REPORT ON CORPORATE GOVERNANCE
(Pursuant to Clause 49 of the Listing Agreement)
1. Company's Philosophy on Code of Corporate Governance :
The Company believes that Corporate Governance is the combination of voluntary practices and compliance with the laws and regulations of the Companies leading to effective control and management of the Company. Good Corporate Governance leads to long term shareholders value and enhances the interest of other stakeholders including the employees and all others connected with the Organization.
The Company confirm the practice of good Corporate Governance codes by the company in true spirit and are pleased to present below the Report on Corporate Governance.
2. Board of Directors:
i. As on March 31, 2015, the Company has five directors. Out of the five Directors, four (i.e. 80.00%) are non-executive directors including two Independent Directors and one Nominee Director. The composition of the board is in conformity with Clause 49 of the Listing Agreements entered into with the stock exchanges.
ii. None of the directors on the board hold directorships in more than ten public companies. Further, none of them is a member of more than ten committees or chairman of more than five committees across all the public companies in which he is a director. Necessary disclosures regarding committee positions in other public companies as on March 31, 2015 have been made by the directors. None of the directors are related to each other.
iii. Independent directors are Non-Executive Directors as defined under Clause 49(ll)(B)(1) of the Listing Agreements entered into with the Stock Exchanges. The maximum tenure of the independent directors is in compliance with the Companies Act, 2013 ("Act"). All the Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and Section 149 of the Act.
iv. The names and categories of the Directors on the Board, their attendance at Board meetings held during the year and the number of directorships and committee chairmanships / memberships held by them in other public companies as on March 31, 2015 are given herein below. Other directorships do not include directorships of private limited companies, Section 8 companies and of companies incorporated outside India. Chairmanships / memberships of board committees shall include only audit committee and stakeholders' relationship committee.
2.2 Code of Conduct :
The Board of Directors plays an important role in ensuring good governance. The Code of Conduct formulated
by the Company during the year which the Directors/Senior Executive have been advised to follow envisages inter alia, the following:-
? To observe the highest standards of ethical conduct and integrity and to work to the best of their ability and judgement.
? To maintain and help the Company in maintaining highest degree of Corporate Governance practices.
? To act in utmost good faith and exercise due care, diligence and integrity in performing their official duties.
? Not to seek, accept or receive, directly or indirectly, any gift, payments or favour in whatsoever form from Company's Business Associates, which can be perceived as being given to gain favour or dealing with the Company and to ensure that the Company's interests are never compromised.
? To maintain confidentiality of information entrusted by the Company or acquired during performance of their duties and not to use it for personal gain or advantage.
? Not to commit any offences involving moral turpitude or any act contrary to law or opposed to the public policy.
3. Audit Committee :
i) The audit committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements entered into with the stock exchanges read with Section 177 of the Act.
ii) The terms of reference of the Audit Committee are broadly as under :-
a) Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;
b) Recommend the appointment, remuneration and terms of appointment of auditors of the Company;
c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
d) Reviewing, with the management, the annual financial statements and auditors' report thereon before submission to the board for approval, with particular reference to:
• Matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section 3 of section 134 of the Act
• Changes, if any, in accounting policies and practices and reasons for the same
• Major accounting entries involving estimates based on the exercise of judgment by management
• Significant adjustments made in the financial statements arising out of audit findings
• Compliance with listing and other legal requirements relating to financial statements
• Disclosure of any related party transactions
• Qualifications in the draft audit report
e) Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
f) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;
g) Review and monitor the auditors' independence and performance, and effectiveness of audit process;
h) Approval or any subsequent modification of transactions of the Company with related parties;
i) Scrutiny of inter-corporate loans and investments;
j) Valuation of undertakings or assets of the Company, wherever it is necessary; k) Evaluation of internal financial controls and risk management systems;
l) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
m) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
n) Discussion with internal auditors of any significant findings and follow up there on;
o) Reviewing the findings 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;
p) 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;
q) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
r) Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed;
s) To review the functioning of whistle blower mechanism.
t) Approval of appointment of CFO;
u) The Committee reviews the efficacy of the internal control mechanism and monitors the risk management policies adopted by the Company. The Committee also reviews the report furnished by the internal and Statutory Auditors and ensures that suitable follow up actions are taken. Besides, the Committee also examines accounting, taxation and disclosure aspects of all significant transactions.
v) Carrying out any other function as is mentioned in the terms of reference of the audit committee; w) To mandatorily review the following information:
• Management discussion and analysis of financial condition and results of operations;
• Statement of significant related party transactions (as defined by the audit committee),submitted by management;
• Management letters / letters of internal control weaknesses issued by the statutory auditors;
• Internal audit reports relating to internal control weaknesses; and
• The appointment, removal and terms of remuneration of the chief internal auditor.
iii) The audit committee invites executives, as it considers appropriate (particularly the head of the finance function), representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings. The Company Secretary acts as the secretary to the audit committee.
iv) The previous annual general meeting (AGM) of the Company was held on September 26, 2014 and was attended by the Chairman of the audit committee.
4. Nomination and Remuneration Committee :
i) The Nomination and Remuneration Committee was re-organised during the year as per the provisions of the act and Clause 49 of the Listing Agreement.
ii) The Nomination and Remuneration Committee was formed with a view to reviewing and making recommendations on annual salaries, performance, commissions, perquisite and other employment conditions of Executive/Whole-time Directors and other Executives and Officials. The Committee also takes into consideration remuneration practices followed by leading companies as well as information provided by reputed consultants while determining the overall remuneration package.
During the year 2014-15, 16 (Sixteen) Meetings regarding Share Transfer were held on the following dates : 16.06.2014, 15.07.2014, 29.08.2014, 05.09.2014, 18.09.2014, 30.09.2014, 16.10.2014, 31.10.2014, 14.11.2014, 28.11.2014, 16.12.2014, 12.01.2015, 30.01.2015, 17.02.2015, 27.02.2015 and 16.03.2015.
vi) Share Transfers:
• All Shares have been transferred and returned within the prescribed period so long as the documents have been in order in all respects.
• Total number of Equity Shares transferred during the relevant period was 11730.
vii) Compliance Officer :
Mr. S. N. Shenwai, Executive Director is the Compliance Officer of the Company and his contact details are given below :
Mr. S. N. Shenwai Executive Director
Uniworth Limited "GREEN ACRES" 2, Nazar Ali Lane, Flat- 4A Kolkata - 700 019 Phone : (033) 40061301
viii) Status of Investor Complaints :
Complaints received from Shareholders have been mostly cleared within the financial year. The complaints are generally replied to within 10-15 days from their lodging with the Company.
7. Disclosures :
a) Related Party transactions have been disclosed under Note No. 27 to the accounts for year under review and it is not conflict with the interest of the Company.
b) The Company has complied with all the mandatory requirements of clause 49 of the listing agreements with the Stock Exchanges as well as regulations and guidelines of SEBI, wherever applicable.
c) No transaction of material nature has been entered into by the Company with the Directors or Promoters or Management and their relatives, their subsidiaries etc. that may have a potential conflict with the interest of the Company at large. The Register of Contracts, in which Directors are interested, was placed before the Board regularly.
d) The Company has in place an Employee Concern (Whistle Blower). No personnel has been denied access to the Audit Committee to lodge their Grievances.
e) 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 during the last three years, as all requirements were complied with.
f) All mandatory requirements have been appropriately complied.
g) Resume and other information of the Directors proposed to be appointed/re-appointed (including those retiring by rotation) at the ensuing annual General Meeting are given in the Notice relating thereto to the shareholders.
h) No presentation were made to Institutional Investors and Analysts during the year.
i) The Company does not have any subsidiary.
j) Your Company has followed all relevant Accounting Standards while preparing the Financial Statements.
k) Particulars of Equity Shares of the Company held by Non-Executive Directors (both own or held by/for other person on a beneficial basis) are as follows :
l) Risk Management :
A comprehensive risk management policy for the purpose of management policy in the Company for periodical review by the Board of Directors has formulated. In addition, Risk Management issues are generally discussed in the Audit Committee.
m) CEO/CFO Certification :
The Executive/Whole-time Director and Chief Financial Officer, who are also heading the finance function have confirmed to the Board that :
(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief :
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading
(ii) these statements together present a true and fair view of the company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.
(b) There are, to the best of their knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company's code of conduct.
(c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of the internal control systems of the company, pertaining to financial reporting and they have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.
(d) They have indicated to the Auditors and the Audit Committee.
(i) that there have been no significant changes in internal control over financial reporting during the year ;
(ii) that there have been no significant changes in accounting policies during the year; and
(iii) that there are no instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the company's internal control system over financial reporting.
n) Brief Profile and other information's of the Directors proposed to be appointed / re-appointed (including those retiring by rotation) at the ensuing Annual General Meeting are given in the Notice relating thereto the shareholders.
8. Means of Communication :
a) The Annual, Half yearly and Quarterly Results are Electronically transmitted to the Stock Exchanges in accordance with the Listing Agreement and are uploaded on the Company's Website www.uniworth.com also the same are being published in an English Newspaper namely the Echo of India, Kolkata and Arthik Lipi alongwith Dainik Lipi Bengali leading Newspapers.
b) Management Discussion & Analysis Report is forming a part of the Annual Report.
9. General Shareholder Information :
a) Annual General Meeting :
- Date and Time : 29th September, 2015 at 10.30 A.M.
- Venue : Science City
Seminar Hall, JBS Haldane Avenue Kolkata - 700 046
b) Financial Calendar :
(Tentative and subject to change)
Financial reporting for
- the Quarter ending 30th June, 2015 : 2nd week of August, 2015
- the Quarter and Half Year ending 30th September, 2015 : 2nd week of November, 2015
- the Quarter ending 31st December, 2014 : 2nd week of February, 2016
- Year ending 31st March, 2016 : 4th week of May, 2016
c) Date of Book Closure : 23rd September, 2015 to 29th September, 2015
d) Dividend Payment Date : N.A.
e) Registered Office : "GREEN ACRES"
2, Nazar Ali Lane, Flat- 4A, Kolkata - 700 019
f) Listing on Stock Exchanges : The Equity Shares of the Company are listed on the following Stock Exchanges.
The Calcutta Stock Exchange Ltd. (CSE): 10033010
BSE Limited (BSE): 514144
Listing fees for the Financial Year 2015-2016 have been paid.
g) Corporate Identity No. (CIN) of the Company : L17299WB1988PLC044984
i) Registrar and Transfer Agents :
M/s C B MANAGEMENT SERVICES (P) LIMITED P-22, Bondel Road, Kolkata - 700 019 Phone No. : (033) 4011 6700/6711/6718/6723 Fax No. : (033) 40116739 E-mail : email@example.com
k) Dematerialization of Shares and Liquidity :
11710589 Equity Shares (34.46% of Total Shares) are in the Dematerialised Form as on 31st March, 2015.
At present, the Company's Shares are compulsorily traded in Dematerialised Form, as per notification issued by the Securities and Exchange Board of India (SEBI). The ISIN allotted for the Equity Shares of the Company is INE207A01013.
l) Share Transfer System :
To expedite the Share Transfer process in the Physical segment, authority has been delegated to the "Stakeholder Relationship Committee". Share transfer/transmissions approved by the Committee are placed at the Board Meeting from time to time.
m) Outstanding GDRs/ADRs/Warrants : Not Applicable
n) Plant Location : 1) Urla Growth Centre, Raipur, Chattisgarh
2) Amriti, Malda, West Bengal
o) Investor Correspondence : S. N. Shenwai Uniworth Limited "GREEN ACRES" 2, Nazar Ali Lane, Flat- 4A Kolkata - 700 019 Phone : (033) 40061301 Website : www.uniworth.com