UB ENGINEERING LIMITED NOTICE OF ANNUAL ... - UB Group

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AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCETo The Members of UB ENGINEERING LIMITED,We have examined the compliance of the conditions of Corporate Governance by UBENGINEERING LIMITED for the year ended 31 st March, 2008 as stipulated in Clause 49 of theListing Agreement of the said Company with Stock Exchanges in India.The compliance of conditions of Corporate Governance is the responsibility of the management.Our examination was limited to the procedures and implementation thereof, adopted by theCompany for ensuring the compliance of the conditions of Corporate Governance. It is neither anaudit nor an expression of the opinion on the financial statements of the Company.In our opinion and to the best of our information and explanations given to us, we certify that thecompany has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement.We state that no investor grievance is pending for a period exceeding one month against theCompany as per the records maintained by the Shareholders’ / Investors’ Grievance Committee.We further state that such compliance is neither an assurance as to the future viability of theCompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the Company.For M/S. V.P.MEHTA & CO.CHARTERED ACCOUNTANTSPlace : PuneDate : May 30, 2008VIPUL P.MEHTA(PROPRIETOR)
CORPORATE GOVERNANCE REPORT1. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCEOur Company firmly believes in good Corporate Governance for effective managementand control of business over a sustained period of time.The above philosophy along with Code of Conduct, sustenance of high ethical standards,govern the Company and its employees in all corporate activities.2. BOARD OF DIRECTORS (AS ON DATE)a) Composition of the BoardThe Board of Directors comprises Executive Director, Non-Executive Chairman and fiveNon-Executive Directors of whom four are independent as defined by Clause 49 of theListing Agreement. This ensures a good blend of Executive, Non – Executive andIndependent Directors and achieves the desired level of independence of the Board. AllNon-Executive Directors are persons of eminence and bring in a wide range of expertiseand experience to the Board.Attendance record of DirectorsDuring the year under review, Eight Board Meetings were held on June 26, 2007, July23, 2007, August 13, 2007, September 14, 2007, October 26, 2007, December 10, 2007,January 29, 2008 and March 28, 2008.The details of attendance of Directors at the Board meetings during the financial year2007-08 and at the last Annual General Meeting (AGM) held on September 14, 2007 aregiven below:Name Position Category Meetingsheld duringthe tenureofDirectorsMeetingsattendedAttendance atthe last AGMMr. S D Lalla Chairman NonExecutiveMr. Naval Choudhary Director Non-Executive-IndependentMr. A. Harish Bhat Director Non-Executive8 8 Present7 3 Present8 6 Present
Page 3 and 4: NOTES:1. A Shareholder entitled to
Page 5 and 6: None of the Directors of the Compan
Page 7 and 8: c) OPPORTUNITIES & THREATS:Steady g
Page 9: (iv)The annual accounts have been p
Page 13 and 14: 3. Investors' / Shareholders’ Gri
Page 15 and 16: Mr. N. SrinivasanResume :Qualificat
Page 17 and 18: is B.Tech (Mechanical) andhas over
Page 19 and 20: Mr. S. D. Lalla --Mr. A. Harish Bha
Page 21 and 22: During the year under review, the C
Page 23 and 24: The Company has appointed Computech
Page 25: ADDRESS FORCORRESPONDENCE WITH THEC

UB ENGINEERING LIMITED NOTICE OF ANNUAL ... - UB Group

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