CONTENTS

Notice of AGM.......................................................................................................................................... 02

Directors' Report....................................................................................................................................... 04

Corporate Governance Report................................................................................................................. 08

Auditors' Report........................................................................................................................................ 14

Balance Sheet........................................................................................................................................... 18

Profit & Loss Account................................................................................................................................ 19

Schedules to B/S and P&L Account.......................................................................................................... 20

Notes to Accounts..................................................................................................................................... 26

Cash Flow Statement................................................................................................................................ 30

BOARD OF DIRECTORS

NON-EXECUTIVE DIRECTORSRAJUL SANDEEP JHAVERI CHAIRPERSON

M. K. SINHA DIRECTOR DINESH SHAH DIRECTOR

YOGEN LATHIA DIRECTOR VIJAY D. AJGAONKAR DIRECTOR

RANJAN P. GUPTA DIRECTOR

EXECUTIVE DIRECTORSSANDEEP JHAVERI MANAGING DIRECTOR

KRISHNA KUMAR SADANI JT. MANAGING DIRECTORABHISHEK JHAVERI WHOLE TIME DIRECTOR

MRUNAL JHAVERI WHOLE TIME DIRECTOR

AUDITORSM/S. BHATTER & COMPANY CHARTERED ACCOUNTANTS, MUMBAI.

ASHISH GUPTA COMPANY SECRETARY

BANKERSTHE SARASWAT CO-OPERATIVE BANK LIMITED

REGISTERED OFFICEGUT NO. 74, FAROLA, PAITHAN ROAD,

AURANGABAD-431105PHONE +91-2431-251663/4

FAX +91-2431-251661

WORKSUNIT-I UNIT-II

GUT NO. 74, FAROLA, PAITHAN ROAD, SURVEY NO. 135/2, VILLAGE DAPADA, AURANGABAD-431105 KHANVEL ROAD, SILVASSA-369 230

MAHARASHTRA U.T. OF DADRA AND NAGAR HAVELI

UNIT-IIISURVEY NO. 188/2/1, VILLAGE LUHARI,

SILVASSA-369 230, U.T. OF DADRA AND NAGAR HAVELI

SHARE REGISTRAR AND TRANSFER AGENTS M/S LINK INTIME INDIA PRIVATE LIMITEDC-13, PANNALAL SILK MILLS COMPOUND,

L.B.S. MARG, BHANDUP (W)MUMBAI – 400 078

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25th Annual Report

Jhaveri Flexo India Limited

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NOTICE

Notice is hereby given that the 25th Annual General Meeting of Jhaveri Flexo India Ltd. will be held on Friday the 30th day of December 2011 at 10:30 A.M. at Gut No. 74, Farola, Paithan Road, Aurangabad-431105 to transact the following business:

ORDINARY BUSINESS:

1) To receive, consider and adopt the Balance Sheet of the company as on 31st March 2011, the audited Profit and Loss Account for the year ended on that date, the Auditors' Report thereon and the Report of the Board of Directors.

2) To appoint Director in place of Mr. M. K. Sinha who retires by rotation and being eligible offers himself for re-appointment.

3) To appoint Director in place of Mr. Yogen Lathia who retires by rotation and being eligible offers himself for re-appointment.

4) To appoint auditors and fix their remuneration.

By Order of the Board of DirectorsPlace: Mumbai Date: 09.08.2011 Rajul Sandeep Jhaveri

Chairperson

NOTES:

1. MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (hereinafter referred as AGM or Meeting) IS ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF & A PROXY NEED NOT BE A MEMBER OF THE COMPANY. Proxy forms, duly stamped should be deposited at the Registered Office of the Company not later than 48 hours before the commencement of the meeting.

2. The Register of Members and Share Transfer Books of the Company will be closed from 26th December 2011 to 30th December 2011 (both days inclusive).

3. Brief Details of Directors seeking re-appointment: The directors Mr. M. K. Sinha and Mr. Yogen Lathia retire by rotation at the twenty fifth annual general meeting of the company and being eligible offer themselves for reappointment.

Dr. M. K. Sinha aged 74 years is a non executive and independent director of the company. He is Master's in Mathematics from Patna University and has done his Ph. D. in Operations research. He has around 40 years of experience in banking sector and retired as chairman of State Bank of India in the year 1995. He is on the board of various listed and unlisted companies. His huge experience in the banking and financial management is of imminence benefit to the company.

He holds directorship in Amines and Plasticizers Ltd., Austral Coke & Projects Ltd., The Prag Bosomi Synthetics Ltd., Radaan Media Works (I) Ltd., Bank Overseas Ltd., First Winner Industries Ltd., Apl Infotech Ltd. and Kalani industries Ltd. He is also member and chairman of various committees where he holds directorship.

None of the shares of the company are held by him as on 31st March 2011.

Mr. Yogen Lathia aged 54 years is a non executive and independent director of the company. He is a Bachelor of Science (Honors) and has completed A.N.C.R.T., FIM from London. Being a Technical Director and over seeing the operation of reputed Manufacturing Company namely Lathia Rubber Manufacturing Co, he has a vast knowledge & experience of Industrial management. His rich experience is helpful in planning future expansions and deciding industrial policies for company from time to time.

Apart from being an independent director of Jhaveri Flexo India Ltd., he holds directorship in Lathia Rubber Manufacturing Pvt. Ltd. as well.

None of the shares of the company are held by him as on 31st March 2011.

4. All the documents referred to in the accompanying notice are open for inspection at the registered office of the company on all working days except Sunday and Holidays between 11:00 a.m. to 5:00 p.m. upto the date of Annual General meeting.

5. Members holding shares in physical form are requested to consider dematerializing the same.

6. Members who have not appointed nominees are requested to appoint nominees. The prescribed form for the appointment of nominee will be made available on request.

7. Members desirous of obtaining any information concerning the accounts and operations of the company for the financial year ended on 31st March, 2011 are requested to address their questions to the company secretary at the registered office of the company at least 10 days before the date of meeting so that the requested information is made available at the meeting, to the best extent possible.

8. The members are requested to send all communication relating to shares to Share Transfer Agents of the Company including changes, if any, in their registered address at an early date and bring the copy of the Annual Report and Attendance Slip with them to the Annual General Meeting.

By Order of the Board of DirectorsPlace: Mumbai Date: Rajul Sandeep Jhaveri

Chairperson09.08.2011

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25th Annual Report

Jhaveri Flexo India Limited

04

DIRECTORS' REPORT

Your Directors are pleased to present the 25th Annual Report together with the audited Balance Sheet and Profit & Loss Account for the year ended 31st March 2011.

1. FINANCIAL RESULTS: Rs. in lakhs

stParticulars Current Year 31 Previous Year 31st March 2011 March 2010

Gross Sales 26784.82 20259.99

Less excise duty 2595.67 1582.56

Net Sales 24189.15 18677.43

Raw Material Consumption 17689.23 13717.88

Profit before Interest, Depreciation and Tax 1600.58 1482.06

Less: Interest 626.58 425.13

Profit before Depreciation and Tax 974.00 1056.93

Less: Depreciation 966.17 843.37

Profit before Tax 7.83 213.56

Less: Provision for Taxation 68.83 108.44

Profit after tax (after prior period items) (62.46) 104.92

Appropriation:

Dividend (proposed for the current FY) -- 62.90

Dividend Distribution Tax -- 10.69

Balance carried to balance sheet 1109.32 1171.78

2. PERFORMANCE: Turnover net of excise during the year ended on 31st March 2011 was Rs. 24189.15 lakhs increased by 29.51% as against Rs. 18677.43 lakhs in previous year, owing to increase in operational and financing cost upon getting installed and commissioning of all new machines and lower capacity utilization of new machines the net profit was in minus at Rs. 62.46 lakhs for the year ended on 31.03.2011 as against net profit of Rs. 104.92 in previous year.

The Company is achieving sound growth rate in export. During the year under review export turnover was Rs. 556.40 Lacs registering growth of 55.39% compare to previous year. Company's products specially Laminates, CPP, PVC and Stretch film have been stabled in overseas market. The Company is forecasting new heights in export turnover during the current year.

3. DIVIDEND: During the year under review profit after tax being a negative figure your directors show their inability to recommend dividend for 2010-11.

4. VOLUNTARY DELISTING: The Company has received a requisition letter dated 9th May 2011 from Mr. Sandeep Jhaveri on behalf of himself and other Promoters/Promoter Group, conveying their intention to voluntarily delist the Equity Shares of the Company from both Stock Exchanges i.e. The Bombay Stock Exchange Ltd. (BSE) and The Calcutta Stock Exchange Ltd. (CSE) in compliance with the SEBI (Delisting of Equity Shares) Regulations 2009 and any other rules, regulations, act related thereto ("Delisting Proposal"). In view of above the approval of the Shareholders was sought by means of Postal Ballot for delisting of the Equity Shares of the Company from BSE and CSE. The ratio of total valid votes cast by public shareholders in favour of the proposed resolution to the valid votes cast by public shareholders against it was, approximately 54.63 : 1. Accordingly the Director declared the results on 01st June 2011 that the special resolution for delisting of Equity Shares of the Company as set out in notice dated 10.05.2011 has been approved and passed by requisite majority as required under Regulation 8 of the SEBI Delisting Regulations. After getting approval from Stock Exchanges and completions of other procedures the promoters will send offer letter to the public shareholders for purchasing their shares.

5. FIXED DEPOSIT: Your Company has not accepted any deposits under Section 58A of the Companies Act, 1956 from the public and as such no amount of principal and/or interest was outstanding as on 31.03.2011.

6. DIRECTORS: Mr. M. K. Sinha and Mr. Yogen Lathia retire by rotation at the twenty fifth annual general meeting and being eligible, offer themselves for reappointment.

The appointment/re-appointment of above said directors shall be put forth at the ensuing Annual General Meeting for the members' approval.

In accordance with the provisions of Clause 49 of the listing agreement with the stock exchanges, brief particulars of the above said directors are provided in the notes annexed/explanatory statement to the notice of the Annual General Meeting and are forming part of this Annual Report.

7. INSURANCE: All the properties of the company including Plant & Machinery, Stores and Stocks, wherever necessary and to the extent required have been adequately insured.

8. MANAGEMENT DISCUSSION AND ANALYSIS: The performance of the company during the year 2010-11 was below the expectation. The company could not achieve desired results during the year under review due to under utilization of installed capacity of new plants and teething troubles in implementation of expansion plans.

The Company is focusing to utilize maximum installed capacity as against current 60-65% utilization and always searches the ways to cut the cost of production so as to achieve higher rate of return. Moving forward towards this the company has recently imported one High Vacuum Metalizer from German manufacturer to do metalizing on laminates/CPP Film in-house so as to save cost involved on job work and can execute orders of metalizing of other customers too.

Indian packaging industry is growing with rapid rate. The large growing middle class, liberalization, demand for ready to eat food products and organized retail sector are the catalysts to growth in packaging. There are tremendous scopes to develop new and advanced product variants, new applications which suit to the customers' requirements and add value edition for their products.

Rising inflationary pressures, high volatility in raw material prices, higher cost of finance and growing competition from organized and un-organized players are the key factors which can adversely affect the business and financial conditions of the company.

Forecasting the above risk factors, your directors had decided long back that through increase in sales turnover and quality of products the company not only can mitigate the above risk but it will also ensure to grow the top and bottom line and therefore embarked upon the expansion cum diversification plans in the year of 2007-08. Long associated big and diversified customers, recently installed state of art plants around in all three units, well spread and diversified product range, sustained growth story of Indian economy are some of the strong favorable ingredients which ensure that your company to move ahead on its growth path in the ensuing years.

CAUTIONARY STATEMENT: Statement made herein describing the company's expectation or predictions is "forward-looking statements". They are based on the data available and the bonafide judgment of the management, the actual results may be affected by various factors which may be different from what your management envisages.

9. INTERNAL CONTROL SYSTEM & RISK MANAGMENT: The Company has designed a system of internal control with the objective of safeguarding the company's assets, ensuring that transactions are properly authorized, and providing significant assurance at reasonable cost, of the integrity, objectivity and reliability of financial information. Internal audit is conducted by the Independent Auditor at regular intervals at all the plants concerning the key areas of operations. The management of the company duly considers and takes appropriate action on recommendations made by the statutory auditors, internal auditors and the independent audit committee of the board of directors.

In the normal course of business, the risks that are continuously monitored include, but are not limited to, product quality, price, cost trends, competition, financing, technical changes, foreign exchange etc. The Company's internal control process covers, amongst others, process for identification, assessment and mitigation of those risks.

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10. AUDITORS: The auditors M/s. Bhatter & Co., chartered accountants hold office until the conclusion of the ensuing Annual General Meeting and have given their consent for re-appointment. A certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

11. HUMAN RESOURCE MANAGEMENT: The Company continues to maintain cordial relations with the workmen and staff. New recruitments at various levels are being made to adequately manage various segments/functions of growing operations of the company. The company provides training to its employees on a continuous basis for skill building, creativity and developing quality manpower.

12. PARTICULARS OF EMPLOYEES: The particulars of employees as required under the provisions of section 217 (2A) if the Companies Act, 1956 read with the Companies (Particulars of Employees) (Amendment) Rules, 2002 is annexed hereto and forms part of the Director's report. However, as per the provisions of section 219 (1) (b) (iv) of the Companies Act, 1956 the report and the Accounts are being sent to all shareholders of the company excluding the aforesaid information. Any shareholder interested in obtaining such particulars may write to the Company Secretary at the registered office of the company.

13. DIRECTOR'S RESPONSIBILITY STATEMENT: Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, the Directors to the best of their knowledge and belief confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. Appropriate accounting policies have been selected and applied consistently and have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the Profit and Loss Account for the year ended March 31, 2011.

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

14. HEALTH, SAFTY AND ENVIRONMENT: The health and medical services are accessible to all employees. The projects and activities are planned and designed with environment protection as an integral part to ensure a safe and clean environment for sustainable development. Pollutants in wastewater and air are regularly monitored at all the manufacturing facilities and training in general safety, industrial hygiene and basic fire fighting is regularly imparted to the employees.

15. HUMAN RESOURCE DEVELOPMENT: The current industrial scenario and the long term vision of the company pose unique challenges to the Human Resource function. Systems and processes are being developed with the intention of building a performance-oriented and customer focused culture that enhances organizational capability, excellence and vitality, while fostering an enabling and empowering work environment.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A) Conservation of Energy: Though your company is not a power intensive industry, the company continues its efforts to reduce energy usage by adopting various methods of energy savings. Your company continuously evaluates new technologies and has endeavored to optimize the use of energy resources and taken adequate steps to avoid wastage.

B) Technology Absorption and R&D: The company always endeavor to achieve cost reduction and productivity by its in-house R&D. In this area the company has:Installed positive Air System at all its facilities to create more healthy and hygienic conditions in the work area. In-house developed a process of incorporating anti fogging additives such a way that do not change the end properties of the film.

It has always been the Company's endeavor to emphasize on latest development in state-of-art technology. Personnel have been deputed from time to time abroad to achieve and keep abreast of latest development and thereafter transform the same to indigenous products/technology, wherever applicable.

The Company has not imported any technology; however, the Company has imported new and latest machineries/parts during the year under review.

C) Foreign Exchange earnings and outgo: During the year the company's Foreign Exchange earning were Rs. 556.40 lacs (Rs. 358.06 lacs in previous year) on account of export of goods and total revenue expenditure in foreign currency was Rs. 6754.74 lacs (Rs. 3559.02 lacs in previous year) and the capital expenditure was Rs. 48.41 lacs (Rs. 94.52 lacs in previous year) on account of expansion cum diversification plans of the company.

17. CORPORATE GOVERNANCE: As required under clause 49 of the Listing Agreement with the Stock Exchange, Corporate Governance Report form part of the annual report. A certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

19. ACKNOWLEDGEMENT: Your Directors place on record their deep appreciation and gratitude for the valuable support received from all the customers and suppliers. Your directors appreciate the sincere efforts put in by all the employees at all levels during the year under review. Your directors wish to express and place on records its gratitude for the faith reposed in and cooperation extended to the company by the bank, government authorities and shareholders of the company.

18. GROUP: As required under regulation 3(1)(e)(i) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from the applicability of the provisions of Regulations 10 to 12 of the aforesaid SEBI Regulations are given in Annexure "I" attached herewith and forms part of this report.

09.08.2011

By Order of the Board of DirectorsPlace: Mumbai Date: Rajul Sandeep Jhaveri

Chairperson

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25th Annual Report

ANNEXURE - I

The following is the list of persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of availing exemption from the applicability of the provisions of Regulations 10 to 12 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 ("the said Regulation"), as provided in Clause 3(1)(e)(i) of the said Regulations:

Sr. No. Name of Group Sr. No. Name of Group

1. Mars Fincom Pvt. Ltd. 11. Mr. Alay Jhaveri

2. Wellworth Industries Ltd. 12. Mr. R. S. Jhaveri

3. R.S. Jhaveri Steels Pvt. Ltd. 13. Abhishek S. Jhaveri

4. Sangam Press Pvt. Ltd. 14. Arihant S. Jhaveri

5. R.S. Jhaveri & Co. (Firm) 15. Aniket S. Jhaveri

6. Nishita Family Trust 16. Mrs. Nishita Jhaveri

7. Jhaveri Family Trust 17. Mr. Samir N. Shah

8. Mrs. Rajul Sandeep Jhaveri 18. Sandeep Jhaveri (HUF)

9. Mr. Sandeep Jhaveri 19. Samir N. Shah (HUF)

10. Mr. Mrunal Jhaveri

Mr.

Mr.

Mr.

Jhaveri Flexo India Limited

08

CORPORATE GOVERNANCE REPORT

1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE: The company believes that the corporate governance is for sustainable development of all stakeholders which cover Shareholders, Management, Board of Directors, employees, suppliers, customers, banks/lender, regulators, government, the environment and community at large.

The company's philosophy on corporate governance extends beyond this mandatory requirement of "Corporate Governance Report." The company believes in governance which enhances the stakeholder value in a fair, transparent, legal and ethical manner.

2. BOARD OF DIRECTORS: [i] Composition of the Board:

The strength of the Board as on 31st March 2011 was Ten, comprising of a non-executive director as a chairperson, five independent directors and four executive directors. This duly complies with Clause 49 of the Listing Agreement.All the directors are qualified, experienced and capable individuals justifying the senior most and core position in the company held by them.

[ii] Number of Board Meetings:There were four Board Meetings held during the year ended 31.03.2011. These were on 28.05.2010, 12.08.2010, 12.11.2010 and 02.02.2011. The maximum time-gap between any two consecutive meetings did not exceed 4 months.

[iii] Director's attendance record and directorship in other Bodies Corporate:The Composition of the Board of Directors and attendance record of the directors during the year ended 31.03.2011 and category of directors as well as their directorship/membership in other companies/committees are as follows:

Name of Director Category Number Whether No. of Other Board

of Board attended other Committees

Meeting last AGM Director Member Chairman

attended -ships -ship -ship

Mrs. Rajul Sandeep Jhaveri Promoter, Chairperson 3 No - - -Mr. Sandeep Jhaveri Promoter, Executive 3 No 02 - -Mr. K.K. Sadani Executive 3 No 02 03 02Mr.Abhishek Jhaveri Executive 4 No - - -Mr. Mrunal Jhaveri Executive 3 No - - -Dr. M. K. Sinha Independent 3 Yes 07 02 02Mr. Dinesh Shah Independent 3 No 01 02 03Mr. Yogen Lathia Independent 3 No - 02 -Mr. Vijay Ajgaonkar Independent 3 No 03 03 03Mr. Ranjan Gupta Independent 4 No 01 02 -

Other Directorship exclude Directorship held in Private Limited Companies.

3. BOARD COMMITTEE: A) Audit Committee: The Company has constituted Audit Committee in accordance with the revised clause

49. Brief description of the terms of reference of the Audit Committee are as under:i) To review annual and quarterly financial statements and pre-publication announcements before

submission to the Board.ii) Recommending to the Board, the appointment, reappointment and, if required, the replacement or

removal of the Statutory Auditors and the fixation of their audit fees and approving payments for any other services rendered by them.

iii) Oversight of the company's reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient & credible.

iv) Reviewing the adequacy of internal audit function, internal control systems and action taken on internal audit reports.

v) To apprise the Board on the impact of accounting policies, accounting standards legislation.vi) To hold periodical discussions with statutory auditors on the scope and content of the audit.vii) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee."

Audit Committee consists of 4 directors, out of them 3 are independent directors including the chairman. Company Secretary Mr. Ashish Gupta acts as the secretary to the Committee.

Four Audit Committee meetings were held during the year ended on 31.03.2011. These were on 28.05.2010, 12.08.2010, 12.11.2010 and 02.02.2011.The Composition of the Audit Committee and attendance record of members during the year ended on 31.03.2011 are as follows:

Name of members and chairman Category Number of Meetings attended

Dr. M. K. Sinha - Chairman Independent Director 3

Mr. Vijay Ajgaonkar - Member Independent Director 3

Mr. Ranjan Gupta - Member Independent Director 4

Mr. K. K. Sadani - Member Executive Director 3

Name of members and chairman CategoryMr. Dinesh Shah - Chairman Independent DirectorMr. Vijay Ajgaonkar - Member Independent DirectorMr. Ranjan Gupta - Member Independent Director

Name of Director Designation Sitting fees Salary Perquisites Total

Mrs. Rajul Sandeep Jhaveri Chairperson 15,000 - - 15,000

Mr. Sandeep Jhaveri Managing Director - 26,85,600 30,00,000

Mr. Dinesh Shah Director 30,000 - - 30,000

Dr. M. K. Sinha Director 30,000 - - 30,000

Mr. Yogen Lathia Director 30,000 - - 30,000

Mr. Vijay Ajgaonkar Director 30,000 - - 30,000

Mr. Ranjan Gupta Director 40,000 - - 40,000

Mr. K. K. Sadani Jt. Managing Director - 13,45,200

Mr. Abhishek Jhaveri Whole Time Director -

Mr. Mrunal Jhaveri Whole Time Director -

All the members of the Audit Committee are financially literate and posses necessary expertise in finance and accounting fields.

Remuneration Committee: The Composition of the Remuneration Committee is as under:

The terms of reference of the remuneration committee are as follows:

i.) To determine the Company's policy on specific remuneration packages for Managing Director/Whole Time Director including pension rights and any compensation payment.

ii.) To do such other acts, deeds and things as are necessary for or incidental to the carrying out of any of the above functions.

During the year under review there was no meeting held.

Remuneration to Directors: The Company pays remuneration by way of salary, perquisites and allowances to the managing director and executive directors. The company pays sitting fees to the non-executive directors. The Company has so far not issued any stock options to any directors of the company. Detail of remuneration paid during the year ended on 31.03.2011 is as under:

314400

1,64,820 15,10,020

5,40,000 64,820 6,04,820

5,40,000 64,820 6,04,820

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Shares held by non-executive Directors: The shares held by the non-executive directors as on 31st March 2011 are given below:

List of Non-Executive Directors No. of shares heldMr. Vijay Ajgaonkar 2000Mr. Dinesh Shah 495000

C) Shareholders/Investors Grievance Redressal Committee: The Composition of the Committee and attendance record of the members during the year ended on 31.03.2011 are as follows:

Name of members and chairman Category Number of Meetings attendedMr. Yogen Lathia - Member Independent Director 03Mr. Dinesh Shah - Chairman Independent Director 03Mr. K. K. Sadani - Member Executive Director 03

Four Shareholders/Investors Grievance Redressal Committee meetings were held during the year. These were on 28.05.2010, 12.08.2010, 12.11.2010 and 02.02.2011.

The Company received 6 complaints during the year and all were resolved to the satisfaction of the shareholder. There was no complaint pending as on 31.03.2011.

Name and Designation of Compliance Officer:Mr. Ashish GuptaCompany Secretary

4. GENERAL BODY MEETING: The details of the last three Annual General Meetings are given hereunder:

Date Venue Time Special Resolution

08.09.2008 Gut No. 74, Farola, Paithan 10:00 A.M i. Allotment of equity shares on preferential basisRoad, Aurangabad-431105

30.09.2009 Gut No. 74, Farola, Paithan 10:00 A.M i. Consent to a relative of Director, Mr.Sujay JhaveriRoad, Aurangabad-431105 to hold & to continue to hold a place of profit in the

company.ii. Consent to a relative of Director,

Mr.Mrunal Jhaveri to hold & to continue to hold a place of profit in the company.

iii. Increase in remuneration payable to Mr.Sandeep Jhaveri, Managing Director of the company.

30.12.2010 Gut No. 74, Farola, Paithan 10:30 A.M i. Appointment of Mrunal Jhaveri as whole time Road, Aurangabad-431105 director of the company.

ii. Appointment of Abhishek Jhaveri as whole time director of the company.

iii. Appointment of K K Sadani as Jt. Managing Director.

No special resolution was put through the postal ballot in the last year.

5. DISCLOSURE: i) There are no materially significant Related Party Transactions i.e. transaction of the Company of material

nature with its Promoters, Directors or the Management, their Subsidiaries or relatives etc. that would have potential conflict with the interests of the Company at large. However the company has annexed to the accounts a list of related parties as per accounting standard 18 and the transactions entered into with them.

ii) The company has followed the Accounting standards issued by the Institute of Chartered Accountants of India, to the extent applicable, in the preparation of the financial statements.

iii) No penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.

iv) The Executive Director and Vice President (A & F) have issued a certificate to the board in compliance with Clause 49 (V) of the Listing Agreement for the financial year 2009-10.

v) Director's information as required under Clause 49 IV (G) (i) of the listing agreement is given in the notice of the Annual General Meeting.

vi) The company has adopted a Code of Conduct for all the Board members and senior management of the company. All Board members and senior management personal have affirmed compliance with the code of conduct on annual basis. The annual report contains a declaration to this effect signed by the Managing Director.

vii) The company does not have a formal Whistle Blower policy. However any employee, if he so desires would not be denied access to Board of Directors.

6. SUBSIDIARY COMPANIES:The Company does not have any subsidiary company which falls within the definition of Clause 49 (III).

7. MEANS OF COMMUNICATION:The quarterly, half-yearly and yearly financial results of the Company are sent out to the Stock Exchanges immediately after they are approved / noted by the Board. The company has published its audited and Un-audited financial results in leading English news paper, The Free Press Journa and Navshakti (Marathi) regional language news paper.

The annual report has a detailed chapter on Management Discussion and Analysis.

8. GENERAL SHAREHOLDER INFORMATION:

A. Date, time and venue of Annual General Meetings of Shareholders:The 25th Annual General Meetings of the members of the Company will be held on Friday the 30th day of December 2011 at 10:30 A.M at Gut No. 74, Farola, Paithan Road, Aurangabad-431105.

B. Financial Calendar:The Financial Year of the company is April to March. The Company declared quarterly result during the year under review as follows:

April to June, 2010 Declared on 12th August, 2010July to September 2010 Declared on 12th November, 2010October to December 2010 Declared on 02nd February, 2011January to March 2011 (Annual Audited Results) Declared on 10th May, 2011

C. Date of Book closure: 26th December 2011 to 30th December 2011 (Both days inclusive).

D. Listing on stock exchanges: The Equity Shares of the company is listed on The Stock Exchange, Mumbai and The Calcutta stock exchange association Ltd.

F. Scrip Code: 507796.

G. Stock market Data:

Month High Low Month High Low

April, 2010 37.70 31.55 October, 2010 35.55 31.00May, 2010 34.00 28.10 November, 2010 35.65 31.00June, 2010 34.55 29.32 December, 2010 33.95 29.20July, 2010 32.40 29.00 January, 2011 33.00 29.00August, 2010 31.10 28.65 February, 2011 30.95 27.30September, 2010 33.50 28.25 March, 2011 29.75 25.10

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12

H. Registrar and Share Transfer agents:

M/s. Link Intime India Pvt. Ltd.C-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (W) Mumbai-400 078Tel : 022-25963838

I. Share Transfer System:

Shares sent for physical transfer are generally registered & returned within a stipulated period, if the documents are clear in all respects.

J. Distribution of shareholding as on 31.03.2011

No. of Equity No. of share- % of Shares held % of share holdingShares held holders Shareholders

1 - 1000 1723 88.95 431760 1.72 1001 - 2000 79 4.08 122250 0.49 2001 - 4000 32 1.65 94893 0.38

4001 - 6000 14 0.72 74652 0.306001 - 8000 8 0.41 55391 0.22

8001 - 10000 12 0.62 110441 0.4910001 - 20000 19 0.98 298285 1.19

20001 & above 50 2.58 23972967 95.28Total 1937 100 25160639 100

K. Categories of Shareholding: As on 31.03.2011

S. Category No. of Shares Percentage ofNo. held Share Holding

1 Promoters -Indian Promoters 18867948 -Foreign Promoters - -

2 Mutual Funds and UTI 50,000 0.203 Banks, Financial Institutions, Insurance 18400 0.07

Companies (Central/State Govt./Non-Government Institutions)

4 FIIs - -5 Private Corporate Bodies6 Indian Public7 NRIs / OCBs8 Any other - -

Total 25160639 100.00

L. Dematerialization of shares and liquidity:

The Company has established required connectivity with Central Depository Services (India) Limited and National Securities Depositories Limited.

As on 31.03.2011 total 24831004 Equity Shares representing 98.69% had been dematerialized.

M. Convertible Instruments, Conversion date and likely impact on equity:

The Company has not issued any such instruments and therefore no GDRs/ADRs/Warrants or any convertible instruments pending as on date.

N. Plant Locations: refer page no. 1 of annual report.

O. Address for correspondence of transfer agent (as mentioned above in point no. H) and company:

JHAVERI FLEXO INDIA LIMITED Gut No. 74, Farola, Paithan Road, Aurangabad-431105 (Maharashtra)Tel: 02431-251663/4, Fax 02431-251661Website: www.jhaveriflexo.com

74.99

2243002 8.912901028 11.531080261 4.30

NON-MANDATORY REQUIRMENT: The details of compliance of the non-mandatory requirements are listed below:

Remuneration Committee: The Company has a Remuneration Committee, the details of which are mentioned elsewhere in this Corporate Government Report.

Audit Qualification: For the financial year 2010-11, there are no audit qualifications in the company's financial statements. The Company continues to adopt appropriate best practices in order to ensure unqualified financial statements.

Shareholder's right to receive financial results: the financial results of the company for every quarter and year are extensively published in the newspapers and are also put on the company's website besides being available on the BSE website www.bseindia.com.

Declaration Regarding Compliance with the code of conduct

In accordance with clause 49 I (D) of the Listing agreement with the stock exchange, I hereby confirm that, all the Directors and the senior management personnel of the company have confirmed compliance with the code of conduct for the financial year ended March 31, 2011.

Place: Mumbai For Jhaveri Flexo India Ltd.Date: 10.05.2011 Sandeep Jhaveri

Managing Director

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCETo,The Members ofJhaveri Flexo India Limited

We have examined the compliance of conditions of corporate governance by Jhaveri Flexo India Limited for the year ended 31st March 2011 as stipulated in clause 49 of the Listing Agreement of the said company with the Stock Exchange.

The Compliance of conditions of corporate governance is a responsibility of the company's management. Our examination was limited to procedures and implementation thereof, adopted by the company to ensure compliance with the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the company has complied with the conditions of corporate governance as stipulated in the above mentioned Listing Agreement.

We state that no investor grievances were pending for a period exceeding one month against the company, as per the records maintained by the Investor Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the company.

For and on behalf of M/s. Bhatter & Co.

Chartered Accountant

Place: Mumbai Daulal H. Bhatter Date: 10.05.2011 Proprietor

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25th Annual Report

Jhaveri Flexo India Limited

14

AUDITOR'S REPORT TO THE MEMBERS

We have audited the attached Balance Sheet of M/S JHAVERI FLEXO INDIA LIMITED as at 31st March 2011 and the Profit and Loss Account of the Company for the period ended on that date. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our report.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimate made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order, 2003, issued by the company law board in terms of section 227(4A) of the Companies Act, 1956 and on the basis of such books and records as were considered appropriate and according to the formation and explanation given to us during the course of audit, we give our comments in the Annexure attached herewith.

Further to our comments in the Annexure referred to in paragraph 1 above.

(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

(b) In our opinion, proper books of accounts as required by law have been kept by the Company so far as appears from our examination of the books.

(c) The Balance Sheet and Profit and Loss Account dealt with by this report comply with the accounting standards referred to in sub-section 3(c) of section 211 of the companies Act 1956 and are in agreement with the books of accounts of the Company.

(d) On the basis of written representation from the directors, taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2011 from being appointed as a director under Section274 (1)(g) of the companies Act, 1956.

(e) In our opinion and to the best of our knowledge and according to the explanations given to us, the said accounts together with the notes give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view:

i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2011;

ii) In the case of the Profit and Loss Account, of the Profit for the ended on that date; and

iii) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date

For Bhatter & Company. Chartered Accountants

Place: Mumbai Daulal H BhatterthDated: 10 May 2011 Proprietor

M. No. 16937FRN: 131092W

ANNEXURE TO THE AUDITORS' REPORT

Referred to at Paragraph 1 in our audit report on the accounts of M/S JHAVERI FLEXO INDIA LIMITED for the year ended 31st March 2011.

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situations of fixed assets.

(b) As per the information and explanations given to us, physical verification of fixed assets has been carried out in terms of the phased programme of verification of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable, having regard to the size of the Company and nature of its business.

(c) In our opinion and according to the information and explanations given to us, there is no substantial disposal of fixed assets during the year.

(ii) (a) As per the information furnished, the inventories have been physically verified during the year by the management. In our opinion, having regard to the nature and location of stocks, the frequency of the physical verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company is maintaining proper records of inventory. In our opinion, discrepancies noticed on physical verification of stocks were not material in relation to the operations of the Company and the same have been properly dealt with in the books of account.

(iii) (a) As per the information furnished, the Company has granted and/or taken unsecured loans to/from the parties covered in the register maintained under Section 301 of the Companies Act, 1956.

(b) In respect of loans and advances in the nature of loans given by the Company to other parties, where stipulations have been made, the parties are generally repaying the principal amounts as stipulated and have also been regular in payment of interest wherever applicable. In respect of loans taken from other parties, the Company is generally regular in repaying the principal and in payment of interest as stipulated. The Company has taken unsecured loan from the director, the terms and conditions of which are not prime facie prejudicial to the interests of the company. Interest free loans have been given to the employees only who are repaying the same as stipulated.

(c) There is no overdue amount of loans taken or granted by the Company.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

(v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, we are of the opinion that the transactions that need to be entered into the register maintained under Section 301 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 and exceeding the value of five lakh rupees in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public.

(vii) In our opinion, the Company has an internal audit system commensurate with the size of the Company and the nature of its business.

15

25th Annual Report

Jhaveri Flexo India Limited

16

(viii) Maintenance of cost records has not been prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956.

(ix) (a) According to the information and explanation given to us and the records examined by us, the Company is

regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education and protection fund, income-tax, sales-tax, wealth-tax, custom duty, excise-duty, cess and other statutory dues wherever applicable. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at 31st March, 2011 for a period of more than six months from the date they became payable.

(b) According to the records of the Company, the dues of sales tax, income-tax, customs, wealth-tax, excise duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are as under:

Nature of Nature of the Amount Forum where the statute dues pending Demanded dispute is

1. Income Tax Act Income Tax for A.Y 2000-01 Rs.15.70 Lacs, IT Tribunals, Appeal filed by the(Non computation of Book Profit) (Paid by the Co.) revenue dept.

Income Tax for A.Y 2001-02 Rs. 43.61 Lacs, IT Tribunals, Appeal filed(Penalty demand for concealment by the company.of income)

Income Tax for A.Y 2003-04 Rs. 11.66 Lacs, Order received from IT(Disallowed some expenses) (Paid by the Co.) Tribunals, which partially

allowed but the Assessment Order from IT Department is still pending.

Income Tax for A.Y 2005-06 Rs. 11.77 Lacs, Order received from IT(Disallowed some expenses) (Paid by the Co.) Tribunals, which partially

allowed but the Assessment Order from IT Department is still pending.

2. Central Excise Excise rate difference and cenvat Rs. 8.15 Lacs, Commissioner Excisecredit taken on rejected RM. (Paid by the Co.)

Demand raised on claim of Rs. 55.15 Lacs, Commissioner Excisedepreciation on cenvated goods. (Remand back

by the Dept.)

Demand raised on non payment of Rs. 36.04 Lacs, Excise Tribunalexcise on sale of unused cylinder. (Remand back

by the Dept.)

Demand raised on non payment of Rs. 6.06 Lacs, Excise Tribunal excise on debit note on unused (Paid by the Co.)cylinder.

Demand raised on warehousing Rs. 0.85 Lacs, Commissioner Excisecharge (Paid by the Co.)

Demand raised on short payment of Rs. 12.34 Lacs, High court against the orderExcise duty (Paid by the Co.) of tribunal.

3. Sales Tax Act Demand raised for AY 2003-04 due Rs. 40.12 lacs, Company has submitted Cto not received of C forms. Ordered for form, collected from

Remand back to customers.the Dept. for scrutiny of C forms

Demand raised for AY 2004-05 on Rs. 1.80 Lacs, Appeal disposed of in favour non submission of export of the company on submissiondocuments/forms of form H.

(x) The Company has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

(xi) Based on our audit procedures and the information and explanations given by the management, we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) Based on our examination of the records and that information and explanations given to us, the Company has not granted any loans and/or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) Clause (xiii) of the Order is not applicable to the Company as the Company is not a Chit Fund Company or nidhi / mutual benefit fund/society.

(xiv) The Company does not deal or trade shares, securities, debentures and other investments.

(xv) According to the information and explanations given to us, the terms and conditions of guarantees given by the Company for loans taken by others from bank or financial institutions are, in our opinion, prima facie, not prejudicial to the interest of the Company.

(xvi) According to the information and explanations given to us, the term loans raised during the year have been applied for the purpose for which they were raised.

(xvii) According to the information and explanations given to us and on overall examination of the Balance sheet of the company, we report that no funds raised on short- term basis have been used for long term assets. No long-term funds have been used to finance short-term assets and hence the question of commenting of their utilization does not arise.

(xviii) The company has not made any preferential allotment during the year.

(xix) The Company has not issued any debentures during the year.

(xx) The Company has not raised any money by public issues during the year covered by our report.

(xxi) As per the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For Bhatter & Company. Chartered Accountants

Place: Mumbai Daulal H BhatterthDated: 10 May 2011 Proprietor

M. No. 16937FRN: 131092W

17

25th Annual Report

Jhaveri Flexo India Limited

18

BALANCE SHEET AS AT 31st MARCH, 2011 31st March 31st March

SCH 2011 2010I. SOURCES OF FUNDS :

1. SHARE HOLDERS FUNDS

A) SHARE CAPITAL A 125,803,195 125,803,195

B) RESERVE & SURPLUS B 441,057,116 447,303,292

566,860,311 573,106,487

2. LOAN FUNDS

A) SECURED LOANS C 552,788,752 338,818,687

B) UNSECURED LOANS D 354,873,207 407,418,016

907,661,959 746,236,703

3. DEFFERED TAX LIABILITY 16,174,877 9,412,337

TOTAL SOURCES 1,490,697,147 1,328,755,526

II. APPLICATION OF FUNDS:

1. FIXED ASSETS

A) GROSS BLOCK E 133,197,985 1,173,069,121

B) LESS : DEPRECIATION 474,387,015 377,969,908

C) NET BLOCK 856,810,970 795,099,214

D) CAPITAL WORK IN PROGRESS 73,337,470 125,013,310

930,148,440 920,112,524

2. INVESTMENT F 50,000 50,000

50,000 50,000

3. CURRENT ASSETS LOANS & ADVANCES

a) INVENTORIES G 463,886,103 347,637,722

b) SUNDRY DEBTORS H 327,441,988 255,385,809

c) CASH & BANK BALANCE I 52,160,555 26,707,501

d) LOANS & ADVANCES J 101,622,628 86,077,856

TOTAL CURRENT ASSETS 945,111,274 715,808,888

LESS : CURRENT LIABILITIES & PROV.

A) CURRENT LIABILITIES K 386,357,120 303,553,800

B) PROVISIONS K 3,750,319 10,988,581

NET CURRENT ASSETS 555,003,834 401,266,506

4. MISCELLENEOUS EXPENDITURE L 5,494,872 7,326,496

(TO THE EXTENT NOT WRITTEN OFF)

TOTAL APPLICATION 1,490,697,147 1,328,755,526

NOTES TO ACCOUNTS U

As per our report attached

For Bhatter & Co,Chartered Accountants

D.H.BHATTER SANDEEP JHAVERI K. K. SADANI ASHISH GUPTA PROPRIETOR MANAGING DIRECTOR JT. MANAGING DIRECTOR COMPANY SECRETARY

PLACE : MUMBAIDATE : 10.05.2011Membership No.:- 016937Firm Registration No. :131092W

PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED 31ST MARCH, 201131st March 31st March

SCH 2011 2010INCOME :

1. SALES M 2,678,481,924 2,025,998,835

LESS:EXCISE DUTY 259,567,324 158,255,884

2,418,914,600 1,867,742,951

2. OTHER INCOME N 12,118,517 14,477,223

3. INCREASE/(DECREASE) IN STOCK O (13,994,749) 33,673,851

4. PROFIT ON SALE OF FIXED ASSETS 214,485 1,436,067

TOTAL INCOME (A) 2,417,252,853 1,917,330,093

EXPENDITURE :

1. RAW MATERIAL CONSUMED P 1,768,923,430 1,371,787,610

2. MANUFACTURING & OTHER EXPENSES Q 318,050,985 253,079,588

3. PAYMENT TO EMPLOYEES R 115,141,197 90,918,502

4. SELLING & DISTRIBUTION EXPENSES S 53,247,975 51,506,712

5. FINANCIAL EXPENSES T 62,657,788 42,512,866

6. DEPRECIATION 96,617,257 84,337,454

7. SHARE ISSUE EXPENSES WRITTEN OFF 1,831,624 1,831,624

TOTAL EXPENDITURE (B) 2,416,470,256 1,895,974,355

PROFIT BEFORE TAX (A-B) 782,597 21,355,737

PROVISION FOR TAX

PROVISION FOR CURRENT TAX 120,911 3,629,408

DEFFERED TAX LIABILITY 6,762,540 7,214,237

PROFIT AFTER TAX BUT BEFORE PRIOR PERIOD & EXTRAORDINARY ITEM (6,100,854) 10,512,092

PRIOR PERIOD EXPENSES 145,322 20,000

PROFIT AFTER TAX (6,246,176) 10,492,092

ADD : BALANCE AS PER LAST YEAR BALANCE SHEET 117,178,292 114,045,372

LESS: TRANSFER TO GENERAL RESERVE - -

LESS: PROPOSED DIVIDEND - 6,290,160

LESS: DIVIDEND DISTRIBUTION TAX - 1,069,013

BALANCE CARRIED TO BALANCE SHEET 110,932,116 117,178,292

NOTES TO ACCOUNTS UAs per our report attached

For Bhatter & Co,Chartered Accountants

D.H.BHATTER SANDEEP JHAVERI K. K. SADANI ASHISH GUPTA PROPRIETOR MANAGING DIRECTOR JT. MANAGING DIRECTOR COMPANY SECRETARY

PLACE : MUMBAIDATE : 10.05.2011Membership No.:- 016937Firm Registration No. :131092W

19

25th Annual Report

Jhaveri Flexo India Limited

20

SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT & LOSS ACCOUNT AND BALANCE SHEET FOR THE YEAR ENDED

31st March 31st March2011 2010

SCHEDULE A SHARE CAPITALAUTHORISED

50000000 (Previous Year 50000000) 250,000,000 250,000,000 Equity Shares of Rs. 5/- each (Previous Year Rs.5/- each )

ISSUED SUBSCRIBED & PAID UP25160639 EQUITY SHARES OF Rs.5 each 125,803,195 125,803,195

125,803,195 125,803,195 SCHEDULE B RESERVE & SURPLUSGENERAL RESERVE 108,000,000 108,000,000 Add: Transfer from Profit & Loss A/c. - -

108,000,000 108,000,000

SHARE PREMIUM RESERVE 222,125,000 222,125,000

PROFIT & LOSS ACCOUNTBrought Forward 117,178,292 114,045,372 Add: Current Year Profit (6,246,176) 10,492,092 Less: Dividend Distribution - 7,359,173

110,932,116 117,178,292

441,057,116 447,303,292 SCHEDULE C SECURED LOAN

TERM LOANSFrom The Saraswat Cooperative Bank Ltd. 197,553,079 87,247,392 (Secured by the first mortgage of fixed assets of all three units present & future floating charges on all other assets)

VEHICLE LOANFrom ICICI Banking Corporation Ltd. 174,686 416,245 From HDFC Bank - 56,725 From Tata Finance 15,986 149,817 From SCBL Bank 11,360,804 13,004,587 (Secured by the mortgage of vehicle)

WORKING CAPITAL LOANFrom The Saraswat Cooperative Bank Ltd. C.C. 343,684,197 236,850,650

From The Saraswat Cooperative Bank Ltd. B.P. - 1,093,270 (Secured by hypothecation of raw materials, stock in process,finished goods & goods in transit)

552,788,752 338,818,687 SCHEDULE DUNSECURED LOANS From Directors 209,469,299 119,769,424 From Inter Company Depsoits - - From Others - 95,505,857 From ECB 61,244,794 117,533,719 Sales Tax Defferment Liability 84,159,115 74,609,017

354,873,207 407,418,016

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21

25th Annual Report

SCHEDULE F2011 2010

INVESTMENTS (AT COST)Shares 50,000 50,000 (5000 Shares of The Saraswat Cooperative Bank Ltd. of Face Value Rs. 10)

50,000 50,000SCHEDULE G

INVENTORIES (As per physical inventories taken valued and certified by the management)

Raw Material (At cost)

Packing Material (At cost)

Finished Goods (At lower of cost or net realisable value)

Semi finished Goods (At lower of cost or net realisable value)

Work in process (At cost)

Scrap (At net realisable value)

Stock of Trading Goods (At cost)

SCHEDULE H

SUNDRY DEBTORS (Unsecured considered good)

Debtors over 180 days

Other debts

SCHEDULE I

CASH & BANK BALANCES

Cash In Hand

With Scheduled Bank

In Current Account

In Fixed Deposit Account

SCHEDULE J

LOANS & ADVANCES (Unsecured considered good)

Advance (Recoverable in cash or in kind or for value to be received)

Staff & Workers Advance

Prepaid Expenses

Deposit with Govt. Departments

31st March 31st March

350,730,363 222,859,257

50,138,633 48,842,412

37,424,356 43,877,748

21,634,064 25,446,783

2,372,906 3,293,673

395,242 3,170,040

114,736 147,809

Stock in Transit 1,075,803

463,886,103 347,637,722

7,395,752 15,116,480

320,046,237 240,269,329

327,441,988 255,385,809

1,025,291 636,726

20,064,347 7,853,493

31,070,916 18,217,281

52,160,555 26,707,501

16,396,920 9,879,440

6,583,460 5,559,745

69,136 276,232

78,573,112 70,362,439

101,622,628 86,077,856

Jhaveri Flexo India Limited

22

SCHEDULE K2011 2010

A. CURRENT LIABILITIES

SCHEDULE L

MISCELLANEOUS EXPENDITURE (To the extent not written off or adjusted)

Shares Issue Expenses

Less : Written Off

SCHEDULE M

SALES

Sales Of Trading Goods

Sale of Scrap

Less: Inter Unit Transactions

Less : Sales Return

SCHEDULE N

OTHER INCOME

InterestDividend

Exchange Loss / (Gain)

Misc. Income

SCHEDULE O

INCREASE/(DECREASE) IN STOCK

Finished Goods : Closing

Less : Opening

Semi Finished Goods : Closing

Less : Opening

Work -in progress : Closing

Less : Opening

Stock of Scrap : Closing

Less : Opening

Stock of Trading Goods : Closing

Less : Opening

31st March 31st March

Sundry Creditors

For Raw Material Stores & Services 284,779,965 289,482,210 For Capital Items 74,513,250 - Other Current Liabilities 27,063,905 14,071,590

386,357,120 303,553,800

B. PROVISIONS For Current Tax 3,750,319 3,629,408 For Dividend & Tax thereon - 7,359,173

390,107,440 314,542,381

7,326,496 9,158,120

1,831,624 1,831,624

5,494,872 7,326,496

Sale 2,605,361,150 1,914,556,999

2,077,964 216,454

22,293,706 24,903,340

2,629,732,821 1,939,676,793

186,777,079 43,843,410

24,041,142 28,090,432

2,418,914,600 1,867,742,951

2,182,460 1,876,476 5,000 10,000

8,800,929 11,069,745

1,130,128 1,521,002

12,118,517 14,477,223

37,424,356 43,877,748

43,877,748 25,462,288

(6,453,392) 18,415,460

21,634,064 25,446,783

25,446,783 15,999,428

(3,812,719) 9,447,355

2,372,906 3,293,673

3,293,673 615,219

(920,767) 2,678,454

395,242 3,170,040

3,170,040 52,173

(2,774,798) 3,117,867

114,736 147,809

147,809 133,094

(33,073) 14,715 (13,994,749) 33,673,851

23

25th Annual Report

SCHEDULE P 2011 2010

RAW MATERIAL CONSUMED

Opening Stock

Add : Purchases

Add : Freight on Raw Material

Less: Inter Unit Transactions

Less : Closing Stock

SCHEDULE Q

MANUFACTURING & OTHER EXPENSES

Stores & Spare parts consumed

Power & Fuel

Rent

Rates & Taxes

Insurance

Motor Car Expenses

Travelling & Conveyance Expense

Printing & Stationery

Miscellaneous Expenses

Postage, Telephone & Telex expenses

Legal & Professional Expenses

Bad Debts

Repairs to Plant & Machinery

Repairs to Building

Repairs to Others

Reengraving

Job Work Charges

Directors Remuneration

PAYMENT TO AUDITORS

As Auditors Fees

As Tax Audit Fees 40,000 40,000

Out of Pocket Expenses

SCHEDULE R

PAYMENT TO & PROVISION FOR EMPLOYEES

Salaries, Wages & Other Benefits

Workmen & Staff Welfare Expenses

Contribution to Provident & Other Funds

31st March 31st March

222,859,257 165,639,614

2,071,180,000 1,454,484,732

2,294,039,257 1,620,124,346

12,391,614 18,365,931

2,306,430,871 1,638,490,277

186,777,079 43,843,410

350,730,363 222,859,257

1,768,923,430 1,371,787,610

59,549,102 45,996,685

76,174,497 76,039,142

3,573,327 1,997,623

26,260,622 6,104,110

5,570,104 4,236,969

4,644,400 5,509,897

8,624,600 6,969,405

2,852,911 2,354,352

3,971,529 8,927,305

3,731,994 3,056,383

5,305,443 3,553,280

1,297,259 770,067

30,102,600 23,245,066

543,561 832,498

1,904,602 1,440,333

36,453,518 26,701,470

42,620,492 31,952,806

4,665,600 3,158,600

160,000 160,000

4,824 33,595

318,050,985 253,079,588

103,046,909 85,846,402

3,068,610 2,629,658

9,025,678 2,442,442

115,141,197 90,918,502

Jhaveri Flexo India Limited

24

31st March 31st March2011 2010

SCHEDULE S

SELLING & DISTRIBUTION EXPENSES

Forwarding Expenses

Publicity & Sales Promotion

Commission on Sales

Discount & Sales Claim

SCHEDULE T

NOTES TO ACCOUNTS UAs per our report attached

For Bhatter & Co,Chartered Accountants

D.H.BHATTER SANDEEP JHAVERI K. K. SADANI ASHISH GUPTA PROPRIETOR MANAGING DIRECTOR JT. MANAGING DIRECTOR COMPANY SECRETARY

PLACE : MUMBAIDATE :

40,973,792 34,662,502

1,141,626 956,445

127,791 619,954

11,004,766 15,267,811

53,247,975 51,506,712

FINANCIAL EXPENSES On Term Loan 19,224,421 11,919,167 On Working Capital 27,676,639 22,952,052 On Raw Material 2,091,731 705,512 On Unsecured Loan To Directors 3,759,400 2,643,075 To Others - - Cash Discount 3,036 3,275 Bank Charges 9,902,562 4,289,785

62,657,788 42,512,866

10.05.2011Membership No.:- 016937Firm Registration No. :131092W

25

25th Annual Report

SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT & LOSS ACCOUNT

AND BALANCE SHEET FOR THE YEAR ENDED 31-03-2011

SCHEDULE - U

NOTES ON ACCOUNTS

1. SIGNIFICANT ACCOUNTING POLICY :

The Financial Statements have been prepared under the historical convention cost as a going concern.

The significant policies are as follows :

A. FIXED ASSETS :

Fixed assets are recorded at the cost of acquisition or construction less depreciation. The company capitalises all costs relating to fixed assets acquition and installations and includes financing cost relating to borrowed funds attributable to construction of fixed asset up to the date the asset is put to use.

B. INVESTMENTS :

Investments are recorded at cost.

C. INVENTORIES :

Raw Materials, Stores & Spare parts, Work -in -Process and Stock of Trading Goods are valued at cost. Finished goods and Semi finished goods are valued at lower of cost or net realisable value. Stock of scrap is valued at net realisable value.

D. DEPRECIATION :

Depreciation has been provided on the basis of straight line method at the rates specified in the Scheduele XIV of the Companies Act, 1956.

E. SALES :

Sales are excluding of excise duty.

F. RETIREMENT BENEFITS :

Gratuity is funded on accrual basis & other retirement benefits are recorded as and when paid.

G. MODVAT :

Expenses & Acquisitions has been accounted net of modvat.

2. CONTINGENT LIABILITY :

A. Guarantees given by bank on behalf of the Company is for Rs. 70,96,799.

B. In respect to Assessment Year 2001-02, there is a IT demand u/s 271 (1) for Rs. 43.61 lac on the erstwhile Jhaveri Flexi Laminate Pvt. Ltd. The company has appealed with the Income tax Appeallate Tribunal.

C. In respect to Assessment Year 2003-04, there is a IT demand against assessment u/s 154 of Rs. 11.66 lac on the erstwhile Jhaveri Flexi Laminate Pvt. Ltd. The company has appealed with the Income Tax Appeallate Tribunal.

D. In respect to Assessment Year 2005-06, there is a IT demand against assessment u/s 143 (3) of Rs. 28.83 lac on the erstwhile Jhaveri Flexi Laminate Pvt. Ltd. The company has appealed with the Income Tax Appeallate Tribunal.

3. The Company has funded total gratuity liability with Life Insurance Corporation of India.

4. Excise duty is on clearance under Central Excise Rules, Hence, no provision has been made in accounts for Rs.

DETAILS OF CAPACITY :

Installed Capacity

Current Previous

Year Year

Farola Unit

Dapada Unit

Luhari Unit

38,54,709 (Previous year Rs. 45,17,234) on stock of finished goods awaiting clearance. This has no impact on the profit of the year.

5. Additional information pursuant to the provision of paragraph 3 & 4 Part-II, Schedule VI to the Companies Act,1956.

12420 Mt 9720 Mt

12000 Mt 12000 Mt

7500 Mt 7500 Mt

Jhaveri Flexo India Limited

26

6. (I) INVENTORIES AND SALES OF TRADING GOODS :

Product Unit Opening Stock Purchases Sales Closing StockQty. Qty. Qty. Qty.

Wrapping Nos. 55 - 5 50Machine ( - ) ( - ) (3) ( - )

BOPP Nos. 1440 41806 41662 1584Tape ( - ) ( - ) (-) ( - )

SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT & LOSS ACCOUNT AND BALANCE SHEET FOR THE YEAR ENDED 31-03-2006SCHEDULE - U

NOTES ON ACCOUNTS 6. (II) INVENTORIES AND SALES OF MANUFACTURED ITEMS :

Product Unit Opening Stock Production Sales Sales Value Closing StockQty. Qty. Qty. (Rs.) Qty.

PVC Film Rolls. 10755 1346853 1344903 93047984 12705(19830) (1204931) (1214006) (88073304) (10755)

Masking Film Kg. 15001 832635 822190 116396856 25446(30468) (862478) (877945) (110638728) (15001)

Stretch Film Kg. 21179 1257548 1265531 131618439 13196(38466) (969494) (986781) (97648856) (21179)

Lamination Film Kg. 27954 2149689 2156448 187915153 21195(46180) (741642) (759868) (66600728) (27954)

CPP Film Kg. 114931 2546167 2547154 374929219 113944(56771) (1948728) (1890568) (283579146) (114931)

Laminates Kg. 141708 8713501 8767024 1701453499 88185(160362) (7862704) (7881358) (1268016267) (141708)

7. (I) RAW MATERIAL CONSUMED : 7. (II) RAW MATERIAL CONSUMED :

Item Qty Value Particulars % of Total Value(Kgs.) (Rs.) Consumption (Rs.)

8. Value of Imports on C.I.F basis :Raw Material Rs.Spares Parts Rs.Plant & Machinary Rs.

9. Earning in Foreign Currency :

10. Expenditure in Foreign Currency :

PVC RESIN 441625 22923132(496525) (24969495)

D.O.P 138602 12347537(160663) (11551906)

EPOXY 34503 2609820(35632) (2497466)

GRANULES 8525099 667102665(8373703) (673553468)

POLYSTER 3389041 579324204(2897494) (308446911)

BOPP 500099 74272040(463486) (59943915)

ADHESIVE 2827029 242082194(1558186) (126426373)

INKS 1013056 72298598(652074) (110151768)

LD 1555965 179981403(389811) (37650921)

OTHERS 673735 102758915(390345) (60438799)

TOTAL 19098754 1955700508(15417918) (1415631021)

(Previous Year Rs. 5081.34 lacs) 6754.74 Lacs41.65 Lacs6.76 Lacs

Exports of goods calculated on FOB basis : Rs. 556.40 lac (Previous Year Rs. 358.06 lac)

Directors Foreign Travelling Expenses Rs..3.60 lacs (Previous Year Rs. 10 lacs)

Indigenous 65.46 1280226872(81.87) (1601205585)

Imported 34.54 675473636(18.13) (354494923)

27

25th Annual Report

11.

Particulars Current Year Previous Year

12.I) Related Party and their relationship

Names of the related party Nature of Relationship

II)

13)

14.

Net profit after tax ( Weighted Average no. of shares

Basic and diluted Earnings per share (Rs.) Face Value per shares (Rs.) 5 515.

For Bhatter & Co,Chartered Accountants

D.H.BHATTER SANDEEP JHAVERI K. K. SADANI ASHISH GUPTA PROPRIETOR MANAGING DIRECTOR JT. MANAGING DIRECTOR COMPANY SECRETARY

PLACE : MUMBAIDATE :

The company has paid/provided remuneration of Shri Sandeep Jhaveri, Managing Director, K.K.Sadani, Jt. Managing Director, Abhishek Jhaveri, Whole Time Director & Mrunal Jhaveri, Whole Time Director for the current year:

Sandeep Jhaveri Salary Rs. 26,85,600 Rs.26,85,600

Related party Disclosures as per Accounting Standard 18- " Related Party Disclosures"

Rajul Jhaveri Chairperson

Material transaction with related party

Disclosure as per The Micro,Small, and Medium Enterprises Development Act, 2006 :-(a) The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting

year :- Nil.

Earning per share as per Accounting Standard (AS 20)-"Earning per share"2010-2011 2009-201062,46,176) 1,04,92,092

2,51,60,639 2,51,60,639 (0.25) 0.42

Previous year's figures have been regrouped/rearranged wherever necessary.

10.05.2011Membership No.:- 016937Firm Registration No. :131092W

Perquisites Rs. 3,05,460 Rs. 3,05,460 Provident Fund Rs. 9,360 Rs. 9,360

K.K.Sadani Salary Rs. 13,45,200 Rs. 13,45,200 Perquisites Rs. 1,55,460 Rs. 1,55,460 Provident Fund Rs. 9,360 Rs. 9,360 Abhishek Jhaveri Salary Rs. 5,40,000 Perquisites Rs. 55,460 Provident Fund Rs. 9,360

Mrunal Jhaveri Salary Rs. 5,40,000 Perquisites Rs. 55,460 Provident Fund Rs. 9,360

Sandeep Jhaveri Managing Director Wellworth Industries Ltd. Assocaite Company R.S.Jhaveri Steel & Co.Pvt. Ltd. Associate Company Sangam Press Pvt. Ltd. Associate Company Mars Fincom Pvt. Ltd. Assoicte Company R.S. Jhaveri & Co. Associate Firm

Printing & Stationary Expenses of Rs. 7,71,418 from Sangam Press Pvt. Ltd. Paper Cores & Edge Protector of Rs. 1,96,94,619 from Wellworth Industries Ltd. Rubber Roles & Rubberinsing of Rs. 14,74,147 from Lathia RubberMfg. Co. Pvt. Ltd. Interest on Unsecured Loan Rs. 37,59,400 to Mars Fincom Pvt. Ltd.

(b) The amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium Enterprises Devlopment Act, 2006 along with the amount of the payment made to the supplier beyond the appointed day during each accounting year :- Nil.

(c) The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specifed under the Micro, Small and Medium Enterprises Devlopment Act, 2006 :- Nil.

(d) The amount of interest accured and remaining unpaid at the end of the each accounting year :- Nil. (e) The amount of further interest remaining due and payable even in the suceeding years, until such date when the

interest dues as above are actully paid to the small enterprises, for the purpose of disallowance as a deductible expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.:- Nil.

Jhaveri Flexo India Limited

28

Information pursuant to Part IV of schedule VI of the Companies Act,1956

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

I REGISTRATION DETAILS

Registration No. 35938 State Code 11

Balance Sheet Date 31.03.2011

II CAPITAL RAISED DURING THE YEAR (AMOUNT IN Rs.THOUSANDS)

Public Issue Rights Issue

Nil Nil

Bonus Issue Private Placement

Nil Nil

III POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS

(AMOUNT IN Rs. THOUSAND)

Total Liabilities Total Assets

Sources of Funds

Paid-up Capital Reserves & surplus

Secured Loan Unsecured Loan

Application of Funds

Net Fixed Assets Investments

50

Net Current Assets Misc. Expenditure

Accumulated Losses

0

iV PERFORMANCE OF COMPANY (AMOUNT IN Rs. THOUSAND)

Turnover Total Expenditure

Profit/(Loss) before tax Profit/(Loss) after tax

Earnings per share in Rs. Dividend %

0

V GENERIC NAME OF THREE PRINCIPLE PRODUCTS/SERVICES OF COMPANY

(AS PER MONETARY TERM)

Item Code No.(ITC Code) Product Description

Item Code No.(ITC Code) Product Description

1490697 1490697

125803 441057

552789 354873

930148

555004 5495

2418915 2416470

783 (6246)

(0.25)

39203020 Lamination Films

39202090 Flexible Laminates

Deffered tax Liability

16175

++ -

++ -

29

25th Annual Report

CASH FLOW FROM OPERATING ACTIVITIES Rs. Rs.

Net Profit Before Tax and Extraordinary Items 782,597 21,355,737 Depreciation 96,617,257 84,337,454 Profit/(Loss) on sale of Fixed Assets (214,485) (1,436,067)Deferred Revenue Expenses - -Prior Period Items - -

Interest Received (2,182,460) (1,876,476)Share Issue Expenses Written Off - - Preliminary Expenses Written Off 1,831,624 1,831,624 Interest Expense 62,657,788 158,709,724 42,512,866 125,369,401

Operating Profit before Working Capital changes 159,492,321 146,725,138Adjustments For :Trade and Other Receivables (87,600,951) 42,137,305Inventories (116,248,381) (91,879,261)Trade Payables 82,926,231 (120,923,101) 53,828,498 4,086,543

Cash Generated From Operating Activities 38,569,220 150,811,681Interest Paid 62,657,788 42,512,866 Direct Taxes Paid 62,657,788 3,649,408 46,162,274

Cash Flow Before Extraordinary Items (24,088,569) 104,649,407 Extraordinary Items 145,322 -

Net Cash From Operating Activities (24,233,890) 104,649,407CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (106,453,024) (52,554,084)Sale of Fixed Assets - 10,000Purchase of Investments - -Sale of Investment - -Interest Received 2,182,460 1,876,476 Dividend Received - -

Net Cash Used In Investing Activities (104,270,564) (50,667,608) (128,504,454) 53,981,799

CASH FLOW FROM FINANCIAL ACTIVITIESProceeds From Issue of Share Capital Proceeds From Long Term Borrowing 161,316,681 (60,067,673)Repayment Of Finance Lease Liabilities - -Dividend Paid (7,359,173) (7,359,173)

Net Cash Used In Financing Activities 153,957,508 (67,426,846)Net Increase in Cash and Cash Equivalent 25,453,054 (13,445,047)Cash and Cash Equivalents as at begaining of the year 26,707,501 40,152,548 Cash and Cash Equivalents as at end of the year 52,160,555 26,707,501

As per our report attached

For Bhatter & Co,Chartered Accountants

D.H.BHATTER SANDEEP JHAVERI K. K. SADANI ASHISH GUPTA PROPRIETOR MANAGING DIRECTOR JT. MANAGING DIRECTOR COMPANY SECRETARY

PLACE : MUMBAIDATE :

31st March, 2011 31st March, 2010

10.05.2011Membership No.:- 016937Firm Registration No. :131092W

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2011

Jhaveri Flexo India Limited

30

Dear Shareholder,

Sub: Payment of Dividend through Electronic Clearing Services (ECS)

Securities and Exchange Board of India has advised that all companies should mandatorily use Electronic Clearing

Services (ECS) facility for distributing dividends or other cash benefits to the investors wherever available. In the

absence of availability of ECS facility, the companies may use warrants for distributing the Dividend and the bank

accounts details should be printed in the payment instrument.

ECS facility provides instant credit of dividend amount to your bank account electronically at no cost. ECS also

eliminate the delay in postal transit and fraudulent encashment of warrant.

Under this facility the amount of dividend payable to you would be directly credited to your bank account. Your

bank branch will credit your account and indicate the credit entry as 'ECS transaction' in your

passbook/statement of account.

Currently ECS facility is available at locations specified by RBI. In case this facility is not made available to you

by the company/their bankers at a particular center or if you do not wish to opt for ECS, the dividend amount

due to you would be remitted by means of a dividend warrant which would be posted to your address. In this

regards we request you to provide us your bank details in the overleaf form for ECS Mandate/Bank Mandate,

for printing the same on the dividend warrant.

If you wish to avail of this facility & hold shares in physical form, kindly fill the form printed overleaf and return

the same along with a Xerox copy of the cheque pertaining to the Bank Account where you would like the

amount to be credited.

In case your shares are in Dematerialized form, inform/update your information directly with the Depository

Participant (DP) with whom you are maintaining Demat Account and not to the Company or its registrars.

31

25th Annual Report

Jhaveri Flexo India Limited

32

To,Intime Spectrum Registry Ltd.Unit- Jhaveri Flexo India LimitedC-13, Pannalal Silk Mills Compound,L. B. S. Marg, Bhandup (W),Mumbai- 400078

FORM FOR ECS MANDATE/ BANK MANDATE

(For use by shareholders holding shares in physical mode only)

I/We ……………………………………………… do hereby authorize Jhaveri Flexo India Limited to credit my dividend amount directly to my Bank Account as per details furnished below by Electronic Clearing Service (ECS) - ECS Mandate*

ORPrint the details of my Bank Account as furnished below, on my dividend warrant which will be mailed to me - Bank Mandate*. (* Strike out whichever is not applicable)

1. Folio No. :

2. Name & address of the holder :

3. Particulars of the Bank :

Bank Name :

Address of the Branch :

Bank Account No. :

Account Type (Pl. tick) : Savings Current Cash Credit

Mention the 9-digit code number of the bank and branch appearing on the MICR cheque issued by the bank (for ECS Mandate only) :

Please attach a photocopy of a cheque issued by your bank for verifying the accuracy of the code number.

I hereby declare that the particular given above are correct and complete. If the transaction is delayed or not effected at all for reasons of incomplete or incorrect information for any reasons. I would not hold the company responsible. I also undertake to advise changes, if any, in the particulars of my account to facilitate updation of records for purposes of credit of dividend amount through ECS.

Signature of shareholder(s) (as per specimen lodged with the company)

NOTE: 1. In case your shares are in Dematerialized form, inform/update your information directly with the Depository Participant (DP) with whom you are maintaining Demat Account and not to the Company or its registrars.

2. This ECS Facility is subject to the RBI guidelines issued from time to time.

JHAVERI FLEXO INDIA LIMITEDRegistered Office: Gut No. 74, Farola, Paithan Road, Aurangabad - 431105

FORM OF PROXY

I/We the undersigned, being member of JHAVERI FLEXO INDIA LTD., do hereby appoint ………………………………………of ………………………………………………………… and failing him/her ………………………...of ……………………..…………………………. as my/our proxy, to act for me/us at the annual general meeting of the shareholders of the Company to be held on Friday the 30th day of December 2011 at 10:30 A.M. at Gut No. 74, Farola, Paithan Road, Aurangabad-431 105.

Date this ………….. day of ……….2011

Name : Affix Re.1/- Address: Signature ……….Revenue … Stamp

Folio No./DP ID (For Demat Holding): …………Client ID……………. No. of Shares……….

Notes:

1. Proxy must be deposited at the Registered Office of the Company, not later than Forty-Eight hours before the meeting.

2. The proxy need not be a member of the Company.------------------------------------------------------------------------------------------------------------------------------

JHAVERI FLEXO INDIA LIMITEDRegistered Office: Gut No. 74, Farola, Paithan Road, Aurangabad 431105

ATTENDANCE SLIP

Please complete the attendance slip and hand it over at the entrance of the meeting hall.

I/We hereby record my presence at the annual general meeting of the Shareholders of the Company to be held on Friday the 30th day of December 2011 at 10:30 A.M. at 74, Farola, Paithan Road, Aurangabad-431 105.

Name and Address of the Equity Shareholder (IN BLOCK LETTERS)…………………….................................………………………………………………………………………………………………........................................

Signature: ……………………………

Folio No./ DP ID/ Client ID:…………………………………..

No. of Shares: ………………………………

Name of the Proxy (IN BLOCK LETTERS) ………………………………………………

Signature: ……………………………

Note: 1. Equity Shareholders/Proxy holder are requested to bring the Attendance Slip with them when they

come to the meeting.2. Equity Shareholder/Proxy holder who come to attend the meeting are requested to bring with

them copy of the notice for reference at the meeting.

33

25th Annual Report