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

REPORT ON CORPORATE GOVERNANCE
UFLEX LIMITED
e. Disclosures of Risk Management
The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization
procedures. A risk management committee consisting of senior executives of the Company periodically reviews these
procedures to ensure that executive management controls risk through properly defi ned framework. The Company has
framed the risk assessment and minimization procedure, which is periodically reviewed by the Audit Committee and the
Board.
f. Proceeds from the Preferential Issue of Equity Shares/Warrants/FCCBs
During the year the Company has not issued any Equity Shares/Warrants/FCCBs.
g. Code of conduct
The Company has adopted the code of conduct and ethics for directors and senior management. The code has been
circulated to all the members of the Board and senior management and the same has been put on the Company’s website
www.ufl exltd.com. The Board members and senior management have affi rmed their compliance with the code and a
declaration signed by the Chairman & Managing Director appointed in terms of the Companies Act, 1956 (i.e. the CEO
within the meaning of Clause 49-V of the Listing Agreement) is annexed to this report.
h. Review of Directors’ Responsibility Statement
The Board in its Report to the Members of the Company have confi rmed that the Annual Accounts for the year ended
March 31, 2009 have been prepared as per applicable Accounting Standards and policies and that suffi cient care has been
taken for maintaining adequate accounting records.
12. CEO/CFO Certifi cations
Mr. Ashok Chaturvedi, Chairman and Managing Director and Mr. R.K. Jain, President (Corp. F&A), who are carrying responsibility
of CEO/CFO respectively have given CEO/CFO certifi cate as per format prescribed under Clause No. 49 of the Listing Agreement
to the Board at its meeting held on 30th July, 2009.
13. Non-Mandatory Requirements under Clause 49 of the Listing Agreement
The status of compliance with the non-mandatory requirements of Clause 49 of the Listing Agreement is provided below:
(i) Non-Executive Chairman’s Offi ce
The Chairman of the Company is the Executive Chairman and hence this provision is not applicable.
(ii) Remuneration Committee
The Company has set up a Remuneration Committee. The composition, terms of reference and other details of the same
are provided in this report under the section “Remuneration Committee”.
(iii) Audit Qualifi cations
There are no Audit Qualifi cations in the Company’s fi nancial statements for the year under reference.
(iv) Training of Board Members
There is no formal training programme for the Board Members. However, the Board Members are periodically updated
on the business model, company profi le, entry into new products and markets, global business environment, business
strategy and risk involved.
(v) Tenure of Independent Directors
All the Directors including Independent Directors are appointed/re-appointed by the Board from time to time. No
maximum tenure for the Independent Directors has been specifi cally determined by the Board.
(vi) Shareholders Rights
The quarterly, half-yearly and annual fi nancial results of the Company are published in the newspapers and are also posted
on the Company’s website. The complete annual report is sent to each and every shareholder of the Company.
(vii) Mechanism for evaluation of Non-Executive Directors
The role of the Board of Directors is to provide direction and exercise control to ensure that the Company is managed in
a manner that fulfi ls stakeholders’ aspirations and societal expectations. The Board has so far evaluated Non-Executive
Directors collectively to reinforce the principle of collective responsibility.
(viii) Whistle Blower Policy
The Company does not have Whistle Blower Policy for the time being.
14. Means of Communication
The quarterly un-audited fi nancial results duly approved by the Board of Directors are sent to all the Stock Exchanges where the
Company’s shares are listed immediately after the Board Meeting. The same are also published in English and Hindi newspapers
TWENTIETH ANNUAL REPORT 2008 - 2009
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