Our endeavour is to enhance Stakeholders' Value - Uflex Ltd.

REPORT ON CORPORATE GOVERNANCE
UFLEX LIMITED
Information supplied to the Board
The Board has complete access to all information with the Company, inter-alia, the information as required under the
revised Clause No.49 of the Listing Agreement is regularly provided to the Board as a part of the agenda.
Compliance reports of all applicable laws to the company
The periodical reports submitted by the Internal Auditors and by the concerned executives of the Company with regard
to compliance of all laws applicable to the Company including steps taken by the Company to rectify instances of noncompliances,
if any, are being reviewed by the Board.
b) Board Meetings and attendance record of each Director
Five Board Meetings were held during the fi nancial year 2008-2009 as against the minimum requirement of four meetings.
The dates on which the meetings were held are 30.04.2008, 01.07.2008, 31.07.2008, 27.10.2008 & 29.01.2009, and the gap
between the two meetings were not more than four months.
Attendance of each Director at the Board Meetings, last Annual General Meeting and number of other Directorship and
Chairmanship/Membership of Committee of each Director in various Companies is as follows:
Attendance Particulars No. of other Directorship and
Name of the Director
Board Last AGM
Committee Member/Chairmanship
Other Directorship Committee Committee
Meetings
(in Public Co.) Membership Chairmanship
Mr. Ashok Chaturvedi 5 No 5 1 1
Mr. S.K. Kaushik 4 Yes 1 2 –
Mr. Ravi Kathpalia 5 Yes 7 2 1
Mr. M.G. Gupta 5 Yes 2 4 1
Mr. A. Karati 5 Yes 6 4 --
Mr. Javed Yunus (*) 3 No 6 -- --
Mr. P. Abraham 2 No 10 4 --
Mr. R.P. Agrawal 5 Yes -- 2 1
Mr. P.N. Sharma (**) 2 No -- -- --
(*) Mr. Javed Yunus was nominated by IFCI in place of Mr. S.K. Mandal w.e.f. 30.04.2008.
(**) Mr. P.N. Sharma resigned from the Directorship of the Company w.e.f. 26.07.2008.
3. Audit Committee
Presently, the Audit Committee comprises of four member Directors viz., Mr. Ravi Kathpalia, Mr. R.P. Agrawal,
Mr. M.G. Gupta and Mr. A. Karati (Nominee-ICICI Bank Limited). All the members of the Audit Committee are Non-Executive
Directors out of which three are independent. Mr. Ravi Kathpalia is the Chairman of the Audit Committee. The Chairman of the
Audit Committee attended the Annual General Meeting (AGM) held on 25.08.2008. All the Members of the Audit Committee
have accounting and fi nancial management expertise.
The terms of reference, role and power of the Audit Committee as revised and stipulated by the Board of Directors from time
to time are in conformity and in line with the statutory and regulatory requirements as prescribed under Section 292A of the
Companies Act, 1956 and Clause 49 of the Listing Agreement, which include the following:
Role of Audit Committee
1. Overseeing of the company’s fi nancial reporting process and the disclosures of its fi nancial information to ensure that the
fi nancial statement is correct, suffi cient and credible.
2. Recommending to the Board, the appointment re-appointment and if required the replacement or removal of the
statutory auditor and the fi xation of audit fees.
3. Approval of payment to Statutory Auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual fi nancial statements before submission to the Board for approval, with
particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in
terms of Clause No. (2AA) of Section 217 of the Companies Act, 1956.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by management.
d. Signifi cant adjustments made in the fi nancial statements arising out of audit fi ndings.
TWENTIETH ANNUAL REPORT 2008 - 2009
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