History of Uflex Ltd.

YEAR EVENTS 1988 - The Comp. was Incorporated on 21st June, & obtained the Certificate for Commencement of Business on 8th August. It was promoted by Ashok Kumar Chaturvedi & Harish Chaturvedi. By a scheme of amalgamation, the assets & liabilities of Flex Laminates limited & Flex Papers limited were taken by company effective from 1st August. The Company objects is to manufacture & deal in flexible packaging materials of printed laminated of plastics & paper based materials.

- 70 No. of equity shares subscribed for by Signatories to Memorandum of Association. 22,15,640 No. of equity shares allotted to erstwhile Flex Laminates limited [in proportion 82 shares: 100 held in Flex Laminatess] & 6,25,016 shares allotted to erstwhile Flex Papers limited [in proportion 56 shares; 100 held in Flex Papers Ltd.,s] both consequent to the Scheme of Amalgamation without payment in cash.

1989 - The Comp. proposed to undertake the Modernisation-Cum-Backward integration scheme, at its existing unit at NOIDA. It was to be undertaken under two projects. The first project was to involve an outlay of Rs.234 lakhs while the second one Rs.775 lakhs. Financial institution sanctioned a term loan of Rs.169 lakhs for for first project & the remaining Rs.65 lakhs was to be met by internal accruals. The second project was to be financed by a term loan of Rs.580 lakhs & the balance of Rs.195 lakhs was to be met by internal accruals.

- 21,59,274 No. of equity shares then issued at reserved & allotted to promoters, resident directors etc. Of the balance 20,00,000 shares, 1,07,964 shares were reserved for allotment on a preferential basis to employees [including Indian working directorss]/workers of Comp. as well as promoter companies [only 94,700 shares taken ups]. The remaining 18,92,036 shares alongwith 13,264 shares not taken up by employees were offered for public subscription during September 1989 [all were taken ups]

1990 - With a view to further improving the quality of end products and to keep pace with the changing market requirements, the Company embarked upon a Scheme of Upgradation of technology, process and products to enable the Comp. to introduce high quality & new range of products. The Comp. hence proposed to acquire & commission eight colour rotogravure printing machine, colour scanner & other high speed, energy saving, high process control equipments & machines.

- The Comp. issued 2,13,000 secured Redeemable non-convertible debentures of Rs.100 each for cash at par by way of private placement to Canbank Mutual Fund.

- 25,00,000 Right equity shares issued in prop. 1:2. Another 1,25,000 shares offered to employees [all were taken ups].

1991 - During June the Comp. issued 26,25,000 No. of equity shares of Rs.10 each for cash at par at a premium of Rs.10 each aggregating to Rs.525 lakhs. Out of these 25,00,000 No. of equity shares were offered to shareholders, on rights basis in the ratio of 1:2 [all were taken ups].

1993 - The Comp. made inroads into the exports market & registered Rs 26.98 crores compared to Rs 1.57 crores in previous year.

- The Comp. undertook to set up a plant with the state-of-the-art technology for manufacture of pet film.

- With a view to sustaining growth & cater to the expanded domestic & international market with greater strength, the Comp. undertook to the expansion-cum-backward integration projects. A plant to manufacture BOPP film with a capacity of 15,000 TPA was to be set & the existing capacity at pet film plant was to be expanded from 10,000 TPA to 23,000 TPA.

- During May-June, the Comp. issued 38,12,500 - 17.5% secured partly convertible debentures of Rs.100 each in Rights basis in prop. 1 debenture : 2 equity shares held.

- Another 1,20,000 - 17.5% debentures were issued to employees on an equitable basis.

- Rs.50 of face value of each PCD was to be converted into 1 equity share of Rs.10 each at a premium of Rs.40 per share on the date of allotment of debentures.

- Balance Rs.50 of face value of each debentures was to be redeemed in 3 annual instalments of Rs.16, Rs.17 & Rs.17 at the end of 7th, 8th & 9th years from the date of allotment of debentures.

- Simultaneous to the above issue, the Comp. also issued 9,15,000 - 18.5% secured non-convertible debentures of Rs.100 each with detachable warrant on Rights basis in prop. 16 NCDs : 50 equity shares held.

- Each NCD was to be redeemed in 3 annual instalments of Rs.30, Rs.35 & Rs.35 at the end of 7th, 8th & 9th year respectively from the date of allotment of debentures or at the option of the Comp. earlier but not before 3 years from the date of allotment of debentures.

- Each warrant entitled the holder to apply for one equity share of Rs.10 each between 3 to 5 years from the date of allotment of NCD.

1994 - During September-October, the Comp. issued 45,75,500 No. of equity shares of Rs.10 each for cash at a premium of Rs.215 per share on Rights basis in prop. 2:5. A warrant was attached to two equity shares & in entailed the holder to apply for 1 equity share at par between 3-5 years from the date of allotment of debentures [all shares were taken ups].

- Also, 22,87,750-13.5% secured non-convertible debentures were issued on Rights basis in proportion INCD:5 equity shares held, along with warrants. Each warrant attached to a NCD entitled the holder to apply for 1 equity share.

- If warrants are not excercised during the said period, the entitlement would lapse.

- The NCDs would be redeemed at the end of 5 years from the date of allotment at the option of Comp. but not before three years from the date of allotment. - 49,28,416 No. of equity shares allotted at a premium of Rs.215 per share. 1995 - The Comp. registered a quantum jump over the previous year dispite facing a reverse shortage of BOPP film.

- During November, the Comp. issued 31,05,590 Global Depository Receipts representing 62,11,180 No. of equity shares.

- The Comp. issued 74,53,416 GDR of U.S. $30 Million at a premium to the market price in December. The GDR issued at a price of U.S.$ 8.05 per GDR. 74,53,416 No. of equity shares were issued.

1996 - To give a further thrust to exports, the Comp. has set up a Joint Venture in U.S.A. with Vinmar Inc., viz., Flex Vin Inc.

- The Comp. won Dupont Award for Innovation in Food Processing and Packaging, U.S.A.

- The Comp. has been awarded ISO-9002 Certification for confirmation to quality system standard for one of its units.

- The GDRs issued at a price of US $ 8.05 per GDR resulted in allotment of 7453416 No. of Equity Shares of Rs. 10/- each.

- Shri Shailendra Swarup, Shri R.K. Khanna & Shri Amar Singh, Directors of the Comp. retire by rotation & being eligible offer themselves for re-appointment.

- Shri R.K. Sharm resigned as Director of Comp. w.e.f. 21.8.96.

1997 - FIL modernised & expanded the capacity of is polyester film unit in 1996 from 12,000 tpa to 24,000.

- The Credit Rating and Information Services of India Ltd [Crisils] has downgraded the non-convertible & partly convertible debenture programmes of Flex Industries from A+ to A, indicating adequate safety for timely payment of interest & principal.

- Crisil has also downgraded the fixed deposit programme of Comp. from FAA- to FA+ indicating that the degree of safety regarding the timely payment on the instrument is adequate.

- Flex Engineering Ltd, a sister concern of Flex Industries, has also been downgraded by Crisil. The AA- rating assigned tot he non-convertible debenture programme of company has been downgraded to A indicating adequate safety of timely payment of interest of interest & principal.

1998 - The Comp. has successfully developed some new products indigenously viz. Packaging material for commodity items, for grey cement; pouted flexi tubes for packaging of tooth paste, jam, jelly, face cream gel etc.; peelable film for medical applications etc.

- Due to adverse operating conditions in the company business more particularly in PET and BOPP films sectors, general sluggishness in the economy & slackness in demand, it faced tight liquidity position, which not only affected company capacity to meet its financial obligations to Financial Institutions & Banks but also affected the smooth operations of activities.

- The Comp. had allotted 915000 - 18.5% Secured Non-Convertible Debentures alongwith Detachable Warrants in July, 1993.

1999

--Flex Industries Ltd & Polyplex Corporation Ltd--two polyester majors have decided to hive-off their polyester film businesses to form a joint venture.

-The companies had signed a memorandum of understanding [MoUs] recently to create the country largest & the world fifth largest polyester film manufacturing Comp. with an installed capacity of 39 000 tonne per annum.

2000

-Board Approves, the proposal to acquire 100% share holding in Cincom Systems India Pvt. Ltd., 100% subsidiary of Cincom System Marutius [CSMs] & which is a 100% subsidiary of Cincom System Inc.

2001

-Financial institutions led by ICICI sanction a debt restructuring package

-Issues & allotts 1,00,00,000 warrants at a price of Rs 24 per warrant to promoters & their associates.

-The restructuring package, worth Rs 700 crore cancelled by Financial Institutuions[FIs]

-Delhi High Court rejected the bail applications of suspended central excise chief commissioner Someshwar Mishra & Flex Industries chief Ashok Chaturvedi in a bribery case.

2002

-Mr. M G gupta & Mr. N Sitaraman have been appointed as Directors of company.

-Shri K.E.C. Raja Kumar has been nominated by UTI on the Board of Directors of Comp. as their new nominee in place of Shri Ravi Kathpalia. Shri Ravi Kathpalia has been co-opted as a Director on the Board of company.

-Mr. N Sitaraman, Director of Comp. has been appointed as Director [Secretarial and Legals] of Comp. w.e.f. July 08, 2002.

2003

-Approves the allotment of 10000000 equity shares against the conversion of 10000000 warrants on preferential basis

- Mr. Paresh Nath Sharma has been appointed as a Whole-time Director of Comp. with effect from September 15, 2003.

-Major fire breaks out at two of production lines located at Sector-60, Noida engaged in manufacturing flexible plastic materials on October 01, 2003

-Mr. P Abraham has been appointed as Nominee Director of Unit Trust of India in place of Mr. K E C Raja Kumar on the Board of Company.

-Independent investigator appointed by Department of Comp. Affairs to probe the charges against Flex Industries

2007

-Uflex Ltd has informed that ICICI Bank Ltd has nominated Mr. Sandeep Malhotra as their Nominee Director on the Board of Comp. in place of Mr. A Karati.