Annual Report 2011 - 2012 - United Breweries Limited

Report of the Directors (contd.)
CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate to ‘Management Discussion and Analysis’ and ‘Opportunities,
Threats, Risks and Concerns’, describing your Company’s objectives, projections, estimates and expectations, may
constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results might
differ materially from those either expressed or implied.
DIRECTORS
The Board of Directors of your company comprises of twelve Directors, with a balanced combination of Independent
and Promoter Directors.
Mr. A K Ravi Nedungadi, Mr. Chugh Yoginder Pal and Mr. Sunil Alagh retire by rotation at the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Board of Directors reports that:
- in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any; and
- accounting policies have been selected and applied consistently, and that the judgments and estimates made are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period; and
- proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; and
- the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
A Report on Corporate Governance forms part of this Report along with the Certificate from the Company Secretary in
Practice.
AUDITORS AND AUDITORS’ REPORT
Messrs Price Waterhouse, Statutory Auditors of your Company are not seeking re-appointment at the forthcoming
Annual General Meeting. Your Directors place on record their appreciation for the valuable services rendered by them
during their tenure as Auditors of your Company.
It is proposed to appoint Messrs S.R. Batliboi & Associates, Chartered Accountants, as the Statutory Auditors of your
Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual
General Meeting.
Messrs S.R. Batliboi & Associates, Chartered Accountants, have consented to be the Auditors of your Company if
appointed by the Members at the Annual General Meeting and have also confirmed that their appointment would be
within the limits specified under section 224(1B) of the Companies Act, 1956.
There are no qualifications or adverse remarks in the Auditors’ Report which require any clarification or explanation.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation for the continued support received from shareholders, banks
and financial institutions. Your Directors are also grateful to the Company’s business partners and customers for their
continued support and patronage. Finally, your Directors wish to acknowledge the support and contribution on the part
of all employees who constitute our most valuable asset.
By Authority of the Board,
June 08, 2012 Kalyan Ganguly Guido de Boer
Bangalore Managing Director Director, CFO
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