Annual Report 2012-2013 - UB Group

Notice of Annual General Meeting
NOTICE is hereby given of the Ninety-Seventh Annual General Meeting of the Members of UNITED BREWERIES
[HOLDINGS] LIMITED to be held at Good Shepherd Auditorium, Opp. St. Joseph’s Pre-University College, Residency
Road, Bangalore 560 025, on Thursday, September 12, 2013 at 3.15.p.m. to transact the following business:
Ordinary Business
1. To consider and adopt the Audited Accounts for the year ended March 31, 2013 and the Reports of the Auditors
and Directors thereon.
2. To appoint a Director in the place of Mr. M S Kapur, who retires by rotation and, being eligible, offers himself for
re-appointment.
3. To appoint a Director in the place of Mr. N. Srinivasan, who retires by rotation and, being eligible, offers himself for
re-appointment.
4. To appoint Auditors for the ensuing year and fix their remuneration. The retiring Auditors are eligible for
re-appointment.
Special Business
5. To consider and, if thought fit, to pass with or without modification, the following Resolution as an Ordinary
Resolution:
RESOLVED THAT Mr. V Shashikanth, who was appointed as Additional Director of the Company with effect from
August 14, 2013 and who, in terms of Section 260 of the Companies Act, 1956 (“the Act”), holds office up to the
date of this Annual General Meeting and in respect of whom the Company has received Notice from a Member
under Section 257 of the Companies Act, 1956, signifying his intention to propose Mr. V Shashikanth, as a candidate
for the office of Director, be and is hereby appointed a Director of the Company, not liable to retire by rotation, so
long as he holds the office of the Managing Director of the Company.
6. To consider and if thought fit, to pass, with or without modification, the following Resolution as a Special
Resolution:
RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309, 310 and 311 read with Schedule XIII and other
applicable provisions if any, of the Companies Act, 1956, including the rules made there under and any amendments
thereto or statutory modifications or re-enactment thereof for the time being in force (“ the Act”) and subject
to all sanctions, approvals and permissions if any required and subject to such conditions and modifications as
may be imposed or prescribed by any of the authorities while granting such sanctions, approvals and permissions,
the Company hereby accords its approval to the appointment of Mr. V Shashikanth as Managing Director of the
Company for a period of 3 years with effect from August 21, 2013.
RESOLVED FURTHER THAT subject to such approvals as may be required, the Company hereby accords its approval
for payment of remuneration to Mr. V Shashikanth, Managing Director of the Company for a period of three years
effective from August 21, 2013 to August 20, 2016 as set out in the draft Agreement to be entered into between
the Company and Mr. V Shashikanth, as placed before this meeting and initialed by the Chairman for the purpose
of identification.
RESOLVED FURTHER THAT in case the Company during the above referred years has no profits or its profits are
inadequate, Mr. V Shashikanth, Managing Director be paid the aforementioned remuneration as “Minimum
Remuneration” in the respective financial year(s) notwithstanding that the same may exceed the ceiling limit laid
down in Sections 198, 309 and Schedule XIII to the Act.
RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which
term shall be deemed to include the Remuneration Committee) be and is hereby authorized to revise, amend, alter
and/or vary the terms and conditions in relation to the above remuneration in such manner as may be permitted in
accordance with the provisions of the Act and any amendment thereto and notification thereof.
RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised
to do all such acts, deeds, matters and things as it may, in its absolute discretion deem necessary, proper or desirable
and to settle any questions, difficulties and/or doubts that may arise in this regard in order to implement and give
effect to the foregoing resolution.
Registered Office:
UB Tower, Level 12, UB City
No.24, Vittal Mallya Road
Bangalore – 560 001
Goa
August 14, 2013
By Order of the Board
Kaushik Majumder
Corporate Vice President – Legal
& Company Secretary
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