25 Apr 2017 | Livemint.com

BSE
NSE
Last Updated:

BSE

  • (%)
  • Vol:
  • BSE Code:
  • PREV. CLOSE
  • OPEN PRICE
  • BID PRICE (QTY.)
    ()
  • OFFER PRICE (QTY.)
    ()

NSE

  • (%)
  • Vol:
  • NSE Code:
  • PREV. CLOSE
  • OPEN PRICE
  • BID PRICE (QTY.)
    ()
  • OFFER PRICE (QTY.)
    ()

Uniworth Textiles Ltd. Accounting Policy

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 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 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. 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 compa-nies. 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 direc-tor. 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 re-lated 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 chair-manships / memberships held by them in other public companies as on March 31, 2015 are given herein below. Other directorships do not include directorships of pri-vate 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.

v. Five board meetings were held during the year and the gap between two meetings did not exceed one hundred twenty days. The dates on which the said meetings were held: 29.05.2014, 12.08.2014, 12.11.2014, 11.02.2015 and 31.03.2015. The necessary quorum was present for all the meetings.

vi. During the year a separate meeting of the independent directors was held inter-alia to review the performance of non-independent directors and the board as a whole.

vii. The Board periodically reviews compliance reports of all laws applicable to the Company, prepared by the Company.

viii. The Company regularly placed before the Board, Internal Audit Reports, Financial Results with Provisional Balance Sheets, Performance Review Report of vari-ous Units together with Executive Summary, Current Workings and all Current matters of commercial importance and various other information as generally required under Clause 49 of the Listing Agreement from time to time.

ix. The Companies Act, 2013 requires that a Woman Director should be a member of the Board of director. Hence Mrs. M. S. Pingale was appointed on 11th February, 2015 as member of the Board as Woman Independent Director.

2.2 Code of Conduct :

The Board of Directors play 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 Gov-ernance practices.

• To act in utmost good faith and exercise due care, diligence and integrity in perform-ing 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 Com-pany's interests are never compromised.

• To maintain confidentiality of information entrusted by the Company or acquired dur-ing 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

v) The Composition of the Committee and the attendance of each member of the Committee during the year 2014-15 are given below :-

vi) During the year 2014-15, 4 (Four) meetings of the Audit Committee were held and the gap between two meetings did not exceed four months. The dates of the meetings are following : 29.05.2014, 12.08.2014, 12.11.2014 and 11.02.2015.

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.

iv) During the year 2014-15, 4 (four) Meetings of the Nomination and Remuneration Committee were held on the following dates: 29.05.2014, 12.08.2014, 12.11.2014 and 11.02.2015.

5. Stakeholders Relationship Committee :

i) As per the applicable provisions of Section 178 of the companies Act, 2013 and Clause 49 of the Listing Agreement the nomenclature Share Transfer cum Investor Grievance Committee was renamed as Stakeholders Relationship Committee.

ii) The as Stakeholders Relationship Committee look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend / notices / annual reports, etc.

iii) During the year two meetings of the Stakeholder Relationship committee was held on 16.04.2014 and 16.10.2014.

v) During the year 2014-15, 14 (Fourteen) Meetings regarding Share Transfer were held on the following dates : 16.04.2014, 15.05.2015, 16.06.2014, 29.08.2014, 18.09.2014, 30.09.2014, 16.10.2014, 14.11.2014, 16.12.2014, 12.01.2015, 30.01.2015, 17.02.2015, 16.03.2015 and 30.03.2015.

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 9150.

vii) Compliance Officer :

Mr. S. C. Majumder, Company Secretary is the Compliance Officer of the Company and his contact details are given below :

Mr. S. C. Majumder

Company Secretary

Uniworth Textiles Limited

"GREEN ACRES", 2, Nazar Ali Lane Flat- 4A, Kolkata - 700 019 Phone : (033) 40061301

viii) Status of Investor Complaints :

6. Disclosures :

a) Related Party transactions have been disclosed under Note No. 32 to the ac-counts 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 per-sonnel 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) 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.

l) 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 state-ment 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, ille-gal or violative of the company's code of conduct.

(c) They accept responsibility for establishing and maintaining internal con-trols for financial reporting and that they have evaluated the effective-ness of the internal control systems of the company, pertaining to fi-nancial 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 pro-pose 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 poli-cies 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.

m) Brief Profile and other informations 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.uniworthtextiles . 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 Re-port.

9. General Shareholder Information :

a) Annual General Meeting :

- Date and Time 29th September, 2015 at 11.30 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, 2015 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 Exchang-es.

Code No.

The Calcutta Stock Exchange Ltd. (CSE) :10016011

BSE Limited (BSE) :500138

Listing fees for the Financial Year 2015-2016 have been paid.

g) Corporate Identity No. CIN of the Company :L17299WB1992PLC055442

1. The Calcutta Stock Exchange Ltd.: There are no quotations appearing in the Calcutta Stock Exchange as status of the Company in their record being shown as Suspended due to non-compliance. Whereas, the Company has complied all the compliances within prescribed time limit with the exchange. However, Company is taking up the matter with the exchange.

2. BSE Limited: There are no Quotations appearing in the Bombay Stock Exchange due to suspension of Trading. Company is earnestly pursuing the Exchange for resumption of trading activities.

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 : rta@cbmsl.com

k) Dematerialisation of Shares and Liquidity :

2803890 Equity Shares (12.28% 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 INE486C01019.

l) Share Transfer System :

To expedite the Share Transfer process in the Physical segment, authority has been delegated to the "Share Transfer cum Investors Grievance 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

Warrants/Instruments

n) Plant Location

1) B-129 MIDC, Butibori Nagpur - 411 108, Maharashtra

2) Urla Growth Centre Raipur, Chattisgarh

o) Investor Correspondence

Mr. S. C. Majumder "GREEN ACRES" 2, Nazar Ali Lane, Flat- 4A, Kolkata - 700 019