Annual Report 2011 - 2012 - United Breweries Limited

• To appoint/remove Registrar and Transfer Agent;
Report on Corporate Governance (contd.)
• To oversee compliance of the norms laid down under the Tripartite Agreement with National Securities Depository
Limited /Central Depository Services (India) Limited, and
• Perform all such acts and deeds, matters and things as it may in its absolute discretion deem necessary, expedient,
desirable, usual or proper and to settle any question, dispute, difficulty or doubt that may arise in regard to the
matters arising out of the aforesaid acts.
In order to facilitate prompt and efficient service to the Shareholders all the transactions in connection with Transfer,
Transmission, issue of Duplicate Certificates, etc., have been entrusted to Integrated Enterprises (India) Limited (Formerly
known as Alpha Systems Private Limited), Registrar and Transfer Agent and the same are being processed and approved
on fortnightly basis.
During the year ended March 31, 2012 the Committee met 4 times on April 27, 2011, August 9, 2011, October 31, 2011,
and February 07, 2012 for approving the transactions falling within the Terms of reference mentioned above.
The Board of Directors has, by a resolution by circulation passed on May 5, 2004, delegated the power to approve transfers /
transmission etc., upto 5000 shares to the Managing Director and the Company Secretary, who can act severally in the
above matter.
INVESTORS’ GRIEVANCE COMMITTEE
The Investors’ / Shareholders’ Grievance Committee comprises of Mr. Chugh Yoginder Pal, Mr. Sunil Alagh and Mr. Chhaganlal
Jain as Members. Mr. Chugh Yoginder Pal is the Chairman of the Committee.
The Terms of Reference for the Committee include inter alia specifically to look into the redressing of Shareholders’ and
Investors’ complaints like non-receipt of Balance Sheet, non-receipt of declared Dividends, non-receipt of Share certificates,
Demat Credit, etcetera, and operate in terms of the provisions of the Listing Agreement and/or the provisions as may be
prescribed under the Companies Act, 1956 and other related Regulations from time to time.
The Compliance Officer is Mr. Govind Iyengar, Senior Vice President – Legal and Company Secretary.
Number of Shareholders’ complaints received from 01-04-2011 to 31-03-2012 (These
complaints pertained mainly to non-receipt of Share Certificates upon transfer, non-receipt of
Annual Report, non-receipt of Dividend / Interest Warrants / Redemption Warrants, etc.)
Number of complaints not solved to the satisfaction of the Shareholders
Number of pending Share transfers
38
NIL
NIL
During the year ended March 31, 2012, one meeting of Meeting of Investors’ Grievance Committee was held on
August 09, 2011 which was attended by all the members.
REMUNERATION /COMPENSATION COMMITTEE (A NON MANDATORY REQUIREMENT)
The Remuneration Committee comprises of Mr. Chugh Yoginder Pal, Mr. Sunil Alagh and Mr. Chhaganlal Jain as Members.
Mr. Sunil Alagh is the Chairman of the Committee.
The Committee is authorized inter alia:
• to deal with matters related to compensation by way of salary, perquisites, benefits, etc., to the Managing Director /
Executive /Whole time Directors of the Company and set guidelines for the salary, performance, pay and perquisites
to other Senior Employees, and
• to formulate and implement Employee Stock Option Scheme to employees /Directors in terms of prescribed
Guidelines.
During the year ended March 31, 2012, 2 Meeting of Remuneration Committee were held on October 31, 2011 and
November 23, 2011 which were attended by all the Members.
18