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

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| 16 | UFLEX LIMITED REPORT ON CORPORATE GOVERNANCE e. Compliance with listing and other legal requirements relating to fi nancial statements. f. Disclosure of any related party transactions. g. Qualifi cations in the draft audit report. 5. Reviewing with the management, the quarterly fi nancial statements before submission to the Board for approval. 6. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems. 7. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffi ng and seniority of the offi cial heading the department, reporting structure coverage and frequency of internal audit. 8. Discussion with internal auditors any signifi cant fi ndings and follow up thereon. 9. Reviewing the fi ndings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. 10. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern. 11. To look into the reasons for substantial defaults in the payments to the depositors, debenture holders, shareholders (in case of non payment of declared dividends) and creditors. 12. To review the functioning of the Whistle Blower Mechanism, in case the same is existing. 13. To review with the Management, the statement of uses/application of funds raised through an issue, the statement of funds utilized for purposes other than those stated in the off er document/prospectus/notice and the report submitted by the monitoring agency (if any) monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take steps in this matter. 14. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. Powers of Audit Committee a) To investigate any activity within its terms of reference. b) To seek any information from any employee. c) To obtain outside legal or other professional advice. d) To secure attendance of outsiders with relevant expertise, if it considers necessary. During the year, the Audit Committee had met fi ve times on 30.04.2008, 01.07.2008, 31.07.2008, 27.10.2008 & 29.01.2009. The attendance of each Committee members is as under: Name of Member No. of Meetings held Meetings Attended Mr. Ravi Kathpalia 5 5 Mr. R.P. Agrawal 5 5 Mr. M.G. Gupta 5 5 Mr. A. Karati (Nominee of ICICI) 5 5 The head of Finance, Internal Auditors and Statutory Auditors are permanent invitees to the Audit Committee Meetings. Further, representatives from various departments of the Company also attended the meetings as and when desired by the members of the Committee to answer and clarify questions raised at the Audit Committee. The Company Secretary acts as the Secretary to the Committee. 4. Remuneration Committee The Remuneration Committee constituted by the Board of Directors presently consists of four members. Mr. M.G. Gupta is the Chairman and Mr. R.P. Agrawal, Mr. Ravi Kathpalia and Mr. A. Karati (Nominee – ICICI Bank Limited) are the other Members. All the members of the Remuneration Committee are Non-Executive Directors out of which three are independent. The Company Secretary acts as the Secretary to the Committee. The Remuneration Committee has been constituted to recommend/review the remuneration package of the Managing/ Whole-time Directors based on performance and defi ned criteria. Further, the remuneration policy of the Company is to bring about objectivity in determining the remuneration package while striking a balance between the interest of the Company and the shareholders. During the year the Remuneration Committee had met on 01.07.2008 & 29.01.2009. All the Members of the Remuneration Committee were present at the meeting. TWENTIETH ANNUAL REPORT 2008 - 2009
REPORT ON CORPORATE GOVERNANCE UFLEX LIMITED Details of Remuneration paid to Managing/Whole-time Directors for the year-ended 31.03.2009 is given below: Name Sitting Fee (Rs.) Salary (Rs.) Perquisites & Allowances etc. (Rs.) Commission (Rs.) (Paid) Total (Rs.) Date of Appointment TWENTIETH ANNUAL REPORT 2008 - 2009 (In Rs.) Service Contract Mr. Ashok Chaturvedi NIL 45000000 5847313 20000000 70847313 01.04.2004 * 5 years Mr. S.K. Kaushik NIL 2204400 226398 -- 2430798 01.08.2008 3 years * The Remuneration Committee and the Board of Directors at their meeting held on 29.01.2009 approved the re-appointment of Mr. Ashok Chaturvedi for a further period of fi ve (5) years w.e.f. 01.04.2009 as Chairman & Managing Director of the Company subject to requisite approvals. For any termination of contract, the Company or the executive Director is required to give notice of 3 months to the other party. Details of Sitting Fees paid to the Directors during the fi nancial year are as follows: Name of Directors Board Meetings Committee Meetings Total Mr. Ravi Kathpalia 1,00,000.00 1,80,000.00 2,80,000.00 Mr. M.G. Gupta 1,00,000.00 1,80,000.00 2,80,000.00 Mr. A. Karati (Nominee – ICICI Bank) 1,00,000.00 1,40,000.00 2,40,000.00 Mr. Javed Yunus (Nominee - IFCI) 60,000.00 -- 60,000.00 Mr. P. Abraham (Nominee - UTI ) 40,000.00 -- 40,000.00 Mr. R.P. Agrawal 1,00,000.00 2,60,000.00 3,60,000.00 Mr. P.N. Sharma (*) 40,000.00 -- 40,000.00 (*) Mr. P.N. Sharma resigned from the Directorship of the Company w.e.f. 26th July, 2008. 5. Shareholders’/Investors’ Grievance Committee (In Rs.) The Board of Directors of the Company has constituted a Shareholders’/Investors’ Grievance Committee comprising of Mr. R.P. Agrawal (Chairman), Mr. M.G. Gupta and Mr. P.N. Sharma. After the resignation of Mr. P.N. Sharma, Mr. S.K. Kaushik was nominated as a Member of the Shareholders’/Investors’ Grievance Committee on 31st July, 2008. The Committee, inter-alia, approves issue of duplicate certifi cates and oversees and reviews all matters connected with the securities transfers. The Committee also looks into redressal of shareholders’/investors’ complaints. The Committee oversees the performance of the Registrar and Transfer Agent and recommends measures for overall improvement in the quality of investor services. The Company Secretary acts as the Secretary to the Committee. In order to expedite the process of share transfers, the Board of Directors have nominated a Committee of two offi cers, who normally attend to the transfer and other related matters within a period of 10 – 12 days. The Committee of Offi cers operate subject to overall supervision and directions of Shareholders’/Investors’ Grievance Committee of Directors. During the year, the Shareholders’/Investors’ Grievance Committee had met on 24.09.2008 and 31.03.2009. In pursuance of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (duly amended), the Board has approved the “Code of Conduct for Prevention of Insider Trading” and authorized the Committee to implement and monitor the various requirements as set out in the Code. The total numbers of complaints received and resolved during the year under review were 7. Outstanding complaints as on 31.03.2009 were Nil. There were no valid share transfers pending for registration for more than 30 days as on the said date. Shri Subhash Khatua, Asst. General Manager (Secretarial) has been designated as Compliance Offi cer to monitor the share transfer process and liaison with the regulatory authorities. 6. Subsidiary Companies The Company has non-listed Indian subsidiary Companies, i.e. UTech Developers Limited & UBIO Chemicals Limited (upto 29.03.2009). UTech Retailers Limited & AKC Developers Limited are step down Indian subsidiary companies in terms of Clause 49(iii) of the Listing Agreement. The minutes of the meeting of the Board of Directors of all the subsidiary companies are placed before the Board of Directors of the Company. Mr. Ravi Kathpalia, Independent Director on the Board of the Company is also a Director on the Board of these companies. | 17 | C O M P A N Y
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