognised as quick growing organisation both with respect to market penetration and introduction of new products. HFL strategy of swift and quick response to understand and address customer requirements, ensuring customer satisfaction through product advantages by demonstrating cost effectiveness, ease of operations and customize results has established it as important player in the business of printing inks. HFL has embarked upon the printing sector which has only global players as suppliers for printing inputs- water base inks for gravure and flexo applications- specialities which invariably will offer better and higher margins. This area of printing is definitely

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showing high growth rates and great scope for innovation, thus , providing opportunities for rapid growth. As per the Report by Brickwork India, a growing demand from the publishing and packaging industry has resulted in an increase in the global demand for printing inks. The global market is expected to exhibit a steady growth with total revenues reaching a value of US $ 23 Billion by 2023 with a CAGR of 3.2 % during 2018-2023. Opportunities The packaging industry is very dynamic and has undergone significant change because the environment in which it operates is changing e.g. laws & regulations, introduction of new products, the globalization of technologies and a general increase in competitiveness have accelerated in the last 10 years, but there are greater concerns with health and reliability issues such as greater commercial pressure for freshness in foods. In the drug sector, there is also pressure to inform the consumer greater details about the drug, its effects and side effects. Above all, the world perceives the packaging industry an environmental unfriendly and thus there is opposition to it in general. But all the products made by the Company are eco-friendly, thus do not have any effect. Corporate Social Responsibility: The Company is a socially responsible corporate citizen committed to deliver a positive impact across social, economic and environmental parameters. The Company acknowledges its responsibility on the manner that its activities influence its consumers, employees and stake holders, as well as the environment. The company seeks to achieve its corporate and social objectives by focusing on the following strategic areas:

Environmental Responsibility Employee Engagement Community Initiatives

Risk Management: Over the years, the company has achieved an appropriate balance between risk and returns by setting up an efficient risk mitigation system to meet various forms of financial and other risks. The primary risks that the company is exposed to credit risk, market risk and operational risk. Evaluation of risk and its

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management becomes more important in the global scenario, especially when your company is trying to penetrate the global markets. Low demand, Economic slowdown, political instability, higher inflation, natural calamities may affect the business. Business therefore cannot be risk free. What is therefore important is to correctly access the risk area wise and to take steps to mitigate the risk before it becomes a potential threat. General risk areas are statutory compliances, economy, financial, government regulations and policies, market related, operational, products and technology, intellectual property etc. Human Resource Development/Industrial Relations: The Company’s Human Resources philosophy is to establish and build a strong performance and competency driven culture with greater sense of accountability and responsibility. The company has taken pragmatic steps for strengthening organizational competency through involvement and development of employees as well as installing effective systems for improving the productivity, quality and accountability at functional levels. Our people are our key asset. We have been able to create a work environment that encourages pro-activeness and responsibility. The company has cordial relations with employees and staff. There were no industrial relations problems during the year and the company does not anticipate any material problems on this count in the current year. The management is also committed to help the employees and workers to sharpen their skills and to improve their knowledge base for which continuous efforts are made on training and development. With the changing and turbulent business scenario, our basic focus is to upgrade the skill and knowledge level of the existing human assets to the required level by providing appropriate leadership at all levels, motivating them to face the hard facts of business, inculcating the attitude for speed of action and taking responsibilities. The company recognizes the importance and contribution of its human resources for its growth and development and is committed to the development of its people.

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Internal Control Systems and Adequacy: The Company has established internal control systems for ensuring optimum use of resources and safeguarding the assets. The Internal Control Systems and procedures are adequate and commensurate with the size of the Company. These business control procedures ensure efficient use and protection of the resources and compliance with the policies, procedures and status. The management has put in place internal system for constant review and monitoring of recovery efforts. The role and responsibility of all managerial positions are established, monitored and controlled regularly. All the transactions are authorized, timely recorded and reported truly and fairly. However, as part of an ongoing process, we have further strengthened it by making a few more processes and workflows IT system based to ensure tighter control, monitoring and increased accountability in various areas of operation. In order to ensure adherence to the laid down systems, apart from internal reporting and monitoring, we have also put in place formal Internal Audit System commensurate with the size and nature of business. We will contribute our focus on improving the systems and procedures further to improve efficiency, transparency and accuracy. Environment, Occupational Health & Safety: Your Company is committed to conducting its operations with due regard to the environment and providing a safe and healthy workplace for employees. The collective Endeavour of your Company’s employees at all levels is directed towards sustaining and continuously improving standards of environment, occupational health and safety in a bid to attain and exceed international benchmark.

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Annexure II FORM NO. MGT.9

EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st March, 2018

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN: U24243UP2004PLC028424 ii. Registration Date: 23.03.2004

iii. Name of the Company: Hindustan Flex Limited iv. Category / Sub-Category of the Company:Company Limited by Shares/Indian

Non-Government Company v. Address of the Registered office and contact details: 123/57, SareshBagh, Factory

Area, Kanpur -208012 vi. Whether listed company: Yes / No

vii. Name, Address and Contact details of Registrar and Transfer Agent, if any: N.A.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- Sl. No.

Name and Description of main products/ services

NIC Code of the Product/ service

% to total turnover of the company

1. Manufacturing of Printing Ink 24223 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES- The company does not have any holding, subsidiary and associate company

S. No.

Name And Address of the Company

CIN/ GLN Holding/ Subsidiary/ Associate

% of Shares Held

Applicable Section

-- --- ---- ---- ----

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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i. Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

De-mat

Physical

Total % of Total Shares

De-mat

Physical Total % of Total Shares

A. Promoters (1) Indian a. Individual/

HUF b. Central Govt. c. State Govt. (s) d. Bodies Corp. e. Banks/FI f. Any Other

0 0

2609614

2609614

92.16

0 0

2609614

2609614

92.16

0 0

Sub-total (A) (1) 0 2609614 2609614 92.16 0 2609614 2609614 92.16 0

(2) Foreign

a. NRIs – Individuals

b. Other – Individuals

c. Bodies Corp. d. Banks / FI e. Any Other....

Sub-total (A)(2) 0 0 0 0 0 0 0 0 0

Total shareholding of Promoter (A) = (A)(1)+(A)( 2)

0 2609614 2609614 92.16 0 2609614 2609614 92.16 0

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B. Public Shareholding

(1) Institutions a. Mutual Funds b. Banks/FI c. Central Govt d. State Govt(s) e. Venture

Capital Funds f. Insurance

Companies g. FIIs h. Foreign

Venture Capital Funds

i. Others (specify)

Sub-total (B)(1) 0 0 0 0 0 0 0 0 0 (2) Non-

Institutions a. Bodies Corp. i) Indian ii) Overseas b. Individuals

i) Individual shareholders holding nominal share capital uptoRs. 1 lakh

ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

c. Others (specify)

0 0 0

57142 390 164285

57142 390 164285

2.02 0.01 5.81

0 0 0

57142 390 164285

57142 390 164285

2.02 0.01 5.81

0 0 0

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ii. Shareholding of Promoters

Sl. No.

Shareholder's Name

Shareholding at the beginning of the year

Share holding at the end of the year

No. of Shares

% of total Shares of the company

%of Shares Pledged/ encumbered to total shares

No. of Shares

% of total Shares of the company

%of Shares Pledged/ encumbered to total shares

% change in share holding during the year

1 Mr.Alok Kumar Mishra

2311838 81.65 0 2311838 81.65 0 0

2 Mrs.Nisha Mishra

13000 0.46 0 13000 0.46 0 0

3 Mrs.ManjuShukla

3000 0.10 0 3000 0.10 0 0

4 Mrs.SushmaShukla

196061 6.92 0 196061 6.92 0 0

5 Mr.Sumit Pandey

85715 3.03 0 85715 3.03 0 0

Total 2609614 92.16 0 2609614 92.16 0 0

Sub-total (B)(2) 0 221817 221817 7.83 0 221817 221817 7.83 0

Total Public Shareholding (B) = (B)(1) + (B)(2)

0 221817 221817 7.83 0 221817 221817 7.83 0

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0 0 0 0 0 0

Grand Total (A+B+C)

0 2831431 2831431 100 0 2831431 2831431 100 0

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iii. Change in Promoters' Shareholding ( please specify, if there is no change)

No Change

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and

Holders of GDRs and ADRs):As per list attached

Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Top 10 Shareholders

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

At the beginning of the year

Date wise Increase/Decrease in Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/

Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

At the beginning of the year

Date wise Increase/ Decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/ sweat equity etc):

At the End of the year

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Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Top 10 Shareholders

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

transfer/ bonus/sweat equity etc):

At the End of the year (or on the date of separation, if separated during the year)

v. Shareholding of Directors and Key Managerial Personnel: As per list attached

Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Directors and KMP

No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

At thebeginning of the year

Date wise Increase / Decrease in Share holding during the yearspecifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):

At the End of the

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Sl. No.

Shareholding at the beginning of the year

Cumulative Shareholding during the year

year

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not

paid iii) Interest accrued but

not due

36,22,679.46

9,45,000.00

NIL

Total (i+ii+iii) 3622679.46 945000.00 NIL 4567879.46 Change in Indebtedness during the financial year • Addition • Reduction

2714974.04

22305000.00

NIL

Net Change 2714974.04 22305000.00 NIL 25019974.04 Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not

paid iii) Interest accrued but

not due

6337653.50

23250000.00

NIL

Total (i+ii+iii) 6337653.50 23250000.00 NIL 29587853.5

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VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. no.

Particulars of Remuneration

Name of MD/WTD/ Manager Total Amount (Rs.)

Mr.Alok Kumar Mishra

Mr. Karan Katyan

Mrs.Nisha Mishra

Mr. Shwetank Agrawal

1. Gross salary (a) Salary as per

provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

36,00,000

12,00,000

9,00,000

10,00,000

67,00,000

2. Stock Option 3. Sweat Equity 4. Commission

- as % of profit - others,

specify...

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5. Others, please specify

Total (A) Ceiling as per

the Act

B. Remuneration to other directors: NA Sl. no.

Particulars of Remuneration Name of Directors Total Amount

…… …… ……

……

1. Independent Directors • Fee for attending board

committee meetings • Commission • Others, please specify

Total (1) 2. Other Non-Executive

Directors

• Fee for attending board committee meetings

• Commission • Others, please specify

Total (2) Total (B) = (1 + 2) Total Managerial

Remuneration

Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD: NOT APPLICABLE Sl. no.

Particulars of Remuneration

Key Managerial Personnel

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CEO Company Secretary

CFO Total

1. Gross salary (a) Salary as per

provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

- - - -

2. Stock Option - - - - - Sweat Equity - - - - 4. Commission

- as % of profit - others, specify...

5. Others, please specify - - - - Total - - - -

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: Nil Type Section of

the Companies Act

Brief Descrip-tion

Details of Penalty/ Punishment/ Compounding fees imposed

Authority [RD/NCLT/COURT]

Appeal made, if any (give Details)

A. COMPANY None Penalty Punishment Compounding B. DIRECTORS None Penalty Punishment Compounding

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Type Section oftheCompaniesAct

BriefDescrip-tion

Details ofPenalty/Punishment/Compoundingfees imposed

Authority[RD/NCLT/COURT]

Appealmade, itany (give

Details)

D. OTHER OFFICERS IN DEFAULT

Penaltv

Punishment

Compounding

I olru' oooo6oTs ) NL--', ""'" /R/o: 119 I 449 DarshanpurwaR.K. Nagar, FazalganjKanpur

Date: 03.07.2018

Place: Kanpur

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SHASHI DINESH & CO.Chartered Accountants

Branch Office : G-2, Prabhu Rachna Apartments,Phcr,e ' 0512-2530260, Mobile : A9839035452,

13/386 D, Civil Lines, Kanpur -208001e-mail : [email protected]

INDEPENDENT AUDITOR'S REPORT

To,The Members ofHinctustan Flex LimitedKancur

Report on the Financial Statementg

We have audited the accompanying finarrcial statements of Hindustan Flex Limited("theCompany"), which comprise the Balance Sheet as at 31st March, 2OIB, the Statement ofprof it and Loss and Cash Flow Statement for the year then ended and a summary of thesignificant accounting policies and other explanatory information.

Ma;iaoement's Resoq\rsibilitv for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5)

of Lhe Companies Act, 2013 ("the Act") with respect to the preparation of these financial

statements that given a true and fair view of the financial position, financial performance

of llre Company in accordance with the accounting principles generally accepted in India,

inciuding the Accounting Standards specified under Section 133 of the Act, read with

Ruie 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes

maintenance of adequate accounting records in accordance with the preparation of the

A<:t for safeguarding the assets of the Company and for preventing and detecting frauds

anrl other irregularities; selection and application of appropriate accounting policies;

making judgments and estimates that are reasonable and prudent; and design,

implementation and maintenance of adequate internal financial controls, that were

operating effective for ensuring the accuracy and completeness of the accounting

records, relevant to the preparatiort and presentation of the financial statements thatgive a true and fair view and are free from material misstatement, whether due to fraudnr orrnr

Arrditor's Responsibil itv

Ortr responsibility is to express an opinion on these financial statements based on oura rrd it.

We have taken into account ttre provisions of the act, the accounting and auditingstandards and matters which are required to be included in the audit report under theoro,zisions of the Act and the Rules made there under.

We conducted our audit in accorclance with the Standards on Auditing specified under

Section 143(10) of the Act. Those Standards require that we comply with ethical

requirements and plan and perform the audit to obtain reasonable assurance about

rrrhether the financial statements are free from material rrrisstatement.

OFFICE

H. O : t6/95, Pratap Sons Building, The Mall, Kanpur- 208001.

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An audit involves performing procedures to obtain audit about the amounts and the

disclosures in the financial statements. The procedures selected depend on the auditor'sjudgment, including the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error. In making those risk assessments, the

auditor considers internal financial control relevant to the Company's preparation of the

financial statements that give a true and fair view in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on whether the Company has in place an adequate internal financial control

system over financial reporting and the operating effectiveness of such controls. An auditinciudes evaluating of the accounting policies used and the reasonableness of the

accounting estimates made by the Company's Directors, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide

a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanation given

to us, the aforesaid financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India, of the state of affairs of the Company as at 31"March, 2018, its profit and its Cash Flow for the year ended on that date.

Report on Other Leqal and Requlatorv Requirements

1. As required by The Companies (Auditor's Report) Order, 2015 ("the Order") issued by

the Central Government of India in terms of sub-section (11) of section 143 of theCompanies Act,2013, we give in the "Annexure A" a statement on the mattersspecified in paragraph 3 and 4 of the order, to the extent applicable

2. As required by Section 143(3) of the Act, we report that:

We have sought and obtained all the information and explanations which tothe best of our knowledge and belief were necessary for the purpose of oura ud it.

In our opinion, proper books of account as required by law have been kept bythe Company so far it appears from our examination of those books .

The Balance Sheet and Statement of Profit and Loss dealt with by this Reportare in aoreement with books of account.

In our opinion, the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014.

|.d/

(b)

/ r'\

(d)

On the basis of the written representation31't March, 20lB taken on record by thedirectors is disqualified as on 31't March,director in Section 164 (2) of the Act.

received from the directors as onBoard of Directors, none of the2018 from being appointed as a

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(r)

(g)

With respect to adequacy to internal financial control over financial reporting

of the company and operating effectiveness of such control, refer to our

separate report in "Annexure B"

With respect to the other matters to be included in the Auditor's Report in

accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014,

in our opinion and to the best of our information and according to the

explanation given to us:

i. The Company has some pending litigation which would impact itsfinancial position. Refer point no. 2.35 sub point 2 of notes toaccou nts.

ii. The Company did not have any long-term contracts includingderivatives contracts for which there were any material foreseeableIOSSES,

iii, There was no amount required to be transferred to the InvestorEducation and Protection Fund by the Company.

For Shashi Dinesh & Co.Chartered Accountants

(FRN 004e7sc)

(Partner)(M.No,073456)

Place : KanpurDate :03.07.2018

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ill

(a)TheCompanyhasmain.tainedproperre-cordsshowingfu|lparticularsincluding quuntitutiue details and situation of Fixed Assets"

(b)Asinformedtousthesefixedassetshavebeenphysica|lyverifiedbythemanagemen.

- ut reasonable inilruars. As informed to us, no material

discrepancies were noticed on such verification'

(c)AccordingtotheinformationandexplanationsgiY:ntousandonthebasisofour examination of the recordr "f

in" C"n..'panf, the title deeds of immovable

properties are held in the name of the Company'

(a)Thephysicalverificationoflnventorieshavebeenconductedatreasonab|eintervals bY the management

(b)TheproceduresofphysicaIverificationofinventoriesfo||owedbythemanagement-arereasonableandadequateinrelationtothesizeofthecompany and the nature of its business'

(c) The company is maintaining proper records of inventory'

Thecompanyhasnotgrantedany|oans'securedorunsecuredtothecompanies, ri'rms or other partiei covered under section 189 of the cOmpanies

Act, 2013

TheCompanyhasnotgrantedanyIoanS,investments,guarantees,andsecurity coveied under ttre provisions'or section 185 and 186 of the companies

Act,2013.

Thecompanyhasnotacceptedanydepositfromthepub|icduringtheyear.

The maintenance of cost records have not been prescribed by the central

Government'

vii'(a)Thecompanyisgenera|lyregu|arindepositingwithappropriateauthoritiesundisputed statutory dues--including Provid6nt Fund, Employees state

Insurance & Custom Outy and otn"' mlterial statutory dues applicable to it'

Accordingtotheinformationandexplanationsgivento.u'^noundisputedamounts of statutory dues were in arrears, as at i1" March, 2018 for a period

of more than six months fiorn tt'r" date they became payable with the

aPProPriate authorities'

(b)AccordingtotherecordsofthecompanythereWerenoduesoutstandinginrespect o'f in.oru Tax, or sales Tax or service Tax or Duty of customs or Duty

of Excise or Value Added Tax or cess on account of any dispute as at

31.03.2018'

(c) According to the information and explanations given to us

amounts requi;;l to be transferred to investor Education and

inaccordancewiththerelevantprovisionsoftheCompanies1956) and rules made there under'

vl.

there were no

Protection FundAct, 1956 (1 of

viii, The company has not defaulted in repayment of dues to a financial institu

or bank.

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tx. The company has not raised monies by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year

According to the information and explanations given to us, no material fraudby the Company or on the Company by its officers or employees has beennoticed or reported during the course of our audit'

The managerial remuneration has been paid or provided in accordance withthe requisite approvals mandated by the provisions of section 197 read withSchedule V to the Companies Act.

This clause is not applicable since the company is not a Nidhi Company.

According to the information and explanations given to us and based on ourexamination of the records of the Company, transactions with the relatedparties are in compliance with sections 777 and 1BB of the Act whereapplicable and details of such transactions have been disclosed in the financialstatements as required by the applicable accounting standards.

According to the information and explanations given to us and based on ourexamination of the records of the Company, the Company has not made anypreferential allotment or private placement of shares or fully or partlyconvertible debentures during the year.

According to the information and explanations given to us and based on ourexamination of the records of the Company, the Company has not enteredinto non-cash transactions with directors or persons connected with him.

The company is not required to be registered under section 45-IA of theReserve Bank of India Act, 1934.

For Shashi Dinesh & Co.Chartered Accountants

(xi)

(xii)

(xiii)

(xiv)

(xv)

(xvi)

Place:l(anourDate :03.07.2018

(FRN 004975C

r Kapoor(Partner)

(M.No.073456)

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"Annexure A" to the Independent Auditors' Report on the Financial Statements ofHindustan Flex limited

We have audited the internal financial controls over financial reporting of Hindustan FlexLimited ("the Company") as of 31 March 2018 in conjunction with our audit of thefinancial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial ControlsThe Company's management is responsible for establishing and maintaining internal

financial controls based on the internal control over financial reporting criteria

established by the Company considering the essential components of internal controlstated in the Guidance Note on Audit of Internal Financial Controls over Financial

Reporting issued by the Institute of Chartered Accountants of India ('ICAI'). These

responsibilities include the design, implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business, including adherence to company's policies, the safeguarding ofits assets, the prevention and detection of frauds and errors, the accuracy and

completeness of the accounting records, and the timely preparation of reliable financial

information, as required under the Companies Act, 2OI3,

Aud itors' ResponsibilityOur responsibility is to express an opinion on the Company's internal financial controlsover financial reporting based on our audit. We conducted our audit in accordance withthe Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the"Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be

prescribed under section 143(10) of the Companies Act, 2013, to the extent applicableto an audit of internal financial controls, both applicable to an audit of Internal Financial

Controls and, both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and

plan and perform the audit to obtain reasonable assurance about whether adequateinternal financial controls over financial reporting was established and maintained and ifsuch controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness, Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reporting,assessing the risk that a material weakness exists, and testing and evaluating the designancl operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment, including the assessment of therisks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial ReportingA company's internal financial control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally, ,/accepted accounting principles. A company's internal financial control over financialf ,/reporting includes those policies and procedures that (1) pertain to the maintenance oSy,/

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records that, in reasonable detail, accurately and fairly reflect the transactions and

dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with authorizations of

management and directors of the company; and (3) provide reasonable assurance

regarding prevention or timely detection of un authorized acquisition, use, or disposition

of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting,

including the possibility of collusion or improper management override of controls,

material misstatements due to error or fraud may occur and not be detected. Also,

projections of any evaluation of the internal financial controls over financial reporting to

future periods are subject to the risk that the internal financial control over financial

reporting may become inadequate because of changes in conditions, or that the degree

of compliance with the policies or procedures may deteriorate'

OpinionIn our opinion, the.Company has, in all material respects, an adequate internal financial

controls system over financial reporting and such internal financial controls over financial

reporting were operating effectively as at 31 March 2018, based on the internal control

over financial reporting criteria established by the Company considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls Over Financial Reporting issued by the Institute of Chartered Accountants ofInd ia.

For Shashi Dinesh & Co.Chartered Accountants

(FRN 004e7sc)

Place : KanpurDate :03.07.2018

hir Kapoor(Partner)

(M. No.073456)

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HINDUSTAN FLEX LIMITED20L7 -2018

NOTE : 1

SIGNIFICANT ACCOU NTING POLICIES

Corporate Information

The company was originally incorporated on 23.03.2OO4 under the Companies Act, 1956

as M/s Shriya Chementer Prises Private limited. The name was changed to M/s VibrantInks private Limited with effect from 28.OB.2014. Later on, a partnership firm named

Hindustan Monochem Industries was merged with M/s Vibrant Inks Private Limited on

15.05.2015. The said Private Limited Company was converted into Public LimitedCompany and thereupon its name was changed to Hindustan Flex Limited on

06.10.2016. The company is in the trading & manufacturing business of Polyster Films,

Inks, Adhesives, Solvents, Packaging materials and other allied products. The presentdirectors of the company are Mr. Alok Kumar Mishra (DIN 00605O75), Mr. Karan Katyan(DIN 07186785), & Mrs. Nisha Mishra (DIN 00673782).

1.O1 Basis of Accounting

The financial statements have been prepared under the historical cost conventionin accordance with generally accepted accounting principles in India, theaccounting standards issued by the institute of Chartered Accountants of Indiaand provisions of the Companies Act, 1956, as adopted consistently by thecompany.

The Company follows the Mercantile System of accounting and recognizesitems of income and expenditure on accrual basis.

1.O2 Use of Estimates

The preparation of financial statements in conformity with generally acceptedaccounting principles requires management to make estimates and assumptionsthat affect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the financial statements and thereported amount of revenues and expenses for the years presented. Actualresults could differ from those estimates.

1.03 Recognition of Income and Expenditure

Sales are recognized when goods are supplied and are recorded net ofreturns/rebates and Sales Tax/VAT and inclusive of Excise Duty. GST has alsobeen included in Sales in view of its introduction w.e.f Ot.O7.2017. Similarly,Purchases are also recognized inclusive of GST.

Expenses are accounted for on accrual basis and provision is made for all knownlosses and expenses.

Revenue is recognized to the extent that it is probable that the economic benefitswill flow to the Company and the revenue can be reliably measured.

1.O4 Fixed Assets and Depreciation

The Fixed Assets are stated at cost (Net of CENVAT and VAT where applicable)less accumulated depreciation.

Depreciation is provided on additions and deletions on pro-rata basis on Writtendown Method over the useful life of the asset in the manner specified in part C of

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HINDUSTAN FLEX LIMITEDzAn-20t8....._

Schedule II to the Companies Act, 2013. Costs related to repair and maintenanceactivities are expensed in the period in which they are incurred unless leading to

an extension of the original lifetime or capacity which are capitalized.

1.O5 Impairment of Assets

Whenever events indicate that assets may be impaired, the assets are subject toa test of recoverability based on estimates of future cash flows arising fromcontinuing use of such assets and from its ultimate disposal.

A provision for impairment loss is recognized where it is probable that thecarrying value of an asset exceeds the amount to be recovered through use orsale of the asset.

1.06 Inventories

Inventories are valued at lower of cost and net realizable value:-

a, Raw Materials At Averaqe Costb. Finished Goods & Work in

Prog ressIncludes conversion and other costincurred in bringing the inventories totheir present location and condition'

t,O7 Retirement Benefits

a. The company contributes to the employees provident fund maintained under theEmployees Provident Fund Scheme of the Central Government and the same ischarged to Profit & Loss A/c.

b, Gratuity is a post employment benefit and is in the nature of defined benefitplan. The liability recognized in the Balance Sheet in respect of Gratuity, is thepresent value of the defined benefit obligation as at the Balance Sheet date less

the fair value of plan assets, together with adjustments for unrecognizedactuarial gains or losses. The defined benefit obligation is calculated at the closeof the financial year on the basis of actuarial valuation by the independentActuary, using Projected Unit Credit Method (PUC) and disclosures are inaccordance with Ind AS 19. Actuarial gains & losses arising from experienceadjustments and changes in actuarial assumptions are recorded in the statementof profit & loss in the year in which such gains or losses arise.

c, Liability arising out of Leave Encashment is provided in the books of accounts ofthe company in the year of its actual payment.

1.08 Insurance Claims

Insurance claims are accounted for at the time of lodging the claim with theInsurance company. In case claim amount is greater than the book value of theassets lost/damaged, the accounting of claim is restricted to the respective bookvalues of the assets lost/damaged.

1.O9 Taxation

Tax expense comprises of Current andmeasured at the amount expected to bewith the Indian Income Tax Act, 1961

Deferred Tax. Current Income Tax ispaid to the tax authorities in accordance

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HINDUSTAN FLEX LIMITED20L7-2018

Deferred Tax is measured based on the tax rates and the tax laws enacted orsubstantively enacted at the Balance Sheet date.

Deferred Tax is recognized, subject to the considerations of prudence, on timingdifferences, being the difference between taxable income that originate in oneperiod and are capable of reversal in one or more subsequent periods.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which givefutures economic benefits in the form of adjustment to future income tax liability,is considered as an asset if there is convincing evidence that the company willpay normal income tax. Accordingly, MAT is recognized as an asset in the BalanceSheet when it is probable that future economic benefit associated with it will flowto the company.

1.1O Foreign Currency Transactions

All transactions in foreign currency are recorded at the rates of exchangeprevailing on the dates when the relevant transactions take place.

Monetary items in the form of Current Assets and Current Liabilities in foreigncurrency, outstanding at the close of the financial year are converted in IndianCurrency at the appropriate rates of exchange prevailing on the date of theBalance Sheet. Resultant gain or loss is accounted during the year.

1.11 Contingent Liabilities

Provision in respect of present obligation arising out of past events are made inaccounts when reliable estimates can be made of the amount of the obligation.Contingent Liabilities, if material, are disclosed by way of Notes to Accounts.

L.L2 Borrowing CostBorrowing costs attributable to acquisition or construction of qualifying assets arecapitalized as part of the cost of such assets up to the date when such asset isready for its intended use. Other borrowing costs are charged to the Profit & LossA/c'

1.13 Current Vs non-current classificationThe Company presents its assets and liabilities in the balance sheet based on current/non-cu rre nt classification.

* An asset is classified as current when it is- Expected to be realized or intended to sold or consumed in normal operating cycle;- Held primarily for the purpose of trading;- Expected to be realized within twelve months after the reporting period; or- Cash or cash equivalent unless restricted from being exchanged or used to settle a

liability for at least twelve months after the reporting period.All the other assets are classified as non-current.

* A liability is current when :

- lt is expected to be settled in normal operating cycle;- lt is held primarily for the purpose of trading;- lt is due to be settled within twelve months after the reporting period; or- There is no unconditional right to deferthe settlement of the liability for at least 12

months after the reporting period.The Company classifies all other liabilities as non-current.

Deferred Tax Assets and Liabilities are classified as non-current assets and liabiliti!respectively.

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HINDUSTAN FLEX LIMITED20L7-20t8

L.L4 CapitalWork in Progress

Capital work-in-progress is stated at cost which includes expenses incurred during

construction period, interest on amount borrowed for acquisition of qualifying assets and

other expenses incurred in connection with project implementation in so far as such

expenses relate to the period prior to the commencement of commercial production.

1.15 Earnings Per ShareThe earning considered in ascertaining the Company's earnings per Share (EPS) comprise the

net profit after tax. The number of shares used in computing Basic EPS is the number of

shares outstanding at the end of the year. The Diluted EPS is calculated on the same basis as

basic EpS, after adjusting for the effects of potential diluted equity shares.

1.16 Cash Flow StatementCash flows are reported using the indirect method, whereby net profit before tax is adjusted

for the effects of transactions of a non-cash nature and any deferral or accruals of past or

future cash receipts or payment. The cash flows from regular operating, investing and

financing and activities of the Company are segregated.

L.L7 Mat Credit EntitlementMAT credit is recognized as an asset only when and to the extent there is convincing

evidence that the company will pay normal income tax during the specified period' The

Company reviews the same at each Balance Sheet date and writes down the carrying

amount of Mat credit entitlement to the extent that there is no longer convincing evidence

to the effect that Company will pay normal income tax during the specified period.

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r HINDU'TAN FLEI LIHIIEDtii;tsiisariil aagrr

Kanpur

BALANCE SHEET AS AT 31ST MARCH, 2018(Rs. in Lacs

Sr.

No.Particulars Note No.

As At31st March, 2018

As At31st March, 2017

t.

(1)

(2)

r?\

iquriY nr'to LtnglLtiiesSha rel.r.o ld ql's F u n ds

(a) Share Capital

(b) Reserves and SurPlus

!on-gurrent Liabilities(g) Long Term Borrowings(b) Deferred Tax Liabilities(c) Other Long Term Liabilities(d) Long Term Provisions

It

II

I

I

I

i

iiII

gJrrent Liabilities(a) Short-Term Borlowiqgg(b) Trade Payables

(c) Other Current Liabilities(d) Short Term Provisions

j,o:-2.02

2.O3

2.O4

2.O5

2.0:6

]!72-08

2.O9

zeital

=i1es

qio.q8

o.ooooo1.9s

283.r41116.91

85.280.00_

0.000.00

445.78 286.44

29?:so

99.0334.81

602.57

]t'195'34

Total Equity & Liabilities 1709.10 L39t.44

il.(1)

(2)

ASSETS

Non Current Assets

{a) Fixed Assets(i) Tangible Assets

(ii) lntangible Assets

(iii) Capital Work-in Progress

(b) Non Current lnvestments(c) Long Term Loans and Advanqgs

{{) Othqr Non Current Aslqts(e) Deferred Tax Asset

gErer! ssse!!(a) lnventories

{b) Trade Receivables

(c) Cash and Cash Equivalents(d) Short Term Loans and Advances

l,to -

4t2.t2

0.

0.

0.0qs.?!q4q9.57

290.36

loLq49.2C

izz.o+0,00

B.at;;;

qls,z

2.t3

?42]s

L.192.17

0.09s.7q

)87.ss

Qs9.18+?t4838.95s9.86

Total Assets

Sig nifica nt Accou nti ng Policies

Notes to Accounts

As per our separote report of even dote.

For Shashi Dinesh & Co.

qhartered Accountants

Firm's Regn. No. 004975C

(CA Sudhir K

Partner

rvemUersfrip ruo. Oz:+iOPlace: Kanpur

Dated: 03rd July, 2018

\s\' t+l

4y

1709.10 1391.44

{

, +.t

,tFor and on behalf of the Board

for'Hindustan Flex Ltd

ffi,ffiS"-.---.g'S*

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Page 47: $118$/ 5(3257 1 1 - hindustanflex.com · 1 1 1 1 +,1'867$1 )/(; /,0,7(' ,qqrydwlrq wkurxjk 7hfkqrorj\ û&,1 8 83 3/& 1 1 ¢ 1 û 1 ü 1

PARTICULARS

cAsH FLOW F8=OM OPERAT|NG ACIiVtT,tENet Profit Before Tax

Add: Depreciation

Deferred Tax

Interest IncomeProfit on sale of Car

Operating Profit Before Working Capital ChangesAdjusted for

I nventorie!Trade ReceivablesLong Term Loans & AdvancesShort Term Loans & AdvancesLong Term ProvisionsShort Term BorrowingsTrade Payables

Other Current LiabilitiesDeffered tax Assets

Cash Generated from Operations

YEAR ENDryG

31.03.2018YEAR ENDIN9

3L.03.20L7

(3.s2

2

58.97

11 .73 _

50.68Interest Expenses

Lesst.76 _231_7.70

233.08

1lo.s1)_1195l

159.22(319:6q

26.26

u.zol83.88

5.3478.54

(134.ss)(233.ss)

(2.36)

(1,gl]33.96

138.43261.89

1.48

3.9232

o*2.06

208.14

83.26

(1!2:s1)0.00

(22.38

Tax Paid

NET CASH FLOW FROM OPERATING ACTIVITIES

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assetsc.w.t.P.

Cash & Cash

(CA Sudhir Ka ,o?n--Partner

Membership No. 073456

Increase ln Share CapitalSecurities Premium receiptsLong Term BorrowingsOther Long Term Liabilitie; i '

7.6

(B)

(c)

11t's, a,01.(19:4:s6),

34.17

(114:s4)(13.08)

2.37

o,Qo

0100,

33s.19 r

0.00(40.38)

294.8L

Interest lxpelses_NET CASH FrOW FROM rrruArVCrrvc AcrrvlTtEs l

Net Cash lncrease in Castr & Cash eluivaients (o:28)

49.48

49.20

Cash & Cash Equivalents at the eeginning otttrt ir i -

The ;bo;e casn rro* it.iet"nilm o""n pi"p.r"o uno", th" rnair".ii",hoo ,"t"r. i. as - J irj*o oy rrre rnstitute orChartered Accountants of Indiaprevtus year f'lgures h.u" Uu"n t"-groupeo -no

re-arranged, wherever considered n"cesrrry.

For Shashi Dinesh & Co.Chartered AccountantsFirm's Regn. No. 004975C

t

3'.:r-_

Place: Kanpur

A"ofthe Board

.'\' :'/., i-: ,'.- ---- :.+ -/: : a:-',)?\i/Dated: 03rd Julv, 2018

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Note : 2.01 Share CaPital

A nurHonrzEo SHARE ClFrrli30,00,000 Equity Shares of Rs. 10/- each.

(Previous Year 3000000 Equity Shares of Rs. 10/- eagh)

I

Irssueo, suBscRtBED & PAID uf slll\RE qAPIIAL

2831431, Equity Shares of Rs 4/-9ach4!1v Pa!d- Uq

l(Previous Year 2831431J9uity shares of Rl.l9/ eqqh)

Total

The Company has oniv one class ofEquity sfrare fravinj pai vaiue of ns.rooo p"i sftti" *O rtif' Shareholder is eligible

for One Vote Per Share.

B

c

1

D Details of Shares alloted pertaining to following ca

Pa rticula rs

ote : 2.02 Reserves &1

ffiy shares outstanding at the beginn

2081,43rNumber of Shares Outstanding at the beginning of !!'tg VslIAdd : Number of shares lssued during the year

Less : Number of Shares Bought Back during the year

Number of Shares Outstanding at the end of the year

283]-43r

As At 31st March, 2017As At 31st March, 2018

Name of Shareholder

231183881.65%2311838AIok Kumar Mishra

Sushma Shukla

742857Shyam Kumar Srivastava

2013-14 | 2012-732016-77 I 2015-16

Fully paid up shares allotted in the last five years

pursuant to the scheme of amalgamation without

payment being received in cash.

Fully paid up by way of Bonus Shares

Balance brought forward

Add : Additions during the Year

Surplus (Profit & Loss Account)

Balance Brought Forward From Previous Year

: Profit for the year

Total (B)

' ! L"" A--t'

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Notes to Accounts forming tntegrit eqry of t!19 Balqtce l\eet As At 37st March, 2078

Note : 2.03 Long Term BorrowingsA

1

Nature of Secu

Terms of Payment

B Unsecuredn

Note : 2.05 Lone Term Provisions

Note : 2.05 Short Term BorrowingsSecured

1r

Secured

Term Loan

- From Banks

- Term Loan

- Term Loan

(Blde & P/M)(veh'19!e )

L. Term loan of Rs. 170.04 lacs (previous year Rs. 85.28 lacs) from State Bank of lndia is secured against EM of Factory

Land & Bldg. situatedat123/57, Plot No.28, Block P, Scheme No. 1,, FactoryArea, Saresh Bagh, Kanpur, EM of of the

property situated at K-15, Industrial Area, Jainpur, both owned by the company, hypothecation of Plant & Machinery

procured out of term Loan and personalGuarantees given by Shri Alok Kumar Mishra, Smt. Nisha Mishra & Shri Karan

Katyan, Directors of the Company & Shri Shwetank Agarwal, the then director of the company.2. Term Loan against

Vehicle from Kotak Mahindra prime Ltd of Rs. 41.23 Lacs dated 08.09.17 (Previous year Rs.NlL Lacs) is secured by way

of hypothecation of the Vehicle.

1,. State bank of India Term Loan is Repayable in 75 monthly installments commencing from 0L.01'2018 excluding

moratorium period of 11 months and ending on 31..03.2024. 2. Kotak Mahendra Vehicle Loan is repayable in 60

monthly instalments commencing from 05.10.20L7 and ending on 05.09.2022.

Unsecured Loans from DirectorUnsecured Loans others

b Total (B)

Retirement

Total

Current Liabilities of Long Term Debt (Due within a year)

Sub Total (A)

Cash Credit Limit from Bank is secured by way of hypothecation of Current Assets both Current & Future, Plant

Machinery procured out of Term Loan and Other Movable Fixed Assets of the Company, EM of Factory Land & Bldg.

situated at123/57, Plot No. 28, Block P, Scheme No. 1,, Factory Area, Saresh Bagh, Kanpur admeasuring 1014'70 sq.

mtrs. , EM of of the property situated at K-15, lndustrial Area, Jainpur admeasuring 1800 sq. mtrs., both owned by t

company and personal Guarantees of Shri Alok Kumar Mishra, Smt. Nisha Mishra & Shri Karan Katyan, Directors of the

than direclor of the.corqp"any. .;'. ; ;,..; , i

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Notes to Accounts Forming tntegral Port of the Balance Sheet As At 37st March' 2078

Rs. in Lacs)

Unsecured

l lLoan Repayable on Demandj - f rom Other Parties

isuu rotat 1el

itotal(A+al

Note : 2.07 Trade Pavables

Total 262.96

Note : 2.08 Other Current Liabilities

Note :2.09 Short Term Provisions

Micro. Smalland Medium Ent233.55

Employee Expenses

Creditors for Other Expenses

Creditors for Capital Goods

Retirement Benefits

Provision for Taxation

Total

F:r i'i1NDUSTAN FLEX t't,,]R ,,

\1.

f--tl'\-' . -Directory'/"

)r-'

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HINDUSTAN FLEX LIMITED

Notes to Accounts iorming!4teg!9!Port of tle patq499 S!9et ls At 3]9t Mor-9h' 29!8

Advance to Suppliers 6.64.

MAT Credit Entitlement 0:oo-

Advance to Staff 0:95 l

52.278{'Flst'cffitr

Rs. in Lacs

.. \.-

\- ,-'

59.85

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HINDUSTAN FLEX LIMITED

/votes to Accounts Forming lntegro! Port of statement of Profit & loss Account

For The Year Ended On 37st March, 2078

As At31st March,zOtT

As At31st March,2018Particulars

Note :2.t8 Revenue from OPerations

l lGross Domestic Sales 1754.03

2 i Export Sales

3lLess : Excise DutY

Total

Nore : z.igoitrei Income

2048.62

2079.7930.066t.23

5:11t95.O2

L564.L2

1,

2

3

Note :2.20 Purchases ConsumPtion

Note :2..21.itnirease)/Decrease in Finished Goods & WIP

1.

1,

2

-r

DirectorsremuneratlonexcludesRs.2B.80Lacscapita|isedine

Interest on FDR's

Interest on SecuritY DePosits

1654.89

1654.89Purchases (Net of Returns)

Total

1332.97

74.23openllS S!oc!

trl Finisf'.O cooAt(b) Work in Progress

Closing Stock

(a) Finished Goods

(b) Work in Progress

2.40

74.23

9.29

40.6s)

Salaries, Bonus, PF & ESIC

Di rector's Rem u neration

Staff Welfare

Total

79:92L 55.55

38.20t 66.00

tts.7t

'; I' i;F:r HINDUSTAN FLEX LIYIJR -

(_r.) .-\*,-,,..Director""

\.e!t{

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HINDUSTAN FLEX LIMITED

Notes to Accounts Forming Integrol Part of Statement of Profit & loss AccountFor The Year Ended On 37st Morch,2078

Note :2.23 Finance Costs

40.38

(Rs. in Lacs)

22.s9L l Interest Expenses

2 i Other Borrowing Costg

iTotal

Note :2.24 Depreciation & Amortisation Expenses

.-.repreciationTotal

Note :2.25 Other Expenses

5.84

46.22

50.68

s0.68

5.46

28.05

1- ] Auditor's Remuneration

34.50

34.50

0.25

As At31st March,zOtT

As At3lst March, 2018

2

3A+

5

6

8

9

Commission On Sale 1-2.09 17.87Computer Expenses 0.90i t.ilFreight & Cartage (Outward) 1.4.21 10.40Godown & Office Rent Expenses

lnsurance Expensgs 4.93 1.44

6.57Legal and Professional Charges

Lab Charges

Misc. Expenses

t.z8 |

1.01

0.51

0.16

r.1,6

0.19

0.84

3.23

0.81_

3.88

1 )acking Expenses

Poslage & Telegram Expenses

Printing & Stationery Expenses

Repair & Maintenance Expenses

1,1,

T2

13

1.13

9.4914lSales Promotion Exp.

15 I Sundry Balance W/Offl6lStatutory Expenses

o.22

0.00

17lTelephone Expenses

18 lTravelling & Conveyance Expenses

19lVehicles Running and Maintenance Expenses

20 j Interest (Other)

211 Power & Fuel

Z2lFactory Expenses

L.42', 4.762.1.1. L60_

3.425.75

0.008.a2,0.16

F-,r IiINDUSTAN FLEX Lll'{F-ED-)<nff,

Total 81.800.26

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HINDUSTAN FLEX LIMITED

2,26 Provision for Taxation of Rs. 34.g3 Lacsrepresents Income Tax computed as per thethe Income Tax Act, 1961.

for the financial year 2Ot7-tBnormal provisions prescribed under

sl.No.

Particulars For the Year Ended31.03.2018 31.03.2017

i) Principal amount remaining unpaiO toany supplier as at the encj of theaccounting vear.

29.47 39.77

ii) Interest due thereon remainingunpaid to any supplier as at the end ofthe accounting year.

NIL NIL

iii) The amount of interest paid alongwith the amounts of the payment madeto the supplier beyond theappointed day.

NIL NIL

iv) The amount of interest due and pEydblefor the year. NIL NILthe amount of interest accrued andremaining unpaid at the end of theaccountinq vear,Theamountorrffipayable even in the succeeding year,until such date when the interest duesas above are actually paid.

NIL NIL

vi)

NIL NIL

Note: The above information regarding Micro, Small & Medium Enterprises hasbeen determined to the extent such parties have been identified on thebasis of information available with the company. This has been reliedupon by the auditor,

2'2a Remuneration paid / payable to Managing Director and whole Time Directors:-

of the Micro, Small and Medium Enterprise

(Rs. in Lacs)

(Rs. in Lacs)Pa rticu la rs Year Ended

31st March, 2018Year Ended

3lst March,20tzrrtrecror s Kemuneration 67.00x 66.00out of this Rs. 28.80 lacs capitalized during the year

2.29 Remuneration paid / payable to Auditors:_Rs. in LacsParticulars Year Ended

3lst March, 2018Year Ended

31st March,?OLTStatutory Audit Fees 00.25 00.25

2.27 Disclosures required under section 22Development Act, 2006:-

2.3O In the opinion of the board, the Currentapproximately of the value stated, if realized,

Assets, Loans & Advances arein the ordinary course of business.

F:r HINDUSTAN FLEXTIL{(FD. ;"-.r ,,;ri;-r

a r'i*"1.\* Drectorr'

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HINDUSTAN FLEX LIMITED2017-20L8

2.3L Deferred Taxation:-

2.32 Related Party Disclosures for the Year Ended 31-O3-2O18;-

Details of Transaction with the Related Parties:-

(Rs. in Lacs)

Particulars Year Ended31"t March,

2018

Year Ended31st March,

20t7Computation of Deferred TaxAssets / LiabilitiesOpening BalanceDeferred Tax Assets 05.76 01.84

Less : Deferred Tax Asset/Liability onaccount of Depreciation Difference 05.76 43.92Closing BalanceDeferred Tax Assets oo.oo 05.76

(As certified by the Management)1 Key Management Personnel vlr. Alok Kumar Mishra

Vr. Karan Katyanvlrs. Nisha Mishra

2 Relative of Key Management Personnel NIL

3 Enterp rises that d i rectlyli nd i rectly th rou g h

one or more intermediaries control orcontrolled by, or under common control with,the companv.

NIL

4 Associate Company NIL

5 /Vholly Owned Foreign Subsidiary NIL

6 Members or their relatives having significantinfluence over the Company by having aninterest in the votinq Dower of the companv

NIL

a Enterprises in which substantial interest inthe voting power is owned directly/indirectlyby key management personnel or theirrelatives including directors and seniormanaqement of the companv.

NIL

(Rs. in Lacs)

Particu lars KMP* Relativeof KMP*

EnterpriseswhereControl

Exist

AssociateCompany

ForeignSubsidiary

Membersor their

Relativeshaving

Significantlnfluence

Enterprisesin which

Substantiallnterest

Remuneration 57.00 NIL NIL NIL NiL NIL NIL

Unsecu redLoanReceipts(Net)

98.05 NIL NIL NIL NIL NIL NIL

xKey Management Personnel

--,t i, ri irri

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HINDUSTAN FLEX LIMITED2017-2018

2.33 DEFINED BENEFIT PLANS

F!nancial Assumptions 31st-March-1€Discount Rate 7.70%Salarv Escalation Rate 5.00%Exoected Return on Assets 0.00%

Demographic Assumptions 31st-March-18

Mortalitv Table

Indian AssuredLives Mortality(2006-08) urt.

Withdrawal Rate Z-/o

Retirement Age 60 years

Table 1 : Amounts in BalanceSheet 31-Mar-18Defined Benefit Oblioation (DBO) 1,95,841

air Value ot Plan Assetsunded Status - (Surolus)/Detrcrt 1.95.841

Unrecoqnized Past Service Cost /(Credit)Unrecoqnised Asset due to Limit in Para64(b)Liabilitv/(Asset) recoonised in the Balance Sheet 1,95,841

Table 2 : Amount Recognised in the Statement of Profit &Loss

1"' April2017IO

31st-March-18lurrent Service Cost 1 .25,165lnterest Cost 0.02/'Expected Return on PlanAssetsPast Service Cost

(Gain)lLoss due to Settlements/Curtailments/Acquisitions/Divestitures

Unrecoonised Asset due to Limit rn Para64(b)

Total Expense/(lncome) included in "Employee Benefit Expense" 1,31,792

Table 3 : Amount recognised in Other Comprehensive lncome(OCl)1'' April 2017

to31st-March-18

Amount recoqnized in OCl, Beqinninq of PeriodRemeasurements due to :

lffect of Change in financial assumptions [C] (10,431)=-ffect of Change in demographic assumptions [D]E-ffect of experience adjustments [E] 15,826)Actuarial (Gains)/Losses ( C+ D +E) (26.257\Return on olan assets (excludino interest)Total remeasurements recoonized in OCI (26.257\

Amount recognized in OCl, End of Period (26,257)

fable 4 : Actual Return on PlanAssets1"'April 2017

to3l stMarch-18

lnterest Income Plan AssetActuarial Gains/(Losses) on Plan AssetsActual Return on Plan Assets

'1r ). ji;r"'i 1p;.i ;LEll Llt4lIEIl,','r it,- ./\t[rl-'-- r

" ..,. \

F:r HINDUSTAN FLEX tt!i(e!-"

f -\--:)\--'- h.:-^-J^-

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HINDUSTAN FLEX LIMITED201,7 -2018

Iable 5 : Change in Present Value of Benefit Obligation during thePeriod1"'April 2017

to31st-March-18

Defined Benefit Obliqation, Beqinninq of Period 90,306Current Service Cost 1 ,25,1 65lnterest Cost 6.627Actual Plan Particioants' ContributionsActuarial (Gains)iLosses Q6.257\Aco u isitioni Business Com bination/DivestitureActual Benefits PaidPast Service Cost;nanoes In Foreron uurrencv txcnanqeKates

Loss I (Gains) on CurtailmentsLiabilities Extinquished on SettlementsDefined Benefit Obliqation. End of Period 1.95.841

Table 6 : Change in Fair Value of Plan Assets during the Period1"'April2017

to31st-March-18

alr value ot Plan Assets, Beginninq of Periodlnterest Income Plan AssetActual Enterprise's ContributionsActual Plan Particioants' ContributionsActual Benefits PaidActuarial Gains/(Losses)Acqu isition/Business Combination/Divestiturelhanqes in Foreiqn Currencv ExchanqeRatesLiabilities Extinquished on SettlementsFair Value of Plan Assets. End of Period

Table 7: Gurrent / Non Gurrent Benefit Obliqation 31st-March-18urrent Liabilitv 677

Non Current Liabilitv 1 ,95,1 64Liability/(Asset) Recoqnised in the Balance Sheet 1,95,841

lableu:otherltems 31st-March-18Expected Contributions for the next financialvearWeiqhted averaqe duration (based on discounted cashflows) 17.95

Table 9 : History of DBO, Asset Values, Surplus / Deficit & Experience Gains / Losses

31-Mar-18

DBO 1,95,841

Plan Assets

(Surplus)/Deficit 1,95,841

Exp Adj - Plan Assets Gain/(Loss)

Assumptions (Gain)/Loss (10,431)

Exp Adj - Plan Liabilities (Gains)/Loss

rr rv I trttTEn Y,r: i'. rri,>(15,826)

c\-x)L-'--\-/.'/ Dirgctor

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HINDUSTAN FLEX LIMITED201,7-20t8

otal Actuarial (Gain)/Loss(26,257)

2.34 Earning Per Share:-

2.35 CONTINGENT LIABILITIES AND COMMITMENTS:

Contingent liabilities not provided for in respect of(Rs. in Lacs)Year Ended3L.O3.L7

00.00

28.25

A. Licensed Capacity:-

The Company is not required to obtain& Regulation Act, 1951 as informeddetails are not applicable.

e-,r HINDUSTAN FLEX Lllt',!iT€t)

t+l \,--

t^-5yN)-.-\-)..- Clirectol-/'

License under the Industrial Developmentby the management; therefore the said

Year Ended31.O3.18

1. FLC issued to parties by banks on ourbehalf for which materials not received 06.82

2. Sales Tax demand issued to HindustanMona Chem Industries for the FY 14-15. 28.25Appeal pending with appropriate authority.

2.36 Additional Information, where applicable, pursuant to the provisions of ScheduleVI of the Companies Act 1956, is as under:-

Table 11 : Recognition of ActuarialGain /Loss1.'April2017

to31st-March-18

Actuarial (Gain)/Loss arisinq on DBO Q6.257\Actuarial (Gain)/Loss arisinq on PlanAssetsTotal (Gain)/Loss recoqnized durinq theperiod Q6,257)Unrecoqnized Actuarial (Gain)/Loss, End ofYear

Table 12 : Recognition of Past ServiceCost1"'April2017

to3l stMarch-18

Openinq Non Vested Past Service CostNew Past Service cost arisinq in theoeriodPast Service cost recoqnized in theoeriod

losinq Non Vested Past ServiceCost

Rs. in LacsParticulars Year Ended

3l"t March,2018

Year Ended3lst March,

20L7Earning Per Share

Profit After Tax 105.04 04.30Weiqhted Averaqe No. of Equitv Shares 2B3t43t 1028566Basic EPS 03.7r 00.15Diluted EPS 03.71 00.42

\rw-

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HINDUSTAN FLEX LIMITED201,7 -2018

B. Installed Capacity(Printing Inks & Allied Products):-

Saresh Bagh Unit : 24OO MT p.a. in double shift workingJainpur Unit : 600000 drums p.a. in single shift working

x Installed Capacity has been ascertained on a presumed product mix and isvariable with the change in product mix, in view of the fact that differentvarieties of products are produced using different machines and different timecycles. This capacity is on the basis of double & single shift working indicatedabove as certified by the management and being a technical matter, relied uponby the auditor without verification.

C. Statement of Finished Goods:-

Particulars OpeningStockAs At

ot,o4.L7

Production/Purchases

Captiveuse

Sales ClosingStockAs At

31.03.18Printing trnks & Allied Products

M.T, 51.750 1674.433 160.886 t446.O15 59.287

Amount( Rs in lacs

74.23 2277.34 201. 1 1 2048.62 101.84

D. Raw Material Stock:-Rs. in Lacs

Particulars Year Ended 31'tMarch, 2018

Year Ended 3l"tMarch, 2OI7

Unit Ouantitv Amount OuantitvAmoun

tAdditive MT 277.740 1.66 1230.260 8.16

Solvent Mix MT 60881.501 68.23 84526.O7L 41.83

Ink Concentrate MT 00,000 00.00 8447.300 2.28Piqment & Dves MT 5439.540 27.47 4900.630 36.74

Resi n MT 19046.450 77.61 78912.940 1 13.04

C R Sheet MT 687 1.000 3.85 00.000 00.00

Packino Material Nos 28 1.000 o.75 869.000 2.42

Total 92516.231 L73.57 L780L7.20L 204.47

E. Value of Imported & Indigenous Raw Materials consumed andpercentage with total consumption:-

(Rs. in Lacs)

Particulars Year Ended 31"'March,2018

Year Ended 3l"t March,20L7

Percentage(o/o)

Amount Percentage(o/ol

Amount

Imported 02.90 48.I2 02.38 3t.72Ind ioenous 97.10 t606.77 97.62 1301.25

Total 100.o0 1654.89 100.oo L332.97

F;r HIiIDUSTAN FLEX LIMITFDr\ n l-r ,',,'.' l;:'.:'r,.; .i ,. i..1. , 1,.":, ii

\ttdd;l-::' -'-

\J . r;r);','t'.

.-Nl--f $ .---

':--t Director

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HINDUSTAN FLEX LIMITED2017-20t8

F. Expenditures in Foreign Currency (on payment basis):-Rs. in Lacs

Particulars Year Ended31"t March, 2O!8

Year Ended31"t Marchr zotT

NIL NIL NIL

G. Earnings in Foreign CurrencY:-Rs. in Lacs

Particulars Year Ended31st March, 2018

Year Ended31"t March,2oLT

F.O.B Value on Sales 33.17 05, 11

Amount remitted during the year in foreignand number of non - resident shareholders

Value of Imports Calculated on CIF basis byyear: -

Rs. in Lacs

Particulars Year Ended31"t March, 2018

Year Ended31"t March | 2Ot7

Raw Materials 50.81 35.22

2.37 SEGMENT REPORTING:-

Based on the guidelines of Accounting Standards on Segment Reporting (AS-17issued by The Institute of Chartered Accountants of India, the Company's primarybusiness segment is Trading & Manufacturing of Polyster Films, Inks, Adhesives,Solvents, Packaging Materials and hence segment reporting under this head is notapplicable. The secondary segment i.e. Geographical Segment is also not applicablesince the Company's operations are situated in one geographical area i.e. India.

2.38 Balances of some of the Trade Receivables, Trade Payables, Loans & Advances are

subject to reconciliation/confirmation from the respective parties. The managementdoes not expect any material differences affecting the financial statements for theyea r.

2.39 Mr. Shwetank Agrawal, Director, of the Company has resigned from the Board ofthe company w.e.f. 03.02.2018. His resignation was accepted by the Company.

2.4O During the year, the company has started commercial production w.e.f.26.03.2018 of its IInd manufacturing unit (Container Division) towards backwardintegration for manufacturing of containers & drums.

2.4t Mls Hindustan Monochem a partnership firm was taken over by M/s Vibrant Inks Pvt Ltd (

now known as Hindustan Flex Ltd) on 16th May 2015. During the takeover some accounts ofthe debtors/ creditors were not taken over because of litigation being involved. The said

partnership firm has filed complaints under section 138 of Negotiable Instruments Act in the

year 2013 and 2OI4 ( prior to the date of takeover). The total amount involved is of Rs.

31-6000.00 in respect of M/s V.R. Traders and Krishna Polyflexi Pvt Ltd, for Rs 227848.00 in

respect of M/s Girija Packagers Pvt Ltd, for Rs. 1900000.00 in respect of M/s M.G. Laminators

H.

I.

currency on account of dividends...........NrL

the Company during the financial

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FIINDUSTAN FLEX LIMITED2017-20t8

realized, if any, from these parties in future is treated presently as contingent assets and will

be returned back to the partners of M/s Hindustan Monochem.

2.42 During the year following amounts were capitalized by the company in its containerDivision :-

a) Factory Buiidingb) Plant & Machinery

TOTAL

2,43 Previous Year figures have been regrouped whereverconform with the current year's classification.

For Shashi Dinesh & Co.Chartered Accountants(FRN 00497sC)

CA Sudhir K( Pa rtne r)(M.No.073456)Place: KanpurDated: 03.07.2018

Rs. 172.88 LacsRs. 117.16 LacsR.s. 290.04 Lacs

considered necessary to

,l

'')'

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€ +{rFtDuSTANftFLEXLIMITED

/tutrsrrt{t i u? l'|t r't ii r y lt'li't'itnr t/r t,gt'

NOTICE

Notice is hereby given tltat 14t1' Annual General Meeting of Hindustan Flex Limitecl will be heldorr Saturclay,2g'l'September,2018 at 2:00 P.M. atl23l57, Saresh Bagh, Factory Areao KanpurfroLrte nrap of the venue (guide) is attached] to trarrsact following businesses:

ORDINARY BUSINESS:

LTo receive, cottsider alrd adopt financial statements of the Cornpanv for the year ended 3l''March. 2018 together rvith the Auditors' Report and Board Report thereon.

2.To appc'int and fix the rernLureration /of Statutory Auditors and iri this regard to consider and.if thought fit. to pass rvitlt or rvithout rnodification(s). the fbllolvirrg resolLrtiorr as ordirrarvresolLrtiorr:

"RESOLVED THAT pursuant to tlre provisions of Section 139 read rvith Rules l'rarnedtltereuttder. attd all other applicable provisions. if any'. of Conrpanies Act. 20l3. inclLrdingany statutor\,'modification (s) or re-enactments thereof for the tirne beirrg irr force. M,'sSlrashi Dinesh & Co., Charlered Accountants. (Firrn Registration nunrber 004975Cl). beappointed as Statutory'Auditors of tlie Company. for a term of five )/ears. i.e to hold ofllcefiorn the cortclusiolt of this Artrrual General Meeting (AGM) Lrntil the conclLrsion of AGMof tlre Cornpany to be held in the year 2023 1 subiect to ratification of tlreir appointrnent atevery AGM , if so requircd under tlte Act,) at a remLtneratiolt as rnar be dccided b1 theBoard artd applicable taxes attd re-irnburserrent of expenses incurred i to be incurred onactual basis."

ITESOVED FURTHER THAT Board of Directors of the Cornpany be and are herebr,,atrthorized fbr and ott behalf of the Conrpany to take all necessarv steps and to do all sLrclr

acts,deeds. tratters and things as rnav be deemed necessar)'in tliis regard.

3.To appoirtt a director in place of Mr. Karan Katyan (DIN: 07186785) r.viio retires br rotationand being eligible offers hirnself for re-appoirrtmerrt.

By the order of the Board

DIN: 00606075

Adtlress: l19l449 Darshanpunva, Fazal Ganj,li, K Nagar. Kanpur -208012

Date:20.08.2018

Place : Kanpur

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NOTES: 1. RELEVANT DOCUMENTS WITH RESPECT TO BUSINESS TRANSACTIONS CAN

BE INSPECTED AT REGISTERED OFFICE OF THE COMPANY.

2. A PERSON ENTITLED TO ATTEND THE MEETING IS ALSO ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE AT THE MEETING INSTEAD OF HIMSELF. A PROXY NEED NOT TO BE A MEMBER OF THE COMPANY.

3. PROXY FORM IN ORDER TO BE VALID MUST BE LODGED WITH THE

COMPANY AT LEAST 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

4. ROUTE MAP: ATTACHED

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Information of Directors to be re-appointed at the forthcoming Annual General Meeting in accordance with the provisions of Companies Act, 2013 read with Secretarial Standard- 2 Item No. 3 Name of the Director- Mr. Karan Katyan Age- 26 Years Other Directorships- NIL Mr. Karan Katyan is an engineer in printing technology with specialization in ink technology. He is associated from past three years with the company. He looks after the technical department of the company. With the exemplary efforts of Mr. Karan Katyan, the performance of Company has remarkably improved and as such it was decided to entrust him as Whole Time Director complimentary to his efforts towards the betterment and growth of the company He has wide experience and knowledge in the field of business including management strategies, business strategy, operations management, growth planning and related areas. Currently, he is holding NIL shares of the Company.

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HINDUSTAN FLEX LIMITED

123/57 Saresh Bagh, Factory Area Kanpur 208012 CIN: U24243UP2004PLC028424

e-mail id: [email protected]

PROXY FORM

I/We being the member(s) of shares of the above named Company hereby appoint: (1) Name: Address: E-mail ID Signature: or failing him; (2) Name: address: E-mail ID Signature: or failing him; (3) Name: address: E-mail ID Signature: as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on Saturday,29th September, 2018 at 02:00 p.m. at the Registered Office of the Company at 123/57, Saresh Bagh, Factory Area Kanpur and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution No.

RESOLUTIONS Optional *

Ordinary Business For Against 1 Adoption of Annual Accounts for the year ended 31st March 2018

2 Appointment and Fixation Of remuneration of Statutory Auditors M/s Shashi Dinesh & Co. Chartered Accountants

3 Appointment of Director in place of Mr. Karan Katyan who retires by rotation and being eligible offers himself for reappointment

Signed this day of 2018 Signature of Shareholder Signature of Proxy Holder (s) Note: 1. This form of proxy in order to be effective should be duly completed and deposited at the

Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of Annual General Meeting.

3. * It is optional to put a “X” in the appropriate column against the Resolutions indicated in the Box. If you leave the ‘For” or ‘Against’ column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

4. Please complete all details including details of member(s) in above box before submission.

Name of the member(s): Registered address: E-mail ID: Folio/DP ID-Client ID No:

Affix One Rupee

Revenue Stamp

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