Annual Report 2012-2013 - UB Group

Report on Corporate Governance
1. COMPANY’S POLICY ON CORPORATE GOVERNANCE
The Company has always endorsed the principles of good Corporate Governance and has endeavoured to follow
these principles in their true letter and spirit. The Board of the Company, which is charged with the responsibility of
ensuring true Corporate Governance, is constantly striving to ensure that the management protects the long term
interests of all the stake-holders of the Company.
2. BOARD OF DIRECTORS
Composition and Category of Directors
In compliance of Clause 49 of the Listing Agreement with the Stock Exchanges, the Board consists of 4 Independent
Directors and 4 Non-Independent Directors (including a Non Executive Chairman and a Managing Director). The
requirement of the Listing Agreement that 50% of the Board should comprise of Independent Directors is met.
The Company held Nine Board Meetings during 2012-13 and the gap between two meetings did not exceed four
months. The Board Meetings were held on May 9, 2012, June 29, 2012, August 8, 2012, August 24, 2012, September 27,
2012, November 9, 2012, December 11, 2012, February 5, 2013 and March 21, 2013.
The details of attendance of Directors at the Board Meetings during the financial year 2012-13 and at the last Annual
General Meeting (AGM) held on September 27, 2012, and also the number of Directorships and Committee positions
held by each of the Directors in other Companies as on date are given below:
Name
Category
No. of Board
Meetings
Attended
Attendance
at the last
AGM held
on 27.9.2012
Directorship
in Other
Public Limited
Companies
No. of Committees
(other than the
Company) in which
Member/Chairman
Dr. Vijay Mallya Non-Executive Chairman 8 Yes 9 Nil
Mr. Sidhartha V Mallya Non-Executive Director 1 No 1 Nil
Mr. N Srinivasan Independent Director 7 Yes 13
9
(Chairman of 4)
Mr. S G Ruparel* Independent Director 5 Yes Nil Nil
Mr. B S Patil Independent Director 5 Yes 12
9
(Chairman of 1)
Mr. M S Kapur Independent Director 8 Yes 8
7
(Chairman of 2)
Mr. V K Rekhi Non-Executive Director 4 Yes 3 Nil
Mr. A Harish Bhat Executive/ Managing Director 9 Yes 8
3
(Chairman of 1)
* ceased to be a Director w.e.f. February 11, 2013 due to death;
Notes:
1. Dr. Lalit Bhasin was appointed as a Director in the casual vacancy w.e.f. May 30, 2013 caused by the demise of
Mr. S G Ruparel.
2. Except Dr. Vijay Mallya and Mr. Sidhartha V Mallya none of the other Directors are inter-related.
3. None of the Directors has any business relationships with the Company.
4. The above numbers exclude Directorships in Private Limited Companies, Companies incorporated under Section
25 of the Act.
Directors seeking Appointment/Re-appointment
The brief particulars of the Directors of the Company, seeking appointment/re-appointment at the ensuing Annual
General Meeting are given in the Annexure to the Notice.
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