1 SHARE CAPITAL
 
 A.  AUTHORISED
 
 The Company''s Authorised Capital is of Rs. 34000.00 Lacs (Previous Year
 Same) distributed into 1,90,00,000 (Previous Year Same) Preference
 Shares of Rs. 100/- each and 15,00,00,000 (Previous Year Same) Equity
 Shares of Rs. 10/- Each.
 
 B.  ISSUED, SUBSCRIBED & PAID-UP
 
 The issued, subscribed & Fully Paid up capital of the Company as at
 31st March 2011 is of Rs. 7218.08 Lacs.
 
 During the year, the Company has allotted 30,711 Fully paid up Equity
 Shares of Rs. 10/- Each on 09/06/2011 upon conversion of the Foreign
 Currency convertible Bonds (FCCB''s) on request of the Foreign Currency
 convertible Bonds (FCCB''s) Holder.
 
 Accordingly the issued, subscribed and fully paid up capital of the
 Company is Rs. 7221.15 Lacs, represented by the 7,22,11,486 Equity
 Shares of Rs. 10/- Each as at 31st March 2012. The reconciliation of
 the Equity Share Capital of the Company is given as under:
 
 Further, the issued, subscribed and paid up capital of the Company
 includes 54,65,840 (Previous Year Same) Equity Shares lying with
 Depository, representing 27,32,920 (Previous Year Same ) Global
 Depository Receipts (GDRs), issued through an international offering in
 US Dollars, outstanding as at Balance Sheet date.
 
 Also the company has an outstanding 1,00,00,000 warrants carrying
 conversion price of Rs. 300/- each as on the Balance Sheet date. These
 warrants give holders the right to convert warrants into equal number
 of equity shares of the company at any time within 18 Months from the
 date of allotment i.e. 25th November 2010. However, the warrant holders
 did not exercise their rights for conversion of warrants into equity
 shares upto the due date.
 
 C.  Restriction on Voting Rights
 
 Holders of GDRs have no voting rights in respect of underlying shares
 represented by the GDRs. However Depository can exercise the power to
 vote in respect of shares represented by the GDRs as directed by the
 Board, in terms of the conditions contained in offering circular.
 Registered holders of Shares, withdrawn from the deposit facility will
 be entitled to Vote and exercise other direct shareholder rights.
 
 However the holders of the GDRs are entitled to portion of the annual
 dividend, if any declared, on the shares represented by the outstanding
 GDRs.
 
 In terms of the Resolution passed through Postal Ballot declared on
 19th November 2010 the Company had allotted 135 Lacs Warrants at a
 price of Rs.300/- per warrant (inclusive of premium of Rs.290/- per
 warrant), which gives holders the right to convert warrant into equal
 number of equity shares of the company at any time within 18 Months
 from the date of allotment viz 25th November 2010.
 
 2.  LONG TERM BORROWINGS
 
 a) The company had issued 4%, 850 FCCBs of the face value of US $
 100,000 each, aggregating to US $ 85 millions redeemable on March 9,
 2012 at 121.89% of the outstanding principal amount. These bonds were
 convertible into equity shares of the company, at the option of the
 bondholders, at any time at an exchange rate of Rs. 44.44/$ and share
 price of Rs. 144.70 but with conversion price reset on each anniversary
 of the FCCB issue on 8th of March. The conversion price is adjustable
 downwards only but not below Rs. 144.70 as determined under rules of
 SEBI. Up to the year end, Bonds aggregating to US$ 28.70 million were
 converted into 79,42,197 equity shares, Bonds aggregating to US$ 47.00
 million were bought back by the Company and Bonds aggregating to US$
 9.30 million were redeemed on due date for payment i.e. 9th March,
 2012.
 
 Previous Year figures have been given in brackets.
 
 * These are secured a) on pari passu basis by way of hypothecation of
 specific movable properties of the Company (save and except book
 debts), both present & future, subject to prior charges created and /
 or to be created in favour of Company''s bankers for working capital
 facilities, b) by first pari passu equitable mortgage of specific
 immovable properties of the Company situated at Malanpur (M.P.), Jammu
 (J & K) and NOIDA (U.P.) and c) by guarantee of Chairman & Managing
 Director of the Company.
 
 ** This is secured by way of first charge on the aircraft and is
 guaranteed by Chairman & Managing Director of the Company.
 
 @ This is secured a) on pari passu basis by way of second hypothecation
 of specific movable properties of the Company (save and except book
 debts), both present & future, subject to prior charges created and /
 or to be created in favour of Company''s Bankers for working capital
 facilities, b) by second pari passu equitable mortgage of specific
 immovable properties of the Company situated at Malanpur (M.P.), Jammu
 (J & K) and NOIDA (U.P.) and c) is guaranteed by Chairman & Managing
 Director of the Company.
 
 3.  DEFERRED TAX LIABILITY (NET)
 
 In accordance with the Accounting Standard-22 (AS-22), regarding
 ''Accounting for Taxes on Income'', issued by The Institute of Chartered
 Accountants of India, the Cumulative Tax effects of significant timing
 differences, that resulted in Deferred Tax Asset & Liabilities and
 description of item thereof that creates these differences are as
 follows :
 
 4.  SHORT TERM BORROWINGS
 
 1.  Working capital facilities from banks are secured a) on pari passu,
 by way of hypothecation of stock of raw materials, semi-finished
 goods, finished goods and book debts of the Company, both present and
 future, b) by way of second pari passu charge on specific fixed
 assets of the Company, situated at Malanpur (M.P.), Jammu (J & K) and
 NOIDA (U.P.), and c) by guarantee of Chairman & Managing Director of
 the Company.
 
 2.  * Guaranteed by Chairman & Managing Director of the Company.
 
 5.  TRADE PAYABLES
 
 * The details of amounts outstanding to Micro,Small and Medium
 Enterprises under the Micro,Small and Medium Enterprises Development
 Act,2006 (MSMED Act),based on the available information with the
 Company are as under :
 
 1 Leasehold Land includes Rs.320.00 lacs (Previous Year Rs.320.00 lacs)
 pending execution of title deed.
 
 2 Building includes Rs. 5.30 lacs (Previous Year Rs.5.30 lacs) acquired
 on ownership basis & Rs.19.85 lacs (Previous Year Rs. 19.85 lacs)
 pending execution of title deed.
 
 3 Gross Block & Capital Work in Progress includes Pre-operative
 expenses, basis of which is certified by the Management.
 
 4 Capital Work in Progress includes Rs 67.02 lacs (Previous year Rs.
 238.56 lacs) in respect of Machinery in Transit.
 
 5 Plant & Machinery includes Rs.2397.72 lacs in respect of Machineries,
 destroyed during out break of fires, on which depreciation has been
 ceased to be charged, from the date of fire (Refer Note No. 37 for
 details).
 
 6 Depreciation for the year includes Rs 0.52 lacs (Previous year Rs.
 0.56 lacs) charged to Pre-operative expenses.
 
 7 Gross Block includes Rs. 5.08 lacs (Previous Year Same) added on
 revaluation of followings:
 
 a. Rs. 2.27 Lacs for Building revalued as at 31st December 1987.
 
 b. Rs. 2.81 lacs for Land revalued as at 31st December 1987.
 
 Aggregate Market Value of Quoted Investment is Rs.4118.00 lacs
 (Previous Year Rs.4768.79 lacs). In the opinion of the Management,
 decline in the market value of the Investments is temporary.
 
 * Pledged with Banks as margin for Letters of Credits, Guarantees 
 and Bills Discounted.
 
 6.  Disclosures for Assets under Operating Leases
 
 The Company has given an aircraft on operating lease (Refer Note No.12
 Fixed Assets). The Company has also taken certain vehicles on
 operating Lease.
 
 7. The Ministry of Corporate Affairs has advised that the company has
 paid excess remuneration to Chairman & Managing Director for the period
 from 2004-05 to 2008-09. The amount of such excess remuneration works
 out to be Rs.1184.79 lacs, which in the opinion of the company do not
 amount to excess remuneration.  Accordingly the company had moved an
 application for the waiver of the same, as per the option given by the
 Ministry, which is still pending with the Ministry.
 
 35.  In the opinion of the Board and to the best of their knowledge,
 value on realisation of assets, other than fixed assets & non-current
 investments in the ordinary course of the business, would not be less
 than the amount at which they are stated in the Balance Sheet.
 
 8.  Gratuity
 
 The Employees'' Group Gratuity Scheme is managed by ICICI Prudential
 Life Insurance Company Limited. The present value of obligation is
 determined based on actuarial valuation using the Projected Unit Credit
 Method, which recognizes each period of service as giving rise to
 additional unit of employee benefit entitlement and measures each unit
 separately to build up the final obligation. The additional disclosure
 in terms of Accounting Standard-15,
 
 9.  Aggregate claim biil of Rs.2893.38 lacs, has been filed during
 the year,with insurance company, out of which Rs.2541.54 lacs is
 covered on re-instatement basis, towards machines, buildings, cables
 etc. destroyed during outbreak of fires in factory premises of the
 Company, situated at Jammu & Sector 60, NOIDA and balance of Rs.351.84
 lacs towards stock of materials, which will be recovered from the
 insurance company.
 
 10.  During the year the Company has made payment of BLR $ 800000
 equivalent to Rs. 215.72 lacs to Flex P Films (Brasil) LTDA, towards
 subscription of Equity Shares. On Allotment of Equity Shares, Flex P
 Films (Brasil) LTDA will become a subsidiary of Uflex Limited.
 
 11.  Balances of some of the parties are subject to reconciliation &
 confirmations.
 
 12.  a) Rupees have been rounded off to the nearest thousand.  b)
 Previous Year figures have been recasted / regrouped/ reclassified,
 wherever considered necessary.
 
 13.  SEGMENT DISCLOSURE :
 
 Consequent upon the strategic business re-structuring considering
 business synergies, risks & returns and assets of the Company, there is
 only one reportable segment. Accordingly, segment wise reporting is not
 applicable. However geographical distribution of revenue is as under :
 
 * Includes Scrap Sales shown under the head Other Operating Revenue -
 Note No.- 21B.
 
 14. Following disclosures are made, as per Accounting Standard-18
 (AS-18), regarding, Related Party Disclosures, issued by The
 Institute of Chartered Accountants of India:- (a) List of Related
 Parties:
 
 i) Wholly Owned Subsidiaries : Flex America Inc., Flex Middle East FZE,
 Uflex Europe Ltd., Uflex Packaging Inc., Upet Holding Ltd., U Tech
 Developers Ltd. and Flex Films (USA) Inc.
 
 ii) Fellow Subsidiaries : Flex Films Europa Sp. z.o.o.,Flex P Films
 (Egypt) S.A.E., UPET (Singapore) PTE.  Ltd., Flex Americas S.A. DE
 C.V., SD Buildwell Pvt.Ltd. and Tflex Americas LLC
 
 iii) Associate : Flex Foods Limited
 
 iv) Joint Venture : Qcell Limited
 
 v) Key Management Personnel & their relatives (also exercising signifi
 cant influence over the Company) : Mr. Ashok Chaturvedi, Chairman &
 Managing Director (relative Mrs. Rashmi Chaturvedi) and Mr. S.K.
 Kaushik, Wholetime Director
 
 vi) Enterprises in which the persons referred in (v) along with their
 relatives exercise significant influence : Flex International (P)
 Ltd., Anshika Investments (P) Ltd., Ultimate Flexipack Ltd.,
 A.R.Infrastructures & Projects Pvt.Ltd., Anant Overseas (P) Ltd.,
 Apoorva Extrusion (P) Ltd., Anshika Consultants (P) Ltd., A.R.Leasing
 (P) Limited, Cinflex Infotech (P) Ltd., Ultimate Enterprises (P) Ltd.,
 AR Aerotech (P) Ltd., AR Airways (P) Ltd., Kaya Kalpa Medical Services
 (P) Ltd.,AC Infrastructures (P) Ltd., Club One Airways (P) Ltd.,Flex
 Industries (P) Ltd., AC Infratech (P) Ltd., RC Properties (P) Ltd., A
 to Z Infratech (P) Ltd. and Ultimate Infratech (P) Ltd.
 
 Previous Year figures have been given in Italic.
 
 AKC Developers Ltd., fellow subsidiary & Ultra Urban Infratech Ltd.an
 associate company are not reported above, since the Company has
 transferred the Management & ownership control under the agreement
 dated 21st May''2010 with an understanding to transfer the entire Share
 Holding on payment of the amount due under the agreement.
 
 As per section 215(1) of the Companies Act, 1956 every Balance Sheet
 and Profit and Loss Account of a Company shall be signed on behalf of
 the Board of Directors by not less than two Directors of the Company
 one of whom shall be a Managing Director where there is one.
 
 However the attached Balance sheet, Statement of Profit and Loss along
 with Notes and Cash Flow Statement of UFLEX Limited has not been signed
 by the Managing Director as he was not present within the territory of
 India at the time of the Board Meeting in which such accounts were
 approved.
 
 He had gone out of territory of India to attend some urgent business
 meetings with customers which were unavoidable and therefore has not
 signed the attached Balance Sheet, Statement of Profit and Loss along
 with Notes and Cash Flow Statement of the Company.
 
 As advised to the Company, when the Managing Director is not present in
 India at the time of signing the Balance Sheet & Statement of Profit &
 Loss, any other Director of the Company automatically get the right by
 the virtue of sub-section 1(ii) and sub-section 2 of section 215 of the
 Companies Act, 1956 to sign the Balance Sheet and Statement of Profit
 & Loss explaining the reason for the absence of Managing Director.
 Hence we are attaching this statement pursuant to section 215 (2) of
 the Companies Act, 1956 and due to this reason and as authorised by the
 Board of Directors, we have signed the attached Balance Sheet,
 Statement of Profit and Loss along with Notes and Cash Flow Statement
 of the Company.