CORPORATE GOVERNANCE REPORT
The detailed Report on Corporate Governance as per the format prescribed by SEBI and incorporated in Clause 49 of the Listing Agreement with Stock Exchange is set out below:
We, at Uniflex consider Corporate Governance as a tool to achieve Company's objectives and to enhance values of its stakeholders with fair transparency.
Uniflex also communicate corporate financial results & product information regularly online on its website, www. unicab.com.
1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE
Uniflex philosophy on Corporate Governance envisages to achieve transparency and accountability in all its inter actions with its stakeholders, including Shareholders, Employees, Financial Institutions like Banks and other Lenders.
Uniflex believes that all its operations and actions must serve the ultimate goal of enhancing overall shareholders' value, over a sustained period of time.
As per the requirements of revised Clause 49 of the Listing Agreement with the Stock Exchange(s), the Company is fully complying with the norms and disclosures.
The Ministry of Corporate Affairs (MCA) has issued "Corporate Governance Voluntary Guidelines" in December, 2009. Although these Guidelines are recommendatory in nature, however, the Company has adopted these guidelines substantially.
2. BOARD OF DIRECTORS
Number of Board Meetings held and the dates on which held :-
Five Board Meetings were held during the period from 1st April, 2010 to 31st March, 2011. The dates on which the meetings were held are as follows :
15th May, 12th August,26th October and 24th November in the year 2010 and 1st February in the year 2011.
Code of Conduct
The Board of Directors has adopted the Code of Conduct for the Directors and Senior Management Personnel. This Code is a comprehensive code applicable to all Directors, Executives as well as Non-executive Directors and also members of the Senior Management.
A copy of the Code has been put on the Company's website www.unicab.com.
The code of conduct has been circulated to all the Members of the Board and Senior Management Personnel of the Company pursuant to Clause 49 [1D] of the Listing Agreement with Stock Exchange and the same has been affirmed by them.
Shareholding Pattern of Non Executive Directors
Dr. N. D. Desai holds 1,000 Equity Shares, Shri F. B. Virani holds 4,374 Equity Shares and Shri H.N.Shah holds 100 Equity Shares. None of the other Directors hold any shares of the Company as on 31-03-2011.
3. AUDIT COMMITTEE
The Company has constituted an Audit Committee of Directors in accordance with the requirement of Section 292A of the Companies Act 1956, read with Clause 49 of the Listing Agreement. The Audit Committee consists of Four Directors including two Independent Directors and one Special Director.
The broad terms of reference of the Audit Committee include reviewing with the management, the quarterly and annual financial results/statements, adequacy of internal control systems and internal audit functions, over seeing the Company's financial reporting process, recommending the appointment and removal of external and internal auditors, etc.
During the financial year 2010-2011, Audit Committee had 4 meetings i.e. on 15th May, 12th August, 26th October in the year 2010 and 1st February, in the year 2011.
4. SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE
The Board of Directors of the Company has constituted the Shareholders / Investors Grievance Committee of Directors to meet the requirement of Clause 49 of the Listing Agreement with the Stock Exchange. This Committee has been constituted with the objective of overseeing the redressal of investors' complaints pertaining to share transfer/transmission of shares, deletion of name on the share certificates, non-receipt of dividend, de-materialization (demat)/ re-materialization (remat) of shares, issue of duplicate shares in place of lost and mutilated share certificates and other related matters.
The Committee has delegated the powers to supervise and approve the routine transfer of shares to two officers including Company Secretary of the Company.
The Shareholders / Investors Grievance Committee met twice during the year i.e. on 15th May, 2010 and 1st February, 2011.
The Committee oversees the performance of the Registrar and Transfer Agents – M/s. Karvy Computershare
Pvt. Ltd. and recommend suitable measures for overall improvement in the quality of investor services
including redressal of pending grievances of shareholders.
5. REMUNERATION COMMITTEE
The Remuneration Committee consist of four Directors viz. Shri H.N.Shah, Shri Kushal N. Desai, Shri Chaitanya
N. Desai and Shri S.K.Kinra*. Shri H.N.Shah is the Chairman of the said Committee.
(*Shri S.K.Kinra was appointed by Board for Industrial & Financial Reconstruction (BIFR) as Special Director on the Board and other Committees of the Company w.e.f. 3rd January, 2011).
The main function of the Remuneration Committee is to recommend/review the remuneration package of the Managers & Chief Executives based on performance and defined criteria.
The remuneration policy is directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice.
Details of remuneration paid to all the Directors for the year:
There is no Executive Directors in the Company, Shri V.K.Bajaj has been appointed as Manager & Chief Operating Officer (COO)of the Company under the provisions of Section 198,269,387 and Schedule XIII of the Companies Act, 1956.
6. STATUTORY COMPLIANCE
The COO/CFO gives Certificates to the Board of Directors regarding Compliance of various provisions & statues at each Board Meeting.
The Board has designated Shri M.C. Bhalawat, Company Secretary, as the Compliance Officer. He ensures compliance with SEBI's regulations and other provisions of Listing Agreement with BSE.
The total number of complaints received and attended to the satisfaction of shareholders during the year under review, were 10 and outstanding complaints as on 31st March, 2011 were Nil. No request for transfer and de-materialization / re-materialization were pending for approval as on 31st March, 2011.
Mysore Association Hall, 393, Bhaudaji Rd, Near Maheshwari Udyan, Matunga, Mumbai-400 019
i) There is no transaction of a material nature with any of the related party, which was in conflict with the interest of the Company.
ii) No penalties or strictures have been imposed on the Company by the Stock Exchange or SEBI or any statutory authority on any matter related to capital markets.
iii) Reconciliation of Share Capital Audit : A qualified Practicing Company Secretary carried out secretarial audit of share capital quarterly to reconcile the total admitted capital with NSDL and CDSL and the total issued and listed capital. The Reconciliation of Share Capital Audit confirms that the total issued/paid up capital is in agreement with the number of shares in physical form as well as in dematerialized form held with NSDL and CDSL and the said report is also put up before the Board.
8. MEANS OF COMMUNICATION
The quarterly results are published in Free Press Journal (English) & Nav Shakti (Regional Language). The Company also displays its quarterly results on its website.
The Management Discussion and Analysis (MD&A) forms part of the Annual Report and the same is posted to the shareholders of the Company.
The Company has not made any presentations to any Institutional Investors/Analyst during the year.
9. GENERAL SHAREHOLDER INFORMATION
9.1 Annual General Meeting
- Date and Time: Thursday, 25th August, 2011 at 3.00 P.M.
- Venue : Mysore Association Hall, Matunga Circle, Near Maheshwari Udyan, Matunga, Mumbai-400019.
9.2 Financial Calendar for 2011-12 :
Results for quarter ending June, 2011 by 14th August, 2011
Results for quarter ending September, 2011 by 14th November, 2011.
Results for quarter ending December, 2011 by 14th February, 2012.
Results for quarter/year ending March, 2012 within stipulated period.
Annual General Meeting for the year ended 31st March, 2012 will be held before the end of September, 2012.
9.3 Book Closure Date (both days inclusive)
22nd August, 2011 to 25th August, 2011
9.4 Dividend Payment Date
9.5 Listing of Equity Shares on Stock Exchanges at:
Bombay Stock Exchange Ltd. (BSE), Mumbai
9.6 a) Stock Code:
Trading Code at Bombay Stock Exchange Ltd. : 500427
b) Demat ISIN Numbers in NSDL & CDSL for Equity Shares
9.7 Registrar and Transfer Agent
(Share transfer and communication regarding share certificates, dividends and change of address)
M/s.Karvy Computershare Pvt. Ltd.
(Unit:Uniflex Cables Ltd.)
Plot no. 17 to 24, Vithal Rao Nagar, Madhapur, Hyderabad - 500 081.
9.8 Share Transfer System
The share transfer requests received in physical form are registered within 30 days from the date of receipt and demat requests are normally confirmed within an average of 15 days from the date of receipt provided that they are in order in every respect.
9.9 Dematerialization of Shares and Liquidity
Nearly 97.56% of the shares have been dematerialized upto 31st March, 2011. Trading in Equity Shares of the Company is permitted only in dematerialized form w.e.f. 28th August, 2000 as per notification issued by the Securities and Exchange Board of India (SEBI).
Outstanding GDR / ADR : N.A.
9.10 Plant Locations
Plot No. 158 to 163 and 153,G.I.D.C., Umbergaon - 396 171, Dist. Valsad, Gujarat.
9.11 i) Address for Correspondence :
(For transfer of shares, payment of dividend and any other query relating to the physical Shares of the Company)
M/s.Karvy Computershare Pvt. Ltd.
(Unit:Uniflex Cables Ltd.)
Plot No. 17 to 24, Vithal Rao Nagar, Madhapur, Hyderabad-500 081.
ii) Any query on Annual Report :
The Company Secretary
Secretarial Department Apar House, Bldg. No. 5 Corporate Park, Sion-Trombay Road,Chembur Mumbai - 400 071.
Tel :(022)67800400 • Fax :(022)25246326 Email: firstname.lastname@example.org
Note : Shareholders holding shares in electronic mode should address all correspondence to their respective Depository Participants (DPs) only.