Annual Report 2012-2013 - UB Group

Notice (contd.)
Overview of the Company:
The Company is the flagship holding company of the UB Group, through which our Promoters and the Promoter
Group hold their stakes in the various companies which comprise the UB Group. The Company has substantial
interests in a number of companies that have market leading positions in the consumer space. The Company’s
revenues comprise of sale/lease rentals of property at UB City, Bangalore, Export Sales, Trademark License Fees,
Dividends, Guarantee Commission and Interest on Loans and Deposits.
Key Concerns:
Refer to Report of the Directors and Management Discussion and Analysis.
Financial Performance of the Company:
Refer to point no. (4) under the heading-General Information.
(2) Steps taken or proposed to be taken for improvement:
Refer to Report of the Directors and Management Discussion and Analysis.
(3) Expected Increase in productivity and profits in measurable terms:
Refer to Report of the Directors and Management Discussion and Analysis.
IV. Disclosures:
(1) Details of the total Remuneration comprising inter alia, salary, perquisites and allowances, other benefits, if any,
which are proposed to be paid to Mr. V Shashikanth, Managing Director for the period of 3 years effective from
August 21, 2013 to August 20, 2016 have been fully set out in the Explanatory Statement under Item No.5 & 6.
(2) Disclosures on remuneration package to the Directors of the Company have been made in the Corporate
Governance Report which forms a part of the Report of the Board of Directors in the Annual Report of the
Company for FY 2012-13.
As mentioned earlier, since the payment of aforementioned Remuneration set out under Resolution No. 6 as Minimum
Remuneration to Managing Director may exceed the ceiling limit for remuneration laid down in Sections 198, 309
read with Schedule XIII to the Act, Shareholders approval is sought by way of a Special Resolution for payment of
the aforesaid remuneration for the respective financial years as specified in the Resolution No. 6 in accordance with
Schedule XIII of the Act.
The Board of Directors of the Company felt that as the Managing Director of the Company, Mr. V Shashikanth shall be
shouldered with vast responsibilities and considering the industry benchmarks and his contribution to the Company,
the aforementioned remuneration structure of Mr. V Shashikanth as Managing Director is commensurate with the
remuneration packages paid to similarly placed persons, in other Companies and therefore recommend the Resolution
No. 6 of the accompanying notice for your approval.
The Notice read with Explanatory Statement should be considered as an abstract of the terms of appointment and
payment of remuneration to Mr. V Shashikanth as Managing Director and a memorandum as to the nature of the
concern or interest of the Director as required under Section 302 of the Companies Act, 1956.
None of the Directors of the Company except Mr. V Shashikanth is concerned or interested in this 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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