History of Hyderabad Flextech Ltd.

Under the Memorandumn of Agreement dated 15th September, 1992 [MOAs] entered into between M/s VIDYUT CABLES PVT LTD. Hyderabad [VCPLs] & HTC ENGINEERING CORPORATION, U.S.A., a new joiont venture Comp. was to be incorporated, to undertake the manufacture of Flexble Printed Circuit Boards [Flex Circuitss]. Accordingly. HBC Flextech Ltd was incorporated on 4th December 1992 in the state of Andhra Pradesh as a Public Limited Comp. with an authorised capital of Rs.9,00,00,000 divided into 90,00,000 Equity Shares of Rs.10/- each & obtained the Certificate of Commencement of Business on 21st December, 1992. The Memorandum of Agreement referred to above has since been assigned to the Company.

VCPL was incorporated on 28th December, 1973, under the Companies Act, 1956, to interalia, manufacture super-enamelled copper & other wires of all gauges required in the electrical & electronic industries VCPL owned 6294 square yards, or 5262.41 square metres of land at Plot No.40. IDA, Balanagar, Hyderabad & a semi-constructed factory building & other facilities like water, power & telecommunications which are readily available at the said factory site. However, the original promoters of VCPL, Shri N Vishnuwardhan Reddy, Shri V. Vajrender & associates, did not carry on any worthwhile business or activity & the entire share capital of VCPL was sold to & acquired by Mr. J.S. Krishnamurthy & this associates in June 1990 at the face value of shares [i.e. Rs.100/-s] As of 31st December, 1992. VCPL had the following facilities:-

Value [Rs. lacss] Land [5262.41 sq. metress] -- 42.09 * Building [under constructions] -- 5.57 Machinery -- 0.74

* -- The land was valued at Rs.1.246 lacs as on 31st March, 1992, but a revaluation carried out, on 4.12.92, by Government approved valuers, enhanced its value to Rs.42.09 lacs. The revaluation of land was done taking into consideration the prevailing market value of land. As a result of revaluation, the net worth of VCPL was enhanced by Rs.40.84 lacs.

The financial highlights of VCPL for two years prior to amalgamation are available & are as given below:-

1990-91 1991-92 [Rs. '000s]

Income 550.92 0.00 Expenditure 574.75 39.49 Profit/[Losss] [23.82s] [39.49s]

As VCPL & HBC Flextech Limited had common shareholders & were companies under the same management within the meaning of Section 370 [IBs] of Act, it was found financially prudent to merge VCPL with this Comp. to avoid overheads & administrative expenditure & for better availability of infrastructural facilities like water & power. The Andhra Pradesh High Court, by its order dated 30th April, 1993 approved the amalgamation of VCPL with the Comp. with effect from 1st January, 1993 and, by virtue of said amalgamation, the excess of assets over liabilities amounting to Rs.44.06 lacs, including land admeasuring 5.262.41 sq mtrs. at Plot No.40, IDA Balangar, Hyderabad, is vested with this company. The authorised, issued & paid-up capital of VCPL was Rs.9.00,000 divided into 9,000 Equity Shares of Rs.100/- each & the shareholders of both the companies, were allotted 50 equity shares of Rs.10/- each of HBC Flextech Ltd for every one equity share of Rs.100/- each of VCPL.

The Comp. as a successor of VCPL, is implementing the terms of MOA up a 100% EOU at Balanagar, Hyderabad to manufacture 37,000 sq. mtrs. Flexble Printed Circuit Boards in technical, financial & marketing arrangement HTC ENGINEERING CORPORATION, U.S.A. under the Electronics Hard Technology Park Scheme.

The Comp. has been enrolled as a member of Institute for Interconnecting & Packaging Electronic Circuits [IPCs], a U.S. based trade association with international membership representing manufactures & users of printed boards, flat cables, discrete wiring, hybrid circuits & companies who assemble printed boards. The institute is dedicated to furthering excellence in the electronic interconnection industry.

MAIN OBJECTS OF THE COMPANY

The main objects of Comp. are as set out in the Memorandum of Association of Comp. & include, inter alia the following:

1. To carry on the business as manufacturers, assembles, researchers & designers, buters & sellers in India & abroad, to act as exporters, importers & agents for all kinds of electronic, electrical, optical, mechanical, analytical & scientific & industrial equipmenets including air & water pollution equipment & professional electronic compoomnents, namely, Flexble Printed Circuit Boards [Flex Circuitss], calculabors, communication & transport equipment, consumer electronics, entertainment equipment including integrated circuits, professional components & parts required for or capable of being used in research, industry, educational institutions, hospitals & telecommunications.

2. To carry on the business of research, design, manufacture, assemble, repairs & also act as dealers & agents for all kinds of chemical, electronic, electrical & mechanical equipments & active & passive components for professionals & entertainment including integrated circuits & things required for & capable of being used in connection with the manufacture of chemical, electronic, electrical, mechanical equipment, components & parts thereof.

3. To carry on the business of rendering technical, commercial, or any other consultancy services for planning & development, designing & installation of including commissioning on turnkey or piecemeal basis plants/projects for othe manufacture of electronic / electrical/ mechanical equipments & parts & components thereof, including integrated circuits & also rendering after sales services.

4. To carry on the business of rendering technical, commercial or any other consultancy services for planning & development, designing & installation of PCBCs & Flex circuits includindg commissioning on turnkey or piecemeal basis & also rendering after sales service.

5. To carry on the business of, research of, manufactures of & dealers in electronic & electric componenets, including active & passive components for professional & entertainment & any such parts that can possibly be carried on with any of above business.

6. To carry on the business of research of design of manufactures of & dealers in parts, instruments & equipments in electrical, mechanical, electronics, television, telephones & telecommunications.